Common use of Conditions Precedent to Initial Credit Extensions Clause in Contracts

Conditions Precedent to Initial Credit Extensions. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation the following: (a) this Agreement duly executed by Borrower; (b) the Borrower Debenture duly executed by UK Borrower; (c) the Guarantee duly executed by Guarantor; (d) the Guarantor Debenture duly executed by Guarantor; (e) the US Security Agreement duly executed by US Borrower; (f) the US IP Security Agreement duly executed by US Borrower; (g) a certificate of the secretary of US Borrower and the director of each UK Obligor: (i) in the case of US Borrower with respect to articles, by laws, incumbency and resolutions authorizing the execution of this Agreement and all other Loan Documents to which it is a party; and (ii) in the case of each UK Obligor with respect to its memorandum and articles of association, its register of charges and resolutions authorising the execution and delivery of this Agreement and all other Loan Documents to which it is a party; (h) subordination agreements in respect of any shareholder, director, officer or intra-group loan to the Borrower or any loan from a creditor (other than the Bank) of the Borrower (except in respect of any Permitted Indebtedness); (i) Perfection Certificate signed by UK Borrower; (j) Perfection Certificate signed by US Borrower; (k) Perfection Certificate signed by Guarantor; (l) a legal opinion of the Bank’s UK counsel with respect to enforceability and authority in a form and substance acceptable to Bank; (m) a legal opinion of Borrower’s US Counsel with respect to enforceability and authority in a form and substance acceptable to Bank; (n) Certificates of Good Standing/Foreign Qualification US Borrower from each state in which it is qualified to do business; (o) long form Certificate of Good Standing Legal Existence for US Borrower the State of Delaware; (p) landlord’s consent in favour of Bank signed by the landlord of each of Borrower’s leased locations; (q) evidence satisfactory to the Bank that the insurance policies required by Clause 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation/nonrenewal notice to Bank and endorsements in favour of the Bank; (r) signed consent form for the Bank to: (i) use the Borrower’s logo; (ii) use a tombstone to highlight the transaction; and (iii) issue a press release (in a form acceptable to the Borrower and the Bank) highlighting and summarising the credit facilities extended by the Bank to the Borrower under this Agreement, for marketing purposes; and (s) payment of the fees and Bank Expenses then due specified in Clause 2.3; (t) notice to Barclays Bank plc executed by UK Borrower and acknowledgement from Barclays Bank plc; and (u) notice of Bank’s fixed charge over the Financed Equipment to Land & Equity Holdings Limited (as landlord of the Xxxxx Street Properties) executed by UK Borrower and delivered to Land & Equity Holdings Limited.

Conditions Precedent to Initial Credit Extensions. Bank’s The obligation of each Lender to make the initial Credit Extension extensions of credit on the Closing Date provided for hereunder is subject to the condition fulfillment, to the reasonable satisfaction of Agent and each Lender, of each of the following conditions precedent (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of such conditions precedent with respect to such Lender): (a) Each Loan Document (excluding, however, the Related Real Estate Documents for all Real Estate subject to a Mortgage) shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Lenders shall have received the Historic Financial Statements pursuant to Section 9.1.7(a). (c) Lenders shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Borrowers as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to paragraph (b) above, in each case, prepared after giving effect to the transactions contemplated in the Loan Documents related to the Closing Date (but without giving effect to any step-up in basis of inventory or other assets) as if such transactions had occurred as of such period. (d) The Joint Lead Arrangers shall have received from the Borrowers a detailed business plan or projections of the Borrowers and their Subsidiaries for the Fiscal Years 2020 through 2025. (e) All representations and warranties of any Obligor in the Loan Documents shall be true and correct in all material respects; provided that Bank in each case any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language shall be accurate in all respects. (f) The Joint Lead Arrangers shall have received from the Borrowers and the Guarantors reasonably satisfactory legal opinions, perfection certificates, corporate documents and officers’ and public officials’ certifications; a customary notice of borrowing; organizational documents; customary evidence of authorization to enter into the Loan Documents in respect of the Obligations; and good standing certificates in jurisdictions of formation/organization, in each case of the Obligors. (g) The Agent shall have received a solvency certificate from the chief financial officer or equivalent officer of the Borrowers certifying that the Borrowers and their Subsidiaries, on a consolidated basis after giving effect to the transactions contemplated in the Loan Documents, are Solvent, the form of which is attached as Exhibit 6.1(g). (h) With respect to the Obligations, all actions necessary to establish that