Common use of Escrow Funding Date Clause in Contracts

Escrow Funding Date. If the Escrow Funding Election is made by Capri Holdings, the obligations of each Term Loan Lender to make a Term Loan and of each Revolving Lender to make a Limited Condition Revolving Loan hereunder shall not be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Effective Date shall have occurred. (b) The Specified Representations shall be true and correct in all material respects as of the Escrow Funding Date, it being understood that the Commitments of the Lenders and the extensions of credit thereunder on the Escrow Funding Date shall not be conditioned on the accuracy or correctness in all material respects of any representation or warranty other than the Specified Representations. (c) There shall not have occurred and be continuing any Event of Default under (i) paragraph (a) or (b) of Article VII with respect to nonpayment of principal or interest in respect of any Loan or LC Disbursement, (ii) paragraph (d) of Article VII with respect to maintaining the Borrowers’ corporate existence, (iii) paragraph (f) of Article VII with respect to the failure to pay any principal in respect of any Material Indebtedness and (iv) paragraph (h) and (i) of Article VII in respect of bankruptcy events. (d) The Administrative Agent shall have received a certificate, dated the Escrow Funding Date and signed by the President, a Vice President or a Financial Officer of Capri Holdings, confirming the satisfaction of the conditions set forth in paragraphs (b), (c) and (j) of this Section 4.03. (e) The Administrative Agent (or its counsel) shall have received from each party thereto either (A) a counterpart of the Escrow Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the Escrow Agreement. (f) The Administrative Agent shall be reasonably satisfied that the Escrow Account has been established pursuant to the terms of the Escrow Agreement. (g) The Administrative Agent shall be reasonably satisfied that arrangements reasonably satisfactory to it are in place for the payment of the dollar proceeds of the Term Loans and Limited Condition Revolving Loans to be funded on the Escrow Funding Date to the Acquisition Swap Counterparties for the satisfaction of the payment obligation of Capri Holdings under the Acquisition Swap Agreements and that the Acquisition Swap Counterparties shall, concurrently with the Escrow Funding Date, deposit or cause to be deposited into the Escrow Account the euro cash proceeds from the payment obligation of the Acquisition Swap Counterparties under the Acquisition Swap Agreements. (h) The Administrative Agent shall have received all fees and expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document payable on or prior to the Escrow Funding Date and, to the extent invoiced at least one (1) Business Day prior to the Escrow Funding Date. (i) The Administrative Agent shall be reasonably satisfied that all other actions that are necessary to establish that the Administrative Agent (for the benefit of the Lenders) will have a perfected Lien (subject to Permitted Liens) on the Escrow Account Funds shall have been or shall be concurrently taken. (j) The condition specified in (i) Section 7.1(i) of the Main Acquisition Agreement with respect to the obtaining of antitrust approvals referred to therein and (ii) Section 7.2(i) of the Main Acquisition Agreement with respect to the “Green Carve Out” referred to therein shall have been satisfied pursuant to the terms thereof. (k) There shall not have been any amendment, waiver, consent or modification effected to the Target Acquisition Agreement that is materially adverse to the interests of the Lenders (in their capacities as such) without the Lead Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any decrease in the consideration for the Target Acquisition that is accompanied by a dollar- for-dollar reduction in commitments in respect of the Term Loan Facility shall be deemed to be not materially adverse to the interests of the Lenders; provided that if any such decrease in the consideration of the Target Acquisition exceeds greater than 10% of the total consideration for the Target Acquisition, it shall be deemed to be materially adverse to the interests of the Lenders). (l) The Administrative Agent shall have received a Borrowing Request for the Term Loans and the Limited Condition Revolving Loans to be funded on the Escrow Funding Date in accordance with Section 2.03 and 2.07. (m) The Lenders shall have received, to the extent not previously delivered, (i) audited consolidated financial statements of Capri Holdings for the two most recent fiscal years ended prior to the Escrow Funding Date as to which such financial statements are available, (ii) unaudited interim consolidated financial statements of Capri Holdings for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (n) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit B. The Administrative Agent shall notify the Borrower and the Lenders of the Escrow Funding Date as soon as practicable upon its occurrence, and such notice shall be conclusive and binding.

