Common use of Conditions to establishment Clause in Contracts

Conditions to establishment. (a) The establishment of an Incremental Facility will only be effected in accordance with Clause 6.8 (Establishment of Incremental Facility) if: (i) on the date of the Incremental Facility Notice and on the Establishment Date: (A) no Event of Default is continuing and no Default would result from the establishment of the proposed Incremental Facility; and (B) the Repeating Representations to be made by each Obligor are true in all material respects; and (ii) the Agent has received confirmation from the Lenders that they have received, in form and substance satisfactory to the Lenders: (A) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and (B) any applicable Incremental Facility Supplemental Security. (b) The Agent shall notify the Borrower promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above (and shall confirm to the Lenders that it has so notified the Borrower). (c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (a) The establishment of an Incremental Facility Notes Series will only be effected in accordance with Clause 6.8 7.8 (Establishment of Incremental Facility) if: (i) on the date of the Incremental Facility Notes Series Notice and on the Establishment Date: (A) no Event of Default is continuing and no Default would result from the establishment of the proposed Incremental FacilityNotes Series; and (B) the Repeating Representations to be made by each Obligor are true in all material respects; and (ii) the Agent has received confirmation from the Lenders Subscribers that they have received, in form and substance satisfactory to the LendersSubscribers: (A) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility Notes Series to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and (B) any applicable Incremental Facility Notes Series Supplemental Security. (b) The Agent shall notify the Borrower Issuer promptly upon the Lenders Subscribers being satisfied under sub-paragraph (a)(ii) above (and shall confirm to the Lenders Subscribers that it has so notified the BorrowerIssuer). (c) Other than to the extent that the Majority Lenders Note Subscribers notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders Subscribers authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (a) The establishment of an Incremental Accordion Facility will only be effected in accordance with Clause 6.8 6.7 (Establishment of Incremental Accordion Facility) if: (i) on the date of the Incremental Accordion Facility Notice and on the Establishment Accordion Facility Date: (A) no Event of Default is continuing and no Default or would result from the establishment of the proposed Incremental Accordion Facility; and (B) the Repeating Representations to be made by each Obligor are true in all material respects; and; (ii) the Facility Agent has received confirmation from the Lenders that they have received, in form and substance satisfactory to the Lendersit: (A) the originals of any Accordion Facility Finance Documents (and of any documents required to be delivered by them); and (B) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental the Accordion Facility to maintain the effectiveness of the SecurityFinance Documents and the Security Interests created thereunder including, guaranteesbut not limited to, indemnities and other assurance against loss provided any addenda or supplements to the Finance Parties pursuant to the Finance DocumentsMortgages; and (BC) any applicable Incremental such legal opinions as the Facility Supplemental SecurityAgent may require in connection with the documents referred to in this paragraph (i)(A). (b) The Facility Agent shall notify the Borrower Corporate Guarantor and the Lenders promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above of paragraph (and shall confirm to the Lenders that it has so notified the Borrower)a) above. (c) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (a) The establishment of an Incremental the Accordion Facility will only be effected in accordance with Clause 6.8 6.7 (Establishment of Incremental Accordion Facility) if: (i) on the date of the Incremental Accordion Facility Notice and on the Establishment Accordion Facility Date: (A) no Event of Default is continuing and no Default or would result from the establishment of the proposed Incremental Accordion Facility; and (B) the Repeating Representations to be made by each Obligor are true in all material respects; and; (ii) the Facility Agent has received confirmation from the Lenders that they have received, in form and substance satisfactory to the Lendersit: (A) the originals of any Accordion Facility Finance Documents (and of any documents required to be delivered by them); and (B) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental the Accordion Facility to maintain the effectiveness of the SecurityFinance Documents and the Security Interests created thereunder including, guaranteesbut not limited to, indemnities and other assurance against loss provided any addenda or supplements to the Finance Parties pursuant to the Finance DocumentsMortgages; and (BC) any applicable Incremental such legal opinions as the Facility Supplemental SecurityAgent may require in connection with the documents referred to in this paragraph (i)(A). (b) The Facility Agent shall notify the Borrower Corporate Guarantor and the Lenders promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above of paragraph (and shall confirm to the Lenders that it has so notified the Borrower)a) above. (c) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (aA) The establishment of an Incremental Facility increase in Commitments pursuant to an Accordion Increase will only be effected in accordance with Clause 6.8 8.7 (Establishment of Incremental FacilityAccordion Increase) if: (i1) on the date of the Incremental Facility Notice and on the Establishment Date: (A) Accordion Increase Proposal, no Event of Default is continuing and no Default or would result from the establishment of the proposed Incremental Facility; andincrease in Commitments; (B2) each Participating Lender, to the extent not already a Lender hereunder delivers an Accordion Increase Lender Certificate to the Agent and the Company; (3) the Repeating Representations Agent and each Participating Lender has received (or arrangements are in place to be made by each Obligor its satisfaction that it is contracted to receive) such fees that are true payable to it in all material respects; and accordance with Clause 8.11 (iiIncrease Commitment Fees) and the Agent has received confirmation from the Lenders that they have