the Agent will have a perfected, first priority Lien (subject to Permitted Liens) on and security interest in all Collateral (other than the Exclusive Term Loan/Capital Expenditure Loan Collateral) of Borrowers and the Guarantors under the Loan Documents shall have been taken, including without limitation, Agent’s receipt of a payoff letter from JPMorgan Chase Bank, N.A. that provides that upon payment of the outstanding Debt owing to such Person by the Obligors, such Person shall terminate its lien on the applicable Collateral. (i) All fees earned, due and payable on the Closing Date pursuant to this Agreement and the Fee Letter and out-of-pocket expenses earned, due and payable on the Closing Date pursuant to this Agreement shall, upon the closing under the Loan Documents, have been paid (which amounts may be offset against the proceeds of the applicable Loans). (j) So long as requested at least ten (10) days prior to the Closing Date, the Agent and Lenders shall have received, in form at least three (3) Business Days prior to the Closing Date, all documentation and substance satisfactory to Bank, such documents other information required by regulatory authorities under applicable “know your customer” and completion of such other matters, as Bank may reasonably deem necessary or appropriateanti-money laundering rules and regulations, including, without limitation limitation, the following: (a) this Agreement duly executed by Borrower; (b) the Borrower Debenture duly executed by UK Borrower; (c) the Guarantee duly executed by Guarantor; (d) the Guarantor Debenture duly executed by Guarantor; (e) the US Security Agreement duly executed by US Borrower; (f) the US IP Security Agreement duly executed by US Borrower; (g) a certificate of the secretary of US Borrower and the director of each UK Obligor: (i) in the case of US Borrower with respect to articles, by laws, incumbency and resolutions authorizing the execution of this Agreement and all other Loan Documents to which it is a party; and (ii) in the case of each UK Obligor with respect to its memorandum and articles of association, its register of charges and resolutions authorising the execution and delivery of this Agreement and all other Loan Documents to which it is a party; (h) subordination agreements in respect of any shareholder, director, officer or intra-group loan to the Borrower or any loan from a creditor (other than the Bank) of the Borrower (except in respect of any Permitted Indebtedness); (i) Perfection Certificate signed by UK Borrower; (j) Perfection Certificate signed by US Borrower;Patriot Act. (k) Perfection Certificate signed by Guarantor;At least five (5) days prior to the Closing Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender so requesting shall have received a Beneficial Ownership Certification with respect to such Borrower. (l) a legal opinion of the Bank’s UK counsel with respect to enforceability and authority in a form and substance acceptable to Bank;Since December 31, 2018, no Material Adverse Effect shall have occurred. (m) All consents and approvals of the boards of directors, shareholders or members of the Obligors, as applicable, certified by a legal opinion Senior Officer of Borrower’s US Counsel such Obligor and Governmental Authorities reasonably necessary in connection with respect to enforceability Loan Documents and authority in a form the transactions contemplated hereunder and substance acceptable to Bank;thereunder shall be obtained. (n) Certificates The Agent shall have received the results of Good Standing/Foreign Qualification US Borrower from each state lien searches with respect to the Borrowers and their respective Subsidiaries in which it is qualified to do business;jurisdictions reasonably selected by it. (o) long form Certificate The Agent shall have received customary insurance certificates (subject to Section 6.5(d), excluding “earthquake” insurance), naming the Agent, on behalf of Good Standing Legal Existence for US Borrower the State of Delaware;Lenders, as lenders loss payee or additional insured, as applicable, together with the appropriate lenders loss payee endorsements and additional insured endorsements. (p) landlord’s consent in favour of Bank signed by the landlord of each of Borrower’s leased locations; (q) evidence satisfactory There shall be no pending litigation, bankruptcy or insolvency, injunction, order or claim with respect to the Bank Borrowers or any of their Subsidiaries on the Closing Date that the insurance policies required by Clause 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation/nonrenewal notice could reasonably be expected to Bank and endorsements in favour of the Bank; (r) signed consent form for the Bank to: (i) use the Borrower’s logo; (ii) use a tombstone to highlight the transaction; and (iii) issue a press release (result in a form acceptable to the Borrower and the Bank) highlighting and summarising the credit facilities extended by the Bank to the Borrower under this Agreement, for marketing purposes; and (s) payment of the fees and Bank Expenses then due specified in Clause 2.3; (t) notice to Barclays Bank plc executed by UK Borrower and acknowledgement from Barclays Bank plc; and (u) notice of Bank’s fixed charge over the Financed Equipment to Land & Equity Holdings Limited (as landlord of the Xxxxx Street Properties) executed by UK Borrower and delivered to Land & Equity Holdings LimitedMaterial Adverse Effect.