Escrow Funding Date. If the Escrow Funding Election is made by Capri MKCapri Holdings, the obligations of each Term Loan Lender to make a Term Loan and of each Revolving Lender to make a Limited Condition Revolving Loan hereunder shall not be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Effective Date shall have occurred. (b) The Specified Representations shall be true and correct in all material respects as of the Escrow Funding Date, it being understood that the Commitments of the Lenders and the extensions of credit thereunder on the Escrow Funding Date shall not be conditioned on the accuracy or correctness in all material respects of any representation or warranty other than the Specified Representations. (c) There shall not have occurred and be continuing any Event of Default under (i) paragraph (a) or (b) of Article VII with respect to nonpayment of principal or interest in respect of any Loan or LC Disbursement, (ii) paragraph (d) of Article VII with respect to maintaining the Borrowers’ corporate existence, (iii) paragraph (f) of Article VII with respect to the failure to pay any principal in respect of any Material Indebtedness and (iv) paragraph (h) and (i) of Article VII in respect of bankruptcy events. (d) The Administrative Agent shall have received a certificate, dated the Escrow Funding Date and signed by the President, a Vice President or a Financial Officer of Capri MKCapri Holdings, confirming the satisfaction of the conditions set forth in paragraphs (b), (c) and (j) of this Section 4.03. (e) The Administrative Agent (or its counsel) shall have received from each party thereto either (A) a counterpart of the Escrow Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the Escrow Agreement. (f) The Administrative Agent shall be reasonably satisfied that the Escrow Account has been established pursuant to the terms of the Escrow Agreement. (g) The Administrative Agent shall be reasonably satisfied that arrangements reasonably satisfactory to it are in place for the payment of the dollar proceeds of the Term Loans and Limited Condition Revolving Loans to be funded on the Escrow Funding Date to the Acquisition Swap Counterparties for the satisfaction of the payment obligation of Capri MKCapri Holdings under the Acquisition Swap Agreements and that the Acquisition Swap Counterparties shall, concurrently with the Escrow Funding Date, deposit or cause to be deposited into the Escrow Account the euro cash proceeds from the payment obligation of the Acquisition Swap Counterparties under the Acquisition Swap Agreements. (h) The Administrative Agent shall have received all fees and expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document payable on or prior to the Escrow Funding Date and, to the extent invoiced at least one (1) Business Day prior to the Escrow Funding Date. (i) The Administrative Agent shall be reasonably satisfied that all other actions that are necessary to establish that the Administrative Agent (for the benefit of the Lenders) will have a perfected Lien (subject to Permitted Liens) on the Escrow Account Funds shall have been or shall be concurrently taken. (j) The condition specified in (i) Section 7.1(i) of the Main Acquisition Agreement with respect to the obtaining of antitrust approvals referred to therein and (ii) Section 7.2(i) of the Main Acquisition Agreement with respect to the “Green Carve Out” referred to therein shall have been satisfied pursuant to the terms thereof. (k) There shall not have been any amendment, waiver, consent or modification effected to the Target Acquisition Agreement that is materially adverse to the interests of the Lenders (in their capacities as such) without the Lead Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any decrease in the consideration for the Target Acquisition that is accompanied by a dollar- dollar-for-dollar reduction in commitments in respect of the Term Loan Facility shall be deemed to be not materially adverse to the interests of the Lenders; provided that if any such decrease in the consideration of the Target Acquisition exceeds greater than 10% of the total consideration for the Target Acquisition, it shall be deemed to be materially adverse to the interests of the Lenders). (l) The Administrative Agent shall have received a Borrowing Request for the Term Loans and the Limited Condition Revolving Loans to be funded on the Escrow Funding Date in accordance with Section 2.03 and 2.07. (m) The Lenders shall have received, to the extent not previously delivered, (i) audited consolidated financial statements of Capri MKCapri Holdings for the two most recent fiscal years ended prior to the Escrow Funding Date as to which such financial statements are available, (ii) unaudited interim consolidated financial statements of Capri MKCapri Holdings for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (n) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit B. The Administrative Agent shall notify the Borrower and the Lenders of the Escrow Funding Date as soon as practicable upon its occurrence, and such notice shall be conclusive and binding.