received, (in form and substance satisfactory to the Lenders: (Ait) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility increase in Commitments to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and. (B) any applicable Incremental Facility Supplemental Security. (b) The Agent shall notify the Borrower Company and the Lenders promptly upon the Lenders being satisfied under sub-paragraph (a)(iiA)(3) above (and shall confirm to the Lenders that it has so notified the Borrower)above. (cC) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (bB) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (ai) The establishment of an Incremental Facility the Additional Notes will only be effected in accordance with this Clause 6.8 (Establishment of Incremental Facility) 2.2 if: (iA) on the date of the Incremental Facility Additional Notes Notice and on the Establishment Date: (A1) no Event of Default is continuing and no Default or would result from the establishment of the proposed Incremental Facilityrelevant Additional Notes; and (B2) the Repeating Representations to be made by each Obligor are true in all material respects; andtrue; (iiB) (in respect of the establishment of the Additional A Notes) the Agent Additional A Note Warrants are issued to each Additional A Note Purchaser; (C) (in respect of the establishment of the Additional A Notes) the conditions precedent set out in Part 3 of Schedule 2 (Conditions Precedent) have been satisfied; (D) each Additional Note Purchaser accedes to this Agreement as a Purchaser; (E) the Purchasers’ Representative has received confirmation from in form and substance satisfactory to it: (1) all of the Lenders that they have received, documents and other evidence specified as conditions precedent in the Additional Notes Notice in form and substance satisfactory to the Lenders:Purchasers’ Representative or the Purchasers’ Representative (acting on the instructions of all Additional Note Purchasers) has waived in writing receipt of such documents or evidence (in each case acting on the instructions of the Additional Note Purchasers); (A2) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility the relevant Additional Notes to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and (B3) any applicable Incremental Facility Supplemental Security.Transaction Security in connection with the Additional Notes; and (bii) The Agent Purchasers’ Representative shall notify the Borrower Issuer and the Additional Note Purchasers promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above (and shall confirm to the Lenders that it has so notified the Borrower). (c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (bC) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (a) The establishment of an Incremental Accordion Facility will only be effected in accordance with Clause 6.8 6.7 (Establishment of Incremental Accordion Facility) if: (i) on the date of the Incremental Accordion Facility Notice and on the Establishment Accordion Facility Date: (A) no Event of Default is continuing and no Default or would result from the establishment of the proposed Incremental Accordion Facility; and (B) the Repeating Representations to be made by each Obligor are true in all material respects; and; (ii) the Facility Agent has received confirmation from the Lenders that they have received, in form and substance satisfactory to the Lendersit: (A) the originals of any Accordion Facility Finance Documents (and of any documents required to be delivered by them); and (B) such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental the Accordion Facility to maintain the effectiveness of the SecurityFinance Documents and the Security Interests created thereunder including, guaranteesbut not limited to, indemnities and other assurance against loss provided any addenda or supplements to the Finance Parties pursuant to the Finance DocumentsMortgages; and (BC) any applicable Incremental such legal opinions as the Facility Supplemental SecurityAgent may require in connection with the documents referred to in this paragraph (ii)(C). (b) The Facility Agent shall notify the Borrower Corporate Guarantor and the Lenders promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above of paragraph (and shall confirm to the Lenders that it has so notified the Borrower).a) above. 51 ‌ EUROPE/73091764v9 (c) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Conditions to establishment. (a) The establishment of an Incremental Facility will only be effected in accordance with Clause 6.8 8.7 (Establishment of Incremental Facility) if: (ia) on the date of Company confirms in the Incremental Facility Notice and on the Establishment Datethat: (i) subject to Clause 1.9 (Limited Condition Transaction): (A) Adjusted Leverage (calculated pro-forma for the full drawn amount of such Incremental Facility and the proposed expenditure of the proceeds of such Incremental Facility Loan) at the relevant date of determination, by reference to the most recent financial statements which have been delivered pursuant to the terms of this Agreement to calculate such ratio, will be equal to or less than 3.75:1.00; and (B) no Event of Default is continuing and no Default or would result from the establishment of the proposed Incremental Facility; and (Bii) the Repeating Representations to be made by each Obligor are true (and in the case of representations or warranties not qualified by materiality, are true in all material respects); (b) each Incremental Facility Lender which is not already party to the Intercreditor Agreement in the capacity of Incremental Facility Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement; (c) each Incremental Facility Lender delivers an Incremental Facility Lender Certificate to the Agent and the Company; and (iid) the Agent has received confirmation from the Lenders that they have received, in form and substance satisfactory to the Lenders: (A) it such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and; (Be) any applicable Incremental Facility Supplemental Paragraph (d) above shall be subject to the Agreed Security Principles to the same extent that the relevant Obligor’s obligation to grant the relevant Security, guarantee, indemnity or other assurance against loss was subject to the Agreed Security Principles. (bf) The Agent shall notify the Borrower Parent and the Lenders promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above (and shall confirm to the Lenders that it has so notified the Borrower). (c) this clause 8.6. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) aboveclause 8.6(f), the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.