Common use of Conditions Precedent to Restatement Clause in Contracts

Conditions Precedent to Restatement. In addition to the conditions set forth in Section 6.2, the amendment and restatement of the Existing Loan Agreement is conditioned upon, and Lenders and Issuing Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied (or waived by Agent with the consent of all Lenders): (a) Each Loan Document required to be executed and delivered on or prior to the date hereof shall have been duly executed and delivered to Agent by each of the signatories thereto (including all Lenders under the Existing Loan Agreement consenting hereto). (b) Except as provided on Schedule 10.1.11, Agent shall have received satisfactory evidence that Agent and/or Security Trustee has a valid and perfected first priority (except as otherwise permitted hereunder and under the other Loan Documents, including the Intercreditor Agreement) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral) and that all Liens on the Collateral other than Permitted Liens have been (or are being) terminated. (c) Agent shall have received certificates, in form reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower, or in the case of a Dutch borrower, a director, certifying that, after giving effect to the Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date which shall be true and correct in all material respects or all respects, as applicable, as of such earlier date); and (iv) attached thereto are all governmental and third party consents and approvals as may be appropriate for any Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). (d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted and have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Jones Day, as UK counsel to the UK Domiciled Obligors, U.S. counsel to Obligors and as Dutch counsel to the Dutch Domiciled Obligors, Xxxxxx Xxxx Xxxxxxxxx, as Dutch and UK counsel to Agent, as well as any other local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) Agent shall have received good standing certificates for each Obligor (to the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (h) No material adverse change in the financial condition of any Borrower or of Obligors, taken as a whole, shall have occurred since December 31, 2020. (i) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date to the extent such fees and expenses are invoiced at least two Business Days prior to the Closing Date, including all fees and expenses due under the Fee Letter. (j) Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, Total Excess Availability shall be at least $100,000,000. (k) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that could reasonably be expected to have a Material Adverse Effect or adversely affect this Agreement or the transactions contemplated hereby. (l) Agent shall have received financial projections of Parent through 2025. (m) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens. (n) Agent shall have received a true, complete and correct copy of the Term Loan Agreement and each of the material Term Loan Documents, which shall be in full force and effect. (o) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. For purposes of determining compliance with the conditions specified in this Section 6.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable to a Lender or Agent unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Restatement. In addition to the conditions set forth in Section 6.2, the amendment and restatement of the Existing Loan Agreement is conditioned upon, and Lenders and Issuing Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied (or waived by Agent with the consent of all Lenders): (a) Each Loan Document required to be executed and delivered on or prior to the date hereof shall have been duly executed and delivered to Agent by each of the signatories thereto (including all Lenders under the Existing Loan Agreement consenting hereto), and each Obligor shall be in compliance with all terms thereof. (b) Except as provided on Schedule 10.1.11, Agent shall have received satisfactory evidence that Agent and/or Security Trustee has a valid and perfected first priority (except as otherwise permitted hereunder and under the other Loan Documents, including the Intercreditor Agreementhereunder) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral) and that all Liens on the Collateral other than Permitted Liens have been (or are being) terminated. (c) Agent shall have received evidence of the establishment of each Dominion Account and related lockboxes (or similar arrangements acceptable to the Agent), together with fully-executed Deposit Account Control Agreements with respect thereto and covering the other Deposit Accounts listed on Schedule 8.5, in each case as required by Sections 8.2.4 and 8.5. (d) Agent shall have received certificates, in form reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower, or in the case of a Dutch borrower, a director, Borrower certifying that, after giving effect to the Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date which shall be true and correct in all material respects or all respects, as applicable, as of such earlier date)correct; and (iv) attached thereto are such Borrower has complied with all governmental agreements and third party consents and approvals conditions to be satisfied by it under the Loan Documents as may be appropriate for any Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required)of the Closing Date. (de) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted and adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this amended and restated credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; and (iv) that attached thereto are all governmental and third party consents and approvals as may be appropriate for such Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (ef) Agent shall have received a written opinion of Jones Xxxxx Day, as UK counsel to the UK Domiciled Obligors, Obligors and U.S. counsel to Obligors and as Dutch counsel to the Dutch Domiciled Obligors, Xxxxxx Norton Xxxx Xxxxxxxxx, as Dutch and UK counsel to Agent, as well as any other local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (fg) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) . Agent shall have received good standing certificates for each Obligor (to the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (h) [Reserved.] (i) No material adverse change in the financial condition of any Borrower or of the Obligors, taken as a whole, shall have occurred since December 31, 20202015. (ij) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date to the extent such fees and expenses are