Conditions Precedent to Initial Credit Extensions. Bank’s obligation No Lender shall be obligated to make any Advance, and the LC Issuer shall not be obligated to issue any Facility LC, unless the Administrative Agent shall have received (a) evidence, satisfactory to the Administrative Agent, that the Borrowers have paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable under the Existing Agreement and that all “Commitments” under and as defined in the Existing Agreement have been (or concurrently with the initial Advances will be) terminated, (b) evidence, satisfactory to the Administrative Agent, that the “Commitments” under and as defined in the Three Year Credit Agreement dated as of October 31, 2003 among the Borrowers, various financial institutions and Bank One, NA, as agent, have been reduced by $250,000,000 and that the maximum available “Sublimit” for any Borrower thereunder has been reduced to $250,000,000 and (c) each of the following documents, each dated the date of the initial Credit Extension is subject (or an earlier date satisfactory to the condition precedent that Bank shall have receivedAdministrative Agent, in form and substance satisfactory to Bank, such documents the Administrative Agent and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation the followingeach (except for any Note) in sufficient copies to provide one for each Lender: (ai) this Agreement duly executed Notes issued by Borrowereach Borrower in favor of each Lender that has requested a Note to evidence its Advances; (bii) the Borrower Debenture duly executed by UK Borrower; (c) the Guarantee duly executed by Guarantor; (d) the Guarantor Debenture duly executed by Guarantor; (e) the US Security Agreement duly executed by US Borrower; (f) the US IP Security Agreement duly executed by US Borrower; (g) a certificate Certified copies of resolutions of the secretary Board of US Borrower and the director Directors or equivalent managing body of each UK Obligor: (i) in Borrower approving the case transactions contemplated by this Agreement and of US all documents evidencing other necessary organizational action of such Borrower with respect to articles, by this Agreement and the documents contemplated hereby; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the articles or certificate of incorporation and by-laws, incumbency or equivalent organizational documents, of such Borrower, in each case in effect on such date; and resolutions authorizing (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the execution due execution, delivery and performance by such Borrower of this Agreement and all other Loan Documents to which it is a party; and (ii) in the case of each UK Obligor with respect to its memorandum and articles of association, its register of charges and resolutions authorising the execution and delivery of this Agreement and all other Loan Documents to which it is a partydocuments contemplated hereby; (hiv) subordination agreements in respect of any shareholderA certificate signed by either the chief financial officer, director, principal accounting officer or intra-group loan to treasurer of each Borrower stating that (A) the Borrower or any loan from a creditor (other than the Bank) representations and warranties contained in Section 4.01 are correct on and as of the Borrower (except in respect date of any Permitted Indebtedness); (i) Perfection Certificate signed by UK Borrower; (j) Perfection Certificate signed by US Borrower; (k) Perfection Certificate signed by Guarantor; (l) a legal opinion such certificate as though made on and as of the Bank’s UK counsel with respect to enforceability and authority in a form and substance acceptable to Bank; (m) a legal opinion of Borrower’s US Counsel with respect to enforceability and authority in a form and substance acceptable to Bank; (n) Certificates of Good Standing/Foreign Qualification US Borrower from each state in which it is qualified to do business; (o) long form Certificate of Good Standing Legal Existence for US Borrower the State of Delaware; (p) landlord’s consent in favour of Bank signed by the landlord of each of Borrower’s leased locations; (q) evidence satisfactory to the Bank that the insurance policies required by Clause 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation/nonrenewal notice to Bank and endorsements in favour of the Bank; (r) signed consent form for the Bank to: (i) use the Borrower’s logo; (ii) use a tombstone to highlight the transaction; such date and (iiiB) issue a press release (in a form acceptable to no Event of Default or Unmatured Event of Default has occurred and is continuing on the Borrower and the Bank) highlighting and summarising the credit facilities extended by the Bank to the Borrower under this Agreement, for marketing purposesdate of such certificate; and (sv) payment A favorable opinion of Bxxxxxx Xxxxx Xxxxxxx & Ixxxxxxxx LLC, counsel for the fees Borrowers, substantially in the form of Exhibit D-1; and Bank Expenses then due specified a favorable opinion of Sidley Axxxxx Xxxxx & Wxxx LLP, counsel to ComEd, substantially in Clause 2.3; (t) notice to Barclays Bank plc executed by UK Borrower and acknowledgement from Barclays Bank plc; and (u) notice the form of Bank’s fixed charge over the Financed Equipment to Land & Equity Holdings Limited (as landlord of the Xxxxx Street Properties) executed by UK Borrower and delivered to Land & Equity Holdings LimitedExhibit D-2.

