Common use of Conditions Precedent to Initial Funding Clause in Contracts

Conditions Precedent to Initial Funding. The obligations of the Lenders to extend Bridge Loans on the Initial Funding Date shall be subject to the fulfillment at or prior to the Initial Funding Date of each of the following conditions precedent: (a) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% of the Target Shares (the “Acceptance Condition”)), together with any changes which are (i) required by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, (ii) not materially prejudicial to the interests of the Lenders under the Loan Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b); (b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target Shares; (c) Administrative Agent shall have received a certificate in substantially in the form of Exhibit 5.2(c) certifying that: (i) (A) in the case of an Offer, the Offer has become or has been declared unconditional in all respects; or (B) in the case of a Scheme, a copy of an order of the Court sanctioning the Scheme has been filed on behalf of the Target with the Registrar of Companies in accordance with Section 899(A) of the Companies Act; and (ii) (after utilization of the Bridge Loans) Purchaser will have the funds necessary to acquire all the Target Shares, and to pay all fees and expenses incurred in connection with the Transaction; and (d) Administrative Agent shall have received evidence that all fees due and payable on the Initial Funding Date in accordance with the Syndication & Fee Letter shall have been paid or will be paid on the Initial Funding Date (provided that such evidence shall be satisfied if the fees are to be deducted from the initial Borrowing as set out in the relevant Notice of Borrowing).

Conditions Precedent to Initial Funding. The obligations of Lender’s agreement to enter into this Agreement and to make the Lenders Loan available to extend Bridge Loans on the Initial Funding Date shall be Borrower is subject to the fulfillment at condition precedent that the Lender shall have received on or prior before the date hereof the following, each in form and substance reasonably satisfactory to the Initial Funding Date of each of the following conditions precedentLender: (a) a copy certified copies of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders organizational documents of the TargetBorrower and the Guarantor, in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% resolutions of the Target Shares (the “Acceptance Condition”)), together with any changes which are (i) required by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, (ii) not materially prejudicial to the interests Board of Directors of the Lenders under Borrower and of the Guarantor approving the execution, delivery and performance of each of the Loan Documents (provided that in the case to which each is a party, a certificate of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that incumbency for each person signing any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests Loan Documents on behalf of the Lenders under Borrower and the Agreement), (iii) not materially adverse to the Lenders without the consent Guarantor and evidence of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements due incorporation and good standing of the Takeover Panel Borrower and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b)Guarantor; (b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target Sharesthis Agreement; (c) Administrative Agent the Note; (d) the Fleet Mortgage; (e) the Assignment of Earnings; (f) the Assignment of Insurances; (g) the Guaranty; (h) the favorable opinions of counsel for the Borrower and the Guarantor; (i) a copy of the Certificate of Documentation for each Vessel; and (j) an appropriate UCC-1 financing statement with respect to the security interest created pursuant to the Loan Documents. The Lender shall also have received a certificate in substantially in the form of Exhibit 5.2(c) certifying thatreceived: (i) (A) evidence reasonably satisfactory to the Lender and its counsel that the Vessels are duly registered in the case of an Offer, the Offer has become or has been declared unconditional in all respects; or (B) in the case of a Scheme, a copy of an order name of the Court sanctioning Borrower under the Scheme has been filed on behalf laws of the Target United States of America, free of all liens and encumbrances of record, other than (a) the Fleet Mortgage in favor of the Lender and (b) Permitted Liens; (ii) evidence reasonably satisfactory to the Lender and its counsel that all filings and recordings to the extent permitted or required by applicable law shall have been duly made by the Borrower and all other action shall have been taken as may be required by the Lender to perfect the security interests granted by the Borrower under any of the Loan Documents, all proceedings taken in connection with the Registrar of Companies in accordance with Section 899(A) Loan and the execution of the Companies ActLoan Documents shall be reasonably satisfactory to the Lender, and the Lender shall have received copies of such documents as the Lender reasonably may request in connection therewith all in form and substance reasonably satisfactory to the Lender; (iii) certificates of insurance naming the Lender as loss payee as required by the terms hereof and, to the extent practicable but without subjecting the Lender to any liability for premiums or calls, as an additional insured, with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is required pursuant to this Agreement and the Fleet Mortgage; (iv) payment of the remainder of the Lender’s loan fee which originally amounted to $234,000; and (iiv) (after utilization payment to the Lender and its counsel of the Bridge Loans) Purchaser will have the funds necessary to acquire all the Target Shares, and to pay all fees and expenses incurred in connection with the Transaction; and (d) Administrative Agent shall have received evidence that all fees due and payable on the Initial Funding Date in accordance with the Syndication & Fee Letter shall have been paid or will be paid on the Initial Funding Date (provided that such evidence shall be satisfied if the fees are pursuant to be deducted from the initial Borrowing as set out in the relevant Notice of Borrowing)Section 7.6 hereof.

