Common use of Conditions to the Making of the Loan Clause in Contracts

Conditions to the Making of the Loan. The obligation of each Lender to make the Loan on the Funding Date is subject to the following conditions precedent: (a) No Event of Default or Unmatured Event of Default has occurred and is continuing at the time of, and after giving effect to, such Loan. (b) The representations and warranties contained in Article III are true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of, and after giving effect to, such Loan with the same effect as though made on the date of such Loan. (c) The DE US Loan shall have been disbursed in accordance with the DE US Loan Agreement. (d) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower, certifying (A) as to the matters set forth in Section 4.02(a), (b), (f), (g), (m) and (q), (B) that Dutch Unrestricted Cash is equal to or greater than $1,800,000,000, (C) the IRS Letter has not been revoked by the IRS, (D) that the IRS Letter has not been amended, modified or superseded in any manner that is adverse to the consummation of the Spin Transactions in a manner consistent with the Steps Description and (E) that the Spin Transactions are anticipated to be consummated in a manner that is not inconsistent with the IRS Letter. (e) The Administrative Agent shall have received a Conditions Precedent Certificate, signed by a Responsible Officer of the Borrower. (f) The Administrative Agent shall have received a Solvency Certificate substantially in the form of Exhibit E hereto, signed by the Treasurer of the Borrower. (g) The Administrative Agent shall have received the certificates and written evidence referenced in Sections 2.06(a)(i), 2.06(a)(ii) and 2.06(a)(iii). (h) [Reserved]. (i) The Administrative Agent and the Lenders shall have received a completed Funds Flow Memorandum. (j) All transactions contemplated by the Steps Description to occur prior to or on the date of the Spin Transactions through, to and including the Merger, shall have been consummated, except to the extent the failure to consummate any such transaction does not have a Material Adverse Effect. (k) [Reserved]. (l) Holdings and DutchCo have filed with the SEC and the AFM such documentation as is necessary to effectuate those aspects of the Spin Transactions to be consummated prior to or concurrently with the funding of the Loan hereunder, and each such party has obtained all necessary approvals from the SEC and the AFM and all other governmental and third party approvals necessary in connection with such transactions and the continuing operations of the Borrower and its Subsidiaries, and all such approvals are in full force and effect, except to the extent the failure to obtain such approvals does not have a Material Adverse Effect. (m) The Lenders shall have received copies of executed documentation providing for the issuance to and/or the purchase by the Borrower of the Preferred Equity Interests which purchase shall occur at the time the Loan funds. (n) The Lenders shall have received written or electronic confirmation from the Borrower that Holdings has received the Tax Opinion. (o) No Material Adverse Effect shall exist. (p) The Lenders shall have received evidence that (i) no litigation in respect of, or order, injunction, decree, ruling or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition, prohibiting this Agreement exists or is in effect and (ii) no litigation in respect of, or order, injunction, decree, ruling or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition, prohibiting the consummation of the Spin Transactions or any of the transactions related thereto, exists or is in effect. (q) There shall have been (i) no modification to the IRS Letter that would have a Material Adverse Effect and (ii) no adverse IRS ruling that would have a Material Adverse Effect in respect of the Spin Transactions. (r) The Borrower shall be a direct, wholly-owned subsidiary of DutchCo. (s) The Arrangers shall have received, to the extent invoiced prior to the Funding Date and subject to the terms of the Arrangers Fee Letter, all reasonable expenses payable by the Borrower to the Arrangers and the Lenders in connection with the transactions contemplated hereby.

Conditions to the Making of the Loan. The obligation of each Lender to make the Loan on the Funding Date is subject to the following conditions precedent: (a) No Event of Default or Unmatured Event of Default has occurred and is continuing at the time of, and after giving effect to, such Loan. (b) The representations and warranties contained in Article III are true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of, and after giving effect to, such Loan with the same effect as though made on the date of such Loan. (c) The DE US Loan shall have been disbursed in accordance with the DE US Loan Agreement[Reserved]. (d) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower, certifying (A) as to the matters set forth in Section 4.02(a), (b), (f), (g), (h), (i), (m) and (qo), (B) that Dutch Unrestricted Cash is equal to or greater than $1,800,000,000, (C) the IRS Letter has not been revoked by the IRS, (D) that the IRS Letter has not been amended, modified or superseded in any manner that is adverse to the consummation of the Spin Transactions in a manner consistent with the Steps Description and (E) that the Spin Transactions are anticipated to be consummated in a manner that is not inconsistent with the IRS Letter. (e) The Administrative Agent shall have received a Conditions Precedent Certificate, signed by a Responsible Officer of the Borrower. (f) The Administrative Agent shall have received a Solvency Certificate substantially in the form of Exhibit E hereto, signed by the Treasurer of the Borrower. (g) The Administrative Agent Distribution shall have received been consummated, immediately prior to the certificates and written evidence referenced initial funding of the Loan hereunder, in Sections 2.06(a)(i), 2.06(a)(ii) and 2.06(a)(iiiaccordance with the Steps Description (other than deviations therefrom that do not have a Material Adverse Effect). (h) [Reserved]. (i) The Administrative Agent and the Lenders shall have received a completed Funds Flow Memorandum. (j) All transactions contemplated by the Steps Description to occur prior to or on the date of the Spin Transactions through, to and including the Distribution but excluding for this purpose the Special Dividend and the Merger, shall have been consummated, except to the extent the failure to consummate any such transaction does not have a Material Adverse Effect. (ki) [Reserved]. (lj) Holdings and DutchCo have filed with the SEC and the AFM such documentation as is necessary to effectuate those aspects of the Spin Transactions to be consummated prior to or concurrently with the funding of the Loan hereunder, and each such party has obtained all necessary approvals from the SEC and the AFM and all other governmental and third party approvals necessary in connection with such transactions and the continuing operations of the Borrower and its Subsidiaries, and all such approvals are in full force and effect, except to the extent the failure to obtain such approvals does not have a Material Adverse Effect. (mk) The Lenders shall have received copies of executed documentation providing for the issuance to and/or the purchase by the Borrower DEMBI of the Preferred preferred Equity Interests which purchase shall occur at of the time the Loan fundsBorrower. (nl) The Lenders shall have received written or electronic confirmation from the Borrower that Holdings has received the Tax Opinion. (om) No Material Adverse Effect shall exist. (pn) The Lenders shall have received evidence that (i) no litigation in respect of, or order, injunction, decree, ruling or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition, prohibiting this Agreement exists or is in effect and (ii) no litigation in respect of, or order, injunction, decree, ruling or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition, prohibiting the consummation of the Spin Transactions or any of the transactions related thereto, exists or is in effect. (qo) There shall have been (i) no modification to the IRS Letter that would have a Material Adverse Effect and (ii) no adverse IRS ruling that would have a Material Adverse Effect in respect of the Spin Transactions. (rp) The Borrower DEMBI shall be have delivered a direct, wholly-owned subsidiary of DutchCoborrowing request under the DEMBI Credit Facility that is not subject to revocation requesting a funding thereunder on the requested Funding Date hereunder or the immediately following Business Day. (sq) All conditions precedent to funding under the DEMBI Credit Facility shall have been satisfied (other than conditions related to the prior consummation of the Merger, the funding of the Loan hereunder and the payment of the Special Dividend). (r) The Arrangers shall have received, to the extent invoiced prior to the Funding Date and subject to the terms of the Arrangers Fee Letter, all reasonable expenses payable by the Borrower to the Arrangers and the Lenders in connection with the transactions contemplated hereby.