Escrow Funding Date. If the Escrow Funding Election is made by Capri MK Holdings, the obligations of each Term Loan Lender to make a Term Loan and of each Revolving Lender to make a Limited Condition Revolving Loan hereunder shall not be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Effective Date shall have occurred. (b) The Specified Representations shall be true and correct in all material respects as of the Escrow Funding Date, it being understood that the Commitments of the Lenders and the extensions of credit thereunder on the Escrow Funding Date shall not be conditioned on the accuracy or correctness in all material respects of any representation or warranty other than the Specified Representations. (c) There shall not have occurred and be continuing any Event of Default under (i) paragraph (a) or (b) of Article VII with respect to nonpayment of principal or interest in respect of any Loan or LC Disbursement, (ii) paragraph (d) of Article VII with respect to maintaining the Borrowers’ corporate existence, (iii) paragraph (f) of Article VII with respect to the failure to pay any principal in respect of any Material Indebtedness and (iv) paragraph (h) and (i) of Article VII in respect of bankruptcy events. (d) The Administrative Agent shall have received a certificate, dated the Escrow Funding Date and signed by the President, a Vice President or a Financial Officer of Capri MK Holdings, confirming the satisfaction of the conditions set forth in paragraphs (b), (c) and (j) of this Section 4.03. (e) The Administrative Agent (or its counsel) shall have received from each party thereto either (A) a counterpart of the Escrow Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of the Escrow Agreement. (f) The Administrative Agent shall be reasonably satisfied that the Escrow Account has been established pursuant to the terms of the Escrow Agreement. (g) The Administrative Agent shall be reasonably satisfied that arrangements reasonably satisfactory to it are in place for the payment of the dollar proceeds of the Term Loans and Limited Condition Revolving Loans to be funded on the Escrow Funding Date to the Acquisition Swap Counterparties for the satisfaction of the payment obligation of Capri MK Holdings under the Acquisition Swap Agreements and that the Acquisition Swap Counterparties shall, concurrently with the Escrow Funding Date, deposit or cause to be deposited into the Escrow Account the euro cash proceeds from the payment obligation of the Acquisition Swap Counterparties under the Acquisition Swap Agreements. (h) The Administrative Agent shall have received all fees and expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document payable on or prior to the Escrow Funding Date and, to the extent invoiced at least one (1) Business Day prior to the Escrow Funding Date. (i) The Administrative Agent shall be reasonably satisfied that all other actions that are necessary to establish that the Administrative Agent (for the benefit of the Lenders) will have a perfected Lien (subject to Permitted Liens) on the Escrow Account Funds shall have been or shall be concurrently taken. (j) The condition specified in (i) Section 7.1(i) of the Main Acquisition Agreement with respect to the obtaining of antitrust approvals referred to therein and (ii) Section 7.2(i) of the Main Acquisition Agreement with respect to the “Green Carve Out” referred to therein shall have been satisfied pursuant to the terms thereof. (k) There shall not have been any amendment, waiver, consent or modification effected to the Target Acquisition Agreement that is materially adverse to the interests of the Lenders (in their capacities as such) without the Lead Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any decrease in the consideration for the Target Acquisition that is accompanied by a dollar- dollar-for-dollar reduction in commitments in respect of the Term Loan Facility shall be deemed to be not materially adverse to the interests of the Lenders; provided that if any such decrease in the consideration of the Target Acquisition exceeds greater than 10% of the total consideration for the Target Acquisition, it shall be deemed to be materially adverse to the interests of the Lenders). (l) The Administrative Agent shall have received a Borrowing Request for the Term Loans and the Limited Condition Revolving Loans to be funded on the Escrow Funding Date in accordance with Section 2.03 and 2.07. (m) The Lenders shall have received, to the extent not previously delivered, (i) audited consolidated financial statements of Capri MK Holdings for the two most recent fiscal years ended prior to the Escrow Funding Date as to which such financial statements are available, (ii) unaudited interim consolidated financial statements of Capri MK Holdings for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (n) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit B. The Administrative Agent shall notify the Borrower and the Lenders of the Escrow Funding Date as soon as practicable upon its occurrence, and such notice shall be conclusive and binding.