Conditions Precedent to Initial Funding. The obligations of the Lenders Banks to extend Bridge Loans make any Revolving Loan to the Borrower on the Initial Funding Borrowing Date shall be are subject to the fulfillment at or prior to the Initial Funding Date of each of the following conditions precedent. The Agent shall have received on or before the Initial Borrowing Date each of the following documents and instruments, each dated such date, in form and substance satisfactory to the Agent: (a) a certificate of the Secretary of the Borrower dated the Closing Date, certifying that (i) attached thereto are true and complete copies of the resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement and the Related Documents to which it is a party, and (ii) said resolutions are all the resolutions adopted by the board of directors of the Borrower in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date; (i) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders Certificate of Incorporation of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated Borrower certified as of a recent date by the Press Release Secretary of State of Delaware; (andii) a certificate of said Secretary of State as to the due organization, corporate existence and good standing of the Borrower as of a recent date; (iii) certificates of good standing of the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and (iv) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the Certificate of Incorporation and By-laws as in effect on the date of such certification, (B) that its Certificate of Incorporation has not been amended since the date of the last amendment thereto indicated in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% certificate of the Target Shares (the “Acceptance Condition”)), together with any changes which are Secretary of State furnished pursuant to clause (i) required by the Takeover Panelabove, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, and (iiC) not materially prejudicial as to the interests incumbency and signatures of each of its officers executing this Agreement and the Lenders under the Loan Related Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that which it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b); (b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target Sharesparty; (c) Administrative Agent shall have received a certificate in substantially in the form of Exhibit 5.2(c) certifying that: (i) (A) in the case of an Offerthis Agreement, the Offer has become or has been declared unconditional in all respects; or (B) in Revolving Notes, the case Assignment of a SchemeLeases, a copy the Leases, the Memorandum of an order of Lease, the Court sanctioning Estoppel Letters, the Scheme has been filed on behalf of Subordination Agreement, the Target with Guaranty, the Registrar of Companies in accordance with Section 899(A) of Inventory Confirmations, the Companies Act; and (ii) (after utilization of Processor Agreements, the Bridge Loans) Purchaser will have the funds necessary to acquire Assignment and Sale Agreement and any other Related Documents duly executed by all the Target Shares, and to pay all fees and expenses incurred in connection with parties thereto (other than the Transaction; andBank Parties); (d) Administrative Agent shall have received evidence that all fees due actions necessary or, in the opinion of the Agent and payable on its counsel, desirable, to create and perfect the Initial Funding Date in accordance with security interests and other Liens granted under this Agreement and the Syndication & Fee Letter shall Related Documents, have been paid duly taken and that there are no security interests senior to the security interests granted in favor of the Bank Parties; (e) receipt of all appropriate Uniform Commercial Code, tax lien and judgment searches, dated as of a date that is within a recent date of the Closing Date; (f) an opinion of Xxxxxxxx Xxxxxx & Xxxxxx, counsel to the Borrower, or will be paid on other counsel satisfactory to the Initial Funding Date (provided that such evidence shall be satisfied if the fees are to be deducted from the initial Borrowing as set out Agent, substantially in the relevant Notice forms of Borrowing).Exhibit 5.01(f) hereto; (g) such consents, approvals or acknowledgments with respect to such of the transactions hereunder as may be necessary or as the Agent or its counsel may deem appropriate;

Conditions Precedent to Initial Funding. The obligations obligation of Funder to make the Lenders to extend Bridge Loans on the Initial initial Funding Date shall be is subject to the fulfillment at condition precedent that Funder shall have received (or prior waived), in form and substance reasonably satisfactory to Funder, the Initial Funding Date of each of the following conditions precedentfollowing: (a) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% of the Target Shares (the “Acceptance Condition”)), together with any changes which are (i) required this Agreement, duly executed by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, an authorized officer of Plaintiff; (ii) not materially prejudicial to the interests of the Lenders under the Loan Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b); (b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target Shares; (c) Administrative Agent shall have received a certificate in substantially Limited Guarantee Agreement in the form of Exhibit 5.2(c) certifying that:B, duly executed by Guarantor (the “Guarantee”); (iiii) (A) the Declaration and Waiver in the case form of an OfferExhibit C, duly executed by Plaintiff (the Offer has become or has been declared unconditional in all respects; or “Declaration and Waiver”); (Biv) the Irrevocable Letter of Instructions in the case form of Exhibit D, duly executed by Plaintiff (the “Irrevocable Letter of Instruction”); (v) the Attorney Acknowledgement in the form of Exhibit E, duly executed by Law Firm (the “Attorney Acknowledgement”); (vi) the following reports and other information: (1) the tax returns for Plaintiff for the three tax years preceding the