Common use of Concurrent Transactions Clause in Contracts

Concurrent Transactions. (i) The acquisition by AcquireCo, a Wholly Owned Subsidiary of the U.S. Borrower, of 100% of the Capital Stock of ▇▇▇▇▇▇▇ Canadian Properties LLC, the entity that owns 100% of the Capital Stock of Kildair (the “Kildair Acquisition”) shall have been, or shall be concurrently with the effectiveness hereof, consummated pursuant to the Kildair Acquisition Documentation and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Arrangers or the Lenders without the prior written consent of the Administrative Agent. (ii) The Indebtedness outstanding under the Kildair Credit Agreement shall have been, or shall be concurrently with the effectiveness hereof, paid in full (and any letters of credit outstanding thereunder shall have becomes Letters of Credit hereunder), the Administrative Agent shall have received a payoff letter in respect thereof and any Liens in respect thereof shall have been, or shall be concurrently with the effectiveness hereof, terminated. (iii) The Existing Credit Agreement shall be, concurrently with the effectiveness hereof, refinanced, amended and restated pursuant to this Agreement and the U.S. Borrower shall have prepaid all Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Restatement Effective Date.

Concurrent Transactions. (i) The acquisition by AcquireCo, a Wholly Owned Subsidiary of the U.S. Borrower, of 100% of the Capital Stock of ▇▇▇