invoiced at least two Business Days prior to the Closing Date, including all fees and expenses due under the Fee Letter. (jk) Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewithherewith as well as any payables stretched beyond their customary payment practices, Total Excess Availability shall be at least $100,000,000. (kl) [Reserved.] (m) Any information reasonably required by a Lender and any other Secured Party to enable it to meet its internal “know your customer” compliance requirements and normal operating procedures shall have been delivered. (n) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect or adversely affect this Agreement or the transactions contemplated hereby. (lo) Agent shall have received (a) financial projections of Parent through 20252020 which, among other things, evidence Borrowers’ ability to comply with the Fixed Charge Coverage Ratio and (b) a pro forma balance sheet of Parent and its Subsidiaries giving effect to this Agreement. (mp) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens. (n) Agent shall have received a true, complete and correct copy of the Term Loan Agreement and each of the material Term Loan Documents, which shall be in full force and effect. (o) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. For purposes of determining compliance with the conditions specified in this Section 6.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable to a Lender or Agent unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Restatement. In addition to the conditions set forth in Section 6.2, the amendment The Restatement shall become effective on and restatement as of the Existing Loan Agreement is conditioned upon, and Lenders and Issuing Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the first date (the “Closing Effective Date”) that each of on which the following conditions has precedent have been satisfied (or waived by Agent with the consent of all Lenders):satisfied: (a) Each Loan Document required to be executed and delivered The Administrative Agent shall have received on or prior before the Effective Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the date hereof Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.16. (ii) Except as otherwise provided in Sections 5.01(l) and 5.01(j)(iii), all necessary modifications or confirmations to the Collateral Documents in effect on the Effective Date shall have been duly executed and delivered so as to Agent by each ensure the continued effectiveness of the signatories thereto (including all Lenders under security interests created thereby, as reasonably determined by the Existing Loan Agreement consenting hereto). (b) Except as provided on Schedule 10.1.11Administrative Agent and its counsel, and the Administrative Agent shall have received satisfactory evidence that Agent and/or Security Trustee has a valid and perfected first priority (except all such other action as otherwise permitted hereunder and under shall be necessary or desirable to record, perfect or protect the other Loan Documents, including security interests of the Intercreditor Agreement) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral) and that all Liens on the Collateral other than Permitted Liens Secured Parties shall have been (or are being) terminatedtaken. (ciii) Agent Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transaction and each Loan Document to which it is or is to be a party. (iv) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Initial Extension of Credit, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate (to the extent the Secretary of State in the applicable jurisdictions typically provides such a certification) and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (i) A certificate of the Secretary or Assistant Secretary of each Loan Party, countersigned on behalf of such Loan Party by another officer of such Loan Party, dated the date of the Initial Extension of Credit (the statements made in which certificate shall have received certificatesbe true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(iv) and (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date of the Initial Extension of Credit, and (ii) a certificate of the President or a Vice President of the Borrower, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (B) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (vii) A certificate, in substantially the form reasonably satisfactory of Exhibit F hereto, attesting to it, from a knowledgeable Senior Officer the Solvency of each Borrower, or in the case of a Dutch borrower, a director, certifying that, Loan Parties before and after giving effect to the Loans Transaction, from the chief financial officer of the Parent. (viii) A certificate of the Chief Financial Officer of the Borrower certifying that the assets being transferred to Meridian Joint Speedway pursuant to the Meridian Joint Speedway Transaction Agreement have a book value not in excess of $170,000,000. (ix) Such financial, business and transactions hereunderother information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, (i) such Borrower is Solvent; (ii) no Default or Event including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 2005, interim financial statements dated the end of Default exists; (iii) the representations and warranties set forth in Section 9 most recent fiscal quarter for which financial statements are true and correct in all material respects available (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date which shall be true and correct in all the event the Lender Parties’ due diligence review reveals material respects or all respects, as applicablechanges since such financial statements, as of such earlier date); and (iv) attached thereto are all governmental and third party consents and approvals as may be appropriate for any Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). (d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery later date within 45 days of the Loan Documents is true and completeday of the Initial Extension of Credit), and that such resolutions are in full force and effect, were duly adopted and have not been amended, modified or revoked; and (iii) pro forma financial statements as to the title, name Parent and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified forecasts prepared by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Jones Day, as UK counsel to the UK Domiciled Obligors, U.S. counsel to Obligors and as Dutch counsel to the Dutch Domiciled Obligors, Xxxxxx Xxxx Xxxxxxxxx, as Dutch and UK counsel to Agent, as well as any other local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (f) Agent shall have received copies management