Closing Date; (2) a profit and loss statement and a balance sheet of Plaintiff for the three years preceding the Closing Date; (3) a list of all accounts payable of Plaintiff as of the Closing Date; (4) a budget for Plaintiff year-to-date and a prospective budget for Plaintiff for the twelve months following the Closing Date; and (5) copies of the tax returns for Guarantor for the three years preceding the Closing Date; (vii) copies of Uniform Commercial Code search reports dated as of a Schemedate reasonably acceptable to Funder, listing all effective financing statements which name Plaintiff, under its present name and any previous names, as debtor, together with copies of such financing statements; (viii) a copy of an order UCC-1 financing statement containing the description of the Court sanctioning Collateral and reflecting Plaintiff, as debtor, and Funder (or Funder’s representative), as secured party, for filing with the Scheme has been filed on behalf appropriate office in the state of organization of Plaintiff; (ix) an officer’s certificate executed by a duly authorized officer of Plaintiff certifying to Funder that the certificate attaches the following: (1) true and correct copies of the Target with organizational documents of Plaintiff; (2) a good standing certificate of Plaintiff; and (3) resolutions of the Registrar of Companies in accordance with Section 899(Agoverning board (or equivalent) of Plaintiff approving the Companies Actexecution and delivery of this Agreement and the other Funding Documents; and (iix) (after utilization of the Bridge Loans) Purchaser will have the funds necessary to acquire all the Target Sharessuch other documents, and to pay all fees and expenses incurred in connection with the Transaction; and (d) Administrative Agent shall have received evidence that all fees due and payable on the Initial Funding Date in accordance with the Syndication & Fee Letter shall have been paid completion of such other matters, as Funder may deem necessary or will be paid on the Initial Funding Date (provided that such evidence shall be satisfied if the fees are to be deducted from the initial Borrowing as set out in the relevant Notice of Borrowing)appropriate.

Conditions Precedent to Initial Funding. The obligations obligation of the Lenders Bank to extend Bridge Loans make any Loan to the Borrower on the Initial Funding Borrowing Date shall be is subject to the fulfillment at or prior to the Initial Funding Date of each of the following conditions precedent: (a) The Bank shall have received on or before the Ini tial Borrowing Date each of the following documents and instru ments, each dated such date, in form and substance reasonably satisfactory to the Bank: (a) a certificate of the Secretary of the Borrower dated the Initial Borrowing Date, certifying that (I) attached thereto are true and complete copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement, the borrowings hereunder by the Borrower and the execution, delivery and performance by the Borrower of the Note and such of the Related Documents to which it is a party, and (II) said resolutions are all the resolutions adopted by the Board of Directors of the Borrower in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date; (a) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders Certificate of Incorporation of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated Borrower certified as of a recent date by the Press Release Secretary of State of the jurisdiction of its incorporation; (andb) a certificate of said Secretary of State as to the due organization, corporate existence and good standing of the Borrower as of a recent date; (c) certificates of good standing of the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and (d) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Initial Borrowing Date, certifying (I) that attached thereto is a true and complete copy of its By-laws as in effect on the date of such certification, (II) that its Certificate of Incorporation has not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (a) above, and (III) as to the incumbency and signatures of each of its officers executing this Agreement, the Note and such of the other Related Documents to which it is a party; (iii) this Agreement, the Note, the Letters of Credit, if any, the Pledge Agreement, the Landlord Waivers, the Subordination Agreement and the Lock-Box Agreement, duly executed by all the parties thereto (other than the Bank) and the Borrower shall have established a lock-box account at the Bank and all steps shall have been taken to commence operation thereof; (iv) evidence that all actions necessary or, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% opinion of the Target Shares (Bank and its counsel, desirable, to create and perfect the “Acceptance Condition”))security interests and other Liens granted under the Related Documents, together with any changes which have been duly taken and that there are (i) required by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, (ii) not materially prejudicial no security interests senior to the security interests granted in favor of the Lenders under the Loan Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or Bank; (v) permitted under paragraph (a) an opinion of Schedule 1.1(b); (b) Administrative Agent shall have received a funds flow memorandum describing Schoeman, Xxxxx & Xxxxxx, LLP, counsel to the anticipated flow of fundsBorrower, including payment of all fees due and payable in accordance with or other counsel satisfactory to the Syndication & Fee LetterBank, in an aggregate amount of not less than the amount necessary to acquire any Target Shares; (c) Administrative Agent shall have received a certificate in substantially in the form of Exhibit 5.2(c) certifying that:G hereto; (ivi) such consents, approvals or acknowledgments with respect to such of the transactions hereunder as may be necessary or as the Bank or its counsel may deem appropriate; (vii) a certificate of the Borrower signed on its behalf by its president or chief financial officer that (A) each of the Financial