Conditions Precedent to Initial Credit Extensions. Bank’s obligation No Lender shall be obligated to make any Advance, and the LC Issuer shall not be obligated to issue any Facility LC, unless the Ad ministrative Agent shall have received (a) evidence, satisfactory to the Administrative Agent, that the Borrowers have paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable under the Existing Agreement (after giving effect to the last sentence of Section 2.16.1) and (b) each of the following documents, each dated the date of the initial Credit Extension is subject (or an earlier date satisfactory to the condition precedent that Bank shall have receivedAdministrative Agent, in form and substance satisfactory to Bank, such documents the Administrative Agent and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation each (except for the followingNotes) in sufficient copies to provide one for each Lender: (ai) this Agreement duly executed by BorrowerThe Notes payable to the order of each of the Lenders, respectively; (bii) the Borrower Debenture duly executed by UK Borrower; (c) the Guarantee duly executed by Guarantor; (d) the Guarantor Debenture duly executed by Guarantor; (e) the US Security Agreement duly executed by US Borrower; (f) the US IP Security Agreement duly executed by US Borrower; (g) a certificate Certified copies of resolutions of the secretary Board of US Directors or equivalent managing body of each Borrower approving the transactions contemplated by this Agreement and the director Notes and of each UK Obligor: (i) in the case all documents evidencing other necessary organizational action of US such Borrower with respect to articles, by this Agreement and the documents contemplated hereby; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the articles or certificate of incorporation and by- laws, incumbency or equivalent organizational documents, of such Borrower, in each case in effect on such date; and resolutions authorizing (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the execution due execution, delivery and performance by such Borrower of this Agreement and all other Loan Documents to which it is a party; and (ii) in the case of each UK Obligor with respect to its memorandum and articles of association, its register of charges and resolutions authorising the execution and delivery of this Agreement and all other Loan Documents to which it is a partydocuments contemplated hereby; (hiv) subordination agreements in respect of any shareholderA certificate signed by either the chief financial officer, director, principal accounting officer or intra-group loan to treasurer of each Borrower stating that (A) the Borrower or any loan from a creditor (other than the Bank) representations and warranties contained in Section 4.01 are correct on and as of the Borrower (except in respect date of any Permitted Indebtedness); (i) Perfection Certificate signed by UK Borrower; (j) Perfection Certificate signed by US Borrower; (k) Perfection Certificate signed by Guarantor; (l) a legal opinion such certificate as though made on and as of the Bank’s UK counsel with respect to enforceability and authority in a form and substance acceptable to Bank; (m) a legal opinion of Borrower’s US Counsel with respect to enforceability and authority in a form and substance acceptable to Bank; (n) Certificates of Good Standing/Foreign Qualification US Borrower from each state in which it is qualified to do business; (o) long form Certificate of Good Standing Legal Existence for US Borrower the State of Delaware; (p) landlord’s consent in favour of Bank signed by the landlord of each of Borrower’s leased locations; (q) evidence satisfactory to the Bank that the insurance policies required by Clause 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation/nonrenewal notice to Bank and endorsements in favour of the Bank; (r) signed consent form for the Bank to: (i) use the Borrower’s logo; (ii) use a tombstone to highlight the transaction; such date and (iiiB) issue a press release (in a form acceptable to no Event of Default or Unmatured Event of Default has occurred and is continuing on the Borrower and the Bank) highlighting and summarising the credit facilities extended by the Bank to the Borrower under this Agreement, for marketing purposesdate of such certificate; and (sv) payment A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx LLC, special counsel for the fees Borrowers, substantially in the form of Exhibit D-1; and Bank Expenses then due specified a favorable opinion of Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, special counsel to ComEd, substantially in Clause 2.3; (t) notice to Barclays Bank plc executed by UK Borrower and acknowledgement from Barclays Bank plc; and (u) notice the form of Bank’s fixed charge over the Financed Equipment to Land & Equity Holdings Limited (as landlord of the Xxxxx Street Properties) executed by UK Borrower and delivered to Land & Equity Holdings LimitedExhibit D-2.