of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) Agent shall have received good standing certificates for each Obligor (to the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (h) No material adverse change in the financial condition of any Borrower or of Obligors, taken as a whole, shall have occurred since December 31, 2020. (i) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date to the extent such fees and expenses are invoiced at least two Business Days prior to the Closing Date, including all fees and expenses due under the Fee Letter. (j) Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, Total Excess Availability shall be at least $100,000,000. (k) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that could reasonably be expected to have a Material Adverse Effect or adversely affect this Agreement or the transactions contemplated hereby. (l) Agent shall have received financial projections of Parent through 2025. (m) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens. (n) Agent shall have received a true, complete and correct copy of the Term Loan Agreement and each of the material Term Loan Documents, which shall be in full force and effect. (o) Each Obligor shall have providedParent, in form and substance satisfactory to Agent the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the day of the Initial Extension of Credit and on an annual basis for each Lenderyear thereafter until the Termination Date. (x) A Notice of Borrowing or Notice of Issuance, all documentation as applicable, relating to the Initial Extension of Credit. (xi) A favorable opinion of Sonnenschein, Nath & Rxxxxxxxx LLP, counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other information matters as Agent or any Lender deems appropriate Party through the Administrative Agent may reasonably request. (b) The Lender Parties shall be satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments relating thereto terminated and that all Surviving Debt shall be on terms and conditions satisfactory to the Lender Parties. (c) All Governmental Authorizations and third party consents and approvals necessary in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it Transaction shall have provided a Beneficial Ownership Certification been obtained (without the imposition of any conditions that are not acceptable to Agent the Lender Parties) and Lenders shall remain in relation to such Obligor. For purposes of determining compliance effect; all applicable waiting periods in connection with the conditions specified in this Section 6.1Transaction shall have expired without any action being taken by any competent authority, each Lender that has signed this Agreement and no law or regulation shall be deemed applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to have consented to, approved transfer or acceptedotherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (d) The Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of the Parent and its Subsidiaries as they shall have requested. (e) The Borrower shall have paid all accrued fees of the Agents and the Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent). (f) The Lender Parties shall be satisfied withwith the nature of and amount of all existing and potential environmental concerns associated with the facilities of the Loan Parties, and shall be satisfied with the Borrower’s plans with respect thereto. (g) The Borrower shall have, and shall have caused each document or other matter obligor under the Collateral Documents to, execute and deliver any and all further documents, financing statements, agreements and instruments, and take all such further actions that may be required thereunder to be consented cause the collateral to or approved by or acceptable to have a Lender or Agent unless Agent perfected, first priority security interest in favor of the Secured Parties. (h) The Facilities shall have received notice debt ratings from such Lender prior to the proposed Closing Date specifying its objection thereto.Mxxxx’x and S&P.

Conditions Precedent to Restatement. In addition to the conditions set forth in Section 6.2, the amendment and restatement of the Existing Loan Agreement is conditioned upon, and Lenders and Issuing Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied (or waived by Agent with the consent of all Lenders): (a) Each Loan Document required to be executed and delivered on or prior to the date hereof shall have been duly executed and delivered to Agent by each of the signatories thereto (including all Lenders under the Existing Loan Agreement consenting hereto). (b) Except as provided on Schedule 10.1.11, Agent shall have received satisfactory evidence that Agent and/or Security Trustee has a valid and perfected first priority (except as otherwise permitted hereunder and under the other Loan Documents, including the Intercreditor Agreement) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral) and that all Liens on the Collateral other than Permitted Liens have been (or are being) terminated. (c) Agent shall have received certificates, in form reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower, or in the case of a Dutch borrower, a director, certifying that, after giving effect to the Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date which shall be true and correct in all material respects or all respects, as applicable, as of such earlier date); and (iv) attached thereto are all governmental and third party consents and approvals as may be appropriate for any Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). (d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted and have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Jones Xxxxx Day, as UK counsel to the UK Domiciled Obligors, U.S. counsel to Obligors and as Dutch counsel to the Dutch Domiciled Obligors, Xxxxxx Norton Xxxx Xxxxxxxxx, as Dutch and UK counsel to Agent, as well as any other local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (f) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) Agent shall have received good standing certificates for each Obligor (to the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (h) No material adverse change in the financial condition of any Borrower or of Obligors, taken as a whole, shall have occurred since December 31, 2020. (i) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date to the extent such fees and expenses are invoiced at least two Business Days prior to the Closing Date, including all fees and expenses due under the Fee Letter. (j) Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, Total Excess Availability shall be at least $100,000,000. (k) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that could reasonably be expected to have a Material Adverse Effect or adversely affect this Agreement or the transactions contemplated hereby. (l) Agent shall have received financial projections of Parent through 2025.. 115 (m) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens. (n) Agent shall have received a true, complete and correct copy of the Term Loan Agreement and each of the material Term Loan Documents, which shall be in full force and effect. (o) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. For purposes of determining compliance with the conditions specified in this Section 6.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable to a Lender or Agent unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Restatement. In addition to the conditions set forth in Section 6.2, the The amendment and restatement of the Existing Loan this Agreement is conditioned upon, and Lenders and Issuing Banks shall not be required subject to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) condition precedent that each of the following conditions has been satisfied (or waived by Agent with the consent of all Lenders): (a) Each Loan Transaction Document required to be executed and delivered on or prior to the date hereof shall have been duly executed and delivered to Agent by each of the signatories thereto (including all Lenders under the Existing Loan Agreement consenting hereto). (b) Except as provided on Schedule 10.1.11, Agent shall have received satisfactory evidence that Agent and/or Security Trustee has a valid and perfected first priority (except as otherwise permitted hereunder and under the other Loan Documents, including the Intercreditor Agreement) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral) and that all Liens on the Collateral other than Permitted Liens have been (or are being) terminated. (c) Agent shall have received certificates, in form reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower, or in the case of a Dutch borrower, a director, certifying that, after giving effect to the Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date which shall be true and correct in all material respects or all respects, as applicable, as of such earlier date); and (iv) attached thereto are all governmental and third party consents and approvals as may be appropriate for any Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). (d) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) effect and the further condition that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted and have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent Administrator shall have received a written opinion of Jones Dayreceived, as UK counsel to on or before the UK Domiciled ObligorsRestatement Date, U.S. counsel to Obligors the following, each (unless otherwise indicated) dated such date and as Dutch counsel to the Dutch Domiciled Obligors, Xxxxxx Xxxx Xxxxxxxxx, as Dutch and UK counsel to Agent, as well as any other local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent.the Administrator: (fa) Agent shall have received copies Good standing certificates for each of Parent and Seller issued by the Secretaries of State of the charter documents jurisdiction of its incorporation and its principal place of business, as at a recent date; (b) A certificate of the Secretary or Assistant Secretary of each Obligorof Seller and Parent certifying (i) a copy of the resolutions of its Board of Directors approving the Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and each Purchaser may conclusively rely until such time as the Administrator shall receive from Seller, such Originator or Parent, as the case may be, a revised certificate meeting the requirements of this subsection (b)); (iii) a copy of its by-laws; and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents to which such Person is a party; (c) The Certificate of Incorporation or Articles of Incorporation, as applicable, of each of Seller and Parent, duly certified by the Secretary of State of the jurisdiction of its incorporation, as of a recent date; (d) Acknowledgment copies, or time stamped receipt copies, of proper financing statements (Form UCC-3), filed on or prior to the Restatement Date, naming the Administrator as secured party; (e) A search report provided in writing to and approved by the Administrator listing all effective financing statements that name any Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to subsection (d) above and in such other appropriate official jurisdictions that Administrator shall reasonably request, together with copies of such Obligor’s jurisdiction financing statements (none of organization.which shall cover any Pool Assets, unless executed termination statements and/or partial releases with respect thereto have been delivered to the Administrator), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Administrator showing no evidence of such liens filed against any Originator; (f) Assignments of the Lock-Box Agreements with the Lock-Box Banks; (g) Agent Such powers of attorney as the Administrator shall have received good standing certificates for each Obligor (reasonably request to enable the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.Administrator to collect all amounts due under any and all Pool Assets; and (h) No material adverse change in A pro forma Servicer Report, dated as of the financial condition of any Borrower or of Obligors, taken as a whole, shall have occurred since December 31, 2020. (i) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date to the extent such fees and expenses are invoiced at least two Business Days prior to the Closing Restatement Date, including all fees and expenses due under the Fee Letterassuming a Cut-Off Date of September 30, 2003. (j) Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, Total Excess Availability shall be at least $100,000,000. (k) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that could reasonably be expected to have a Material Adverse Effect or adversely affect this Agreement or the transactions contemplated hereby. (l) Agent shall have received financial projections of Parent through 2025. (m) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens. (n) Agent shall have received a true, complete and correct copy of the Term Loan Agreement and each of the material Term Loan Documents, which shall be in full force and effect. (o) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. For purposes of determining compliance with the conditions specified in this Section 6.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable to a Lender or Agent unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.