Covenants contained in Article VII is complied with by the case of an OfferBorrower, the Offer has become or has been declared unconditional in all respects; or and calculating such covenants, (B) no material adverse change in the case of a Schemebusiness, a copy of an order of assets, properties, operations, prospects or the Court sanctioning the Scheme has been filed on behalf of the Target with the Registrar of Companies in accordance with Section 899(Acondition (financial or otherwise) of the Companies Act; andBorrower has occurred since September 30, 1995, (C) no material litigation or 34 administrative proceeding of or before any court or governmental body or agency is pending or threatened against the Borrower or any of its properties other than as disclosed in Schedule 4.04 hereto, and (D) the Borrower is in compliance with all pertinent federal, state and local laws, rules and regulations, including, without limitation, those with respect to ERISA, OSHA and all Environmental Laws; (iiviii) (after utilization the completed field audit of the Bridge LoansBorrower by the Bank or a Person designated by the Bank of the Accounts Receivable, Inventory and accounting systems of the Borrower; (ix) Purchaser will have a certificate showing that, (A) after giving effect to (I) the funds necessary to acquire issuance of the Letters of Credit, if any, requested by the Borrower (II) the consummation of all the Target Sharesother transactions contemplated by this Agreement, and (III) all Transaction Costs, and (B) after subtracting trade payables (excluding trade payables to pay all fees the Subordinated Lenders) 60 days or more past due and expenses incurred in connection with any uncovered book overdrafts, the Transaction; andAvailable Commitment is not less than $1,000,000; (dx) Administrative Agent shall have received evidence that all fees due and payable on the Initial Funding Date in accordance with the Syndication & Fee Letter shall have been paid or will be paid on the Initial Funding Date (provided that such evidence shall be satisfied if the fees are to be deducted from the initial Borrowing as set out satisfactory review, in the relevant Notice Bank's sole sole discretion, of Borrowing).the books and records of the Borrower, all material contracts of the Borrower, including, but not limited to, vendor supply agreement, and all trade references of the Borrower;

Conditions Precedent to Initial Funding. The obligations So long as the Commitment Termination Date shall not have occurred, the obligation of the Lenders each Lender to extend Bridge Loans on make the Initial Funding Date shall be Advance is subject to the fulfillment at condition precedent that Agent shall have received, in form and substance satisfactory to Agent, or prior that Agent shall have waived in writing the requirement to the Initial Funding Date of each receive such item, all of the following conditions precedentfollowing: (a) a copy Satisfaction of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders of the Target, all conditions precedent in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% of the Target Shares (the “Acceptance Condition”)), together with any changes which are Section 3.1; (i) required The Payoff Letter fully executed by Xxxxx Fargo evidencing repayment of all of the Takeover Panel, Indebtedness of Borrower to Xxxxx Fargo and release of any Liens upon Borrower’s property or assets existing as collateral for the Court, obligations to Xxxxx Fargo under the City Code, Xxxxx Fargo Loan and those granted to Xxxxx Fargo in connection with any treasury management or any other applicable law, regulation, court or regulatory body, products and services provided to the Loan Parties and (ii) not materially prejudicial to the interests of the Lenders under the fully executed documents and instruments executed and delivered by any Loan Documents (provided that Party in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that connection with any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b); (b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target SharesLC Collateral Account; (c) Administrative Agent shall have received a certificate in substantially in such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, UCC financing statements or amendments to UCC financing statements, as Agent shall reasonably request to evidence the form perfection and priority of Exhibit 5.2(c) certifying that:the security interests granted to Agent pursuant to Section 4 and pursuant to the terms of the Loan Documents; (id) (A) The representations and warranties contained in the case of an Offer, the Offer has become Section 5 or has been declared unconditional in all respects; or (B) in the case of a Scheme, a copy of an order any Loan Document executed and delivered by any Loan Party shall be true and correct as of the Court sanctioning the Scheme has been filed on behalf Closing Date and no Default or Event of Default shall have occurred and be continuing as of the Target with Closing Date, or would exist after giving effect to the Registrar of Companies in accordance with Section 899(A) Initial Advance. The making of the Companies ActInitial Advance shall be deemed to be a representation and warranty by Borrower on the date of the Initial Advance as to the accuracy of the facts referred to in this Section 3.2; (e) Evidence of the insurance coverage required by Section 6.8 of this Agreement; and (iif) (after utilization of the Bridge Loans) Purchaser will have the funds necessary to acquire all the Target SharesSuch other documents, and to pay all fees and expenses incurred in connection with the Transaction; and (d) Administrative completion of such other matters, as Agent shall have received evidence that all fees due and payable on the Initial Funding Date in accordance with the Syndication & Fee Letter shall have been paid may deem necessary or will be paid on the Initial Funding Date (provided that such evidence shall be satisfied if the fees are to be deducted from the initial Borrowing as set out in the relevant Notice of Borrowing)appropriate.

