Common use of Conditions to Certain Funds Credit Extensions Clause in Contracts

Conditions to Certain Funds Credit Extensions. (a) During the Certain Funds Period, the Lenders will be obliged to make a Certain Funds Credit Extension hereunder subject only to the following conditions: (i) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension: (A) no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); and (C) the Administrative Agent shall have received a Loan Notice in accordance with the requirements of this Agreement; and (D) the aggregate principal amount of the Certain Funds Credit Extension shall not exceed the Certain Funds Sublimit. (ii) on the date of the proposed Certain Funds Credit Extension, the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower confirming: (A) that no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) that all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); (C) in the case of an Offer, that acceptances that have been received and not withdrawn are for more than 90% of the Target Shares to which the Offer relates (or such other percentage as Bidco and the Administrative Agent may agree from time to time); (D) if a Scheme, that the Scheme Effective Date has occurred; and (E) if an Offer, that the Offer Unconditional Date has occurred. (iii) on the date of the proposed Certain Funds Credit Extension, if a Scheme, the Scheme Effective Date shall have occurred; (iv) on the date of the proposed Certain Funds Credit Extension, if an Offer, the Offer Unconditional Date shall have occurred; (v) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension, there shall not have been any material amendment to, supplement to or modification of any of the Acquisition Documents other than in accordance with or as permitted by the provisions of this Agreement or with the consent of the Administrative Agent; and (vi) on the date of the proposed Certain Funds Credit Extension, receipt by the Administrative Agent and the Lenders of all fees required to be paid pursuant to Section 2(j) of the Second Amendment and Section 2.09(a) hereof on or before the date of the proposed Certain Funds Credit Extension.

Conditions to Certain Funds Credit Extensions. (a) During Notwithstanding anything in this Agreement or any other Loan Document to the Certain Funds Periodcontrary, the Lenders will be obliged obligation of each Lender to make a honor any Committed Loan Notice in respect of any Certain Funds Credit Extension hereunder during the Certain Funds Period is subject only solely to the following conditionsconditions precedent: (ia) on The First Amendment Effective Date shall have occurred; (b) The Administrative Agent shall have received confirmation that the date Target Acquisition and the other Transactions will be consummated in accordance with the Implementation Deed, and the Implementation Deed has not been amended or modified, and no condition shall have been waived or consent granted, in any respect that is materially adverse to the Lenders without the Administrative Agent’s prior written consent; (c) the Major Representations shall be true and correct in all material respects as of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension: (A) no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) all the Major Representations are true and accurate in all material respects (; provided that any Major Representation representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” materiality or similar language shall be true and accurate correct (after giving effect to any qualification therein) in all respects); andrespects on such date; (Cd) no Major Default shall be continuing or would result from the Administrative Agent shall have received a Loan Notice in accordance with the requirements of this Agreement; andproposed Borrowing; (De) the aggregate principal amount of the Certain Funds Credit Extension shall not exceed the Certain Funds Sublimit. (ii) on the date of the proposed Certain Funds Credit Extension, the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower confirming: (A) that no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (Bf) that all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); (C) in the case of an Offer, that acceptances that have been received and not withdrawn are for more than 90% of the Target Shares to which the Offer relates (or such other percentage as Bidco and the Administrative Agent may agree from time to time); (D) if a Scheme, that the Scheme Effective Date has occurred; and (E) if an Offer, that the Offer Unconditional Date has occurred. (iii) on the date of the proposed Certain Funds Credit Extension, if a Scheme, the Scheme Effective Date shall have occurred; (iv) on the date of the proposed Certain Funds Credit Extension, if an Offer, the Offer Unconditional Date shall have occurred; (v) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension, there shall not have been any material amendment to, supplement to or modification of any of the Acquisition Documents other than in accordance with or as permitted by the provisions of this Agreement or with the consent of the Administrative Agent; and (vi) on the date of the proposed Certain Funds Credit Extension, receipt by the Administrative Agent and the Lenders of shall have received a Request for Credit Extension in accordance with the requirements hereof; and (g) the Administrative Agent and the Lenders shall have received all fees required to be paid pursuant to Section 2(j) of the Second Amendment and Section 2.09(a) hereof received on or before the date of the proposed Certain Funds Credit Extension, or evidence satisfactory that such fees will be received on or before the proposed Certain Funds Credit Extension.

Conditions to Certain Funds Credit Extensions. (a) During the Certain Funds Period, the Lenders will be obliged to make a Certain Funds Credit Extension hereunder subject only to the following conditions: (i) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension: (A) no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); and (C) the Administrative Agent shall have received a Loan Notice in accordance with the requirements of this Agreement; and (D) the aggregate principal amount of the Certain Funds Credit Extension shall not exceed the Certain Funds Sublimit. (ii) on the date of the proposed Certain Funds Credit Extension, the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower confirming: (A) that no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) that all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); (C) in the case of an Offer, that acceptances that have been received and not withdrawn are for more than 90% of the Target Shares to which the Offer relates (or such other percentage as Bidco and the Administrative Agent may agree from time to time); (D) if a Scheme, that the Scheme Effective Date has occurred; and (E) if an Offer, that the Offer Unconditional Date has occurred. (iii) on the date of the proposed Certain Funds Credit Extension, if a Scheme, the Scheme Effective Date shall have occurred; (iv) on the date of the proposed Certain Funds Credit Extension, if an Offer, the Offer Unconditional Date shall have occurred; (v) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension, there shall not have been any material amendment to, supplement to or modification of any of the Acquisition Documents other than in accordance with or as permitted by the provisions of this Agreement or with the consent of the Administrative Agent; and (vi) on the date of the proposed Certain Funds Credit Extension, receipt by the Administrative Agent and the Lenders of all any fees required to be paid pursuant to the Loan Documents (but excluding amounts referred to in Section 2(j7.17(b) of the Second Amendment and Section 2.09(a(c)) hereof on or before the date of the proposed Certain Funds Credit Extension. (b) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to make a Certain Funds Credit Extension hereunder) and subject as provided in Section 3.02, no Lender shall be entitled to: (i) cancel any of its Commitments; (ii) rescind, terminate or cancel this Agreement or exercise any similar right or remedy or make or enforce any claim under the Loan Documents; (iii) refuse to participate in the making of a Certain Funds Credit Extension; (iv) exercise any right of set-off or counterclaim in respect of a Certain Funds Credit Extension; or (v) cancel, accelerate or cause or require any reduction (other than any reduction required pursuant to the terms of this Agreement), repayment or prepayment of any commitment, loan or amounts owing under this Agreement or under any other Loan Document; or (vi) take any other action or make or enforce any claim or exercise any rights it may have against any Loan Party to the extent to do so would, directly or indirectly, prevent or limit the making of a Certain Funds Credit Extension, provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Conditions to Certain Funds Credit Extensions. (a) During the Certain Funds Period, the Lenders will be obliged to make a Certain Funds Credit Extension hereunder subject only to the following conditions: (i) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension:: #89470657v1 (A) no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); and (C) the Administrative Agent shall have received a Loan Notice in accordance with the requirements of this Agreement; and (D) the aggregate principal amount of the Certain Funds Credit Extension shall not exceed the Certain Funds Sublimit. (ii) on the date of the proposed Certain Funds Credit Extension, the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower confirming: (A) that no Major Default is continuing or would result from the proposed Certain Funds Credit Extension; (B) that all the Major Representations are true and accurate in all material respects (provided that any Major Representation that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and accurate (after giving effect to any qualification therein) in all respects); (C) in the case of an Offer, that acceptances that have been received and not withdrawn are for more than 90% of the Target Shares to which the Offer relates (or such other percentage as Bidco and the Administrative Agent may agree from time to time); (D) if a Scheme, that the Scheme Effective Date has occurred; and (E) if an Offer, that the Offer Unconditional Date has occurred. (iii) on the date of the proposed Certain Funds Credit Extension, if a Scheme, the Scheme Effective Date shall have occurred; (iv) on the date of the proposed Certain Funds Credit Extension, if an Offer, the Offer Unconditional Date shall have occurred; (v) on the date of the relevant Loan Notice and on the date of the proposed Certain Funds Credit Extension, there shall not have been any material amendment to, supplement to or modification of any of the Acquisition Documents other than in accordance with or as permitted by the provisions of this Agreement or with the consent of the Administrative Agent; and (vi) on the date of the proposed Certain Funds Credit Extension, receipt by the Administrative Agent and the Lenders of all any fees required to be paid pursuant to the Loan Documents (but excluding amounts referred to in Section 2(j7.17(b) of the Second Amendment and Section 2.09(a(c)) hereof on or before the date of the proposed Certain Funds Credit Extension. #89470657v1 (b) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to make a Certain Funds Credit Extension hereunder) and subject as provided in Section 3.02, no Lender shall be entitled to: (i) cancel any of its Commitments; (ii) rescind, terminate or cancel this Agreement or exercise any similar right or remedy or make or enforce any claim under the Loan Documents; (iii) refuse to participate in the making of a Certain Funds Credit Extension; (iv) exercise any right of set-off or counterclaim in respect of a Certain Funds Credit Extension; or (v) cancel, accelerate or cause or require any reduction (other than any reduction required pursuant to the terms of this Agreement), repayment or prepayment of any commitment, loan or amounts owing under this Agreement or under any other Loan Document; or (vi) take any other action or make or enforce any claim or exercise any rights it may have against any Loan Party to the extent to do so would, directly or indirectly, prevent or limit the making of a Certain Funds Credit Extension, provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Lenders notwithstanding that they may not have been used or been available for use during the Certain Funds Period.