Conditions Precedent to Initial Funding. The obligations In addition to the conditions set forth in Section 6.3, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Initial Funding Date”) that each of the Lenders following conditions has been satisfied: (a) Agent shall have received updated UCC and PPSA Lien searches and other evidence satisfactory to extend Bridge Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (b) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Loan Party certifying that, after giving effect to the initial Loans on and transactions hereunder, (i) such Loan Party is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (c) Agent shall have received, in form and substance satisfactory to Agent, (i) a pro forma balance sheet of Parent, dated as of the Initial Funding Date shall be subject Date, and reflecting no material adverse changes from the pro forma balance sheet most recently delivered to Agent by Parent, (ii) financial projections of Parent evidencing, to Agent’s satisfaction, Borrowers’ ability to comply with the fulfillment at or covenants set forth in Section 10.3 hereof, and (iii) interim financial statements of Parent as of a date not more than thirty (30) days prior to the Initial Funding Date of each of the following conditions precedent:Date. (ad) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% of the Target Shares (the “Acceptance Condition”)), together with any changes which are (i) required by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, (ii) not materially prejudicial to the interests of the Lenders under the Loan Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b); (b) Administrative Agent shall have received completed a funds flow memorandum describing roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the anticipated flow financial condition of fundsany Obligor or in the quality, including payment quantity or value of any Collateral shall have occurred since the Closing Date. (e) Borrowers shall have paid all fees due and payable expenses to be paid to Agent and Lenders on the Initial Funding Date. (f) Agent shall have received, in accordance with the Syndication & Fee Letter, in an aggregate amount terms of not less than the amount necessary to acquire any Target Shares; (c) Administrative Agent shall have received a certificate in substantially in the form of Exhibit 5.2(c) certifying that: (i) (A) in the case of an OfferSection 8.1, the Offer has become or has been declared unconditional in all respects; or (B) in Borrowing Base Certificate most recently required to be delivered pursuant to Section 8.1. Upon giving effect to the case initial funding of a Scheme, a copy Loans and issuance of an order Letters of the Court sanctioning the Scheme has been filed on behalf of the Target with the Registrar of Companies in accordance with Section 899(A) of the Companies Act; and (ii) (after utilization of the Bridge Loans) Purchaser will have the funds necessary to acquire all the Target SharesCredit, and to pay the payment by Borrowers of all fees and expenses incurred in connection with the Transaction; andherewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $30,000,000. (dg) Administrative Agent shall have received evidence all governmental and third party consents and approvals required in order to consummate the transactions contemplated hereby. (h) Agent shall have received all third party consents and all Communication Regulatory Authority consents and approvals for each jurisdiction in which a Loan Party conducts business or maintains assets required in order to consummate the transactions contemplated hereunder, all in form and substance satisfactory to Agent. (i) Agent shall have received a written opinion of special regulatory counsel to the Loan Parties, concerning certain regulatory matters and the absence of, or compliance with, regulatory requirements in each jurisdiction in which a Loan Party conducts business or maintains assets, in form and substance satisfactory to Agent. Notwithstanding anything to the contrary set forth in Section 6.3, but in any event subject to all other terms, conditions and provisions of this Agreement, Agent, Issuing Bank and Lenders shall (x) arrange for the issuance of Letters of Credit, provided that all fees due and payable on the Initial Funding Date in accordance with the Syndication & Fee Letter shall have been paid or will be paid on the Initial Funding Date (provided that such evidence LC Obligations shall be satisfied if Cash Collateralized until satisfaction of all conditions set forth in Section 6.2 and (y) fund Loans, but solely for the fees are purpose of and expressly limited to, the reimbursement of fees, costs and expenses chargeable by Agent or any Lender to be deducted from the initial Borrowing as set out in the relevant Notice of Borrowing)any Loan Party hereunder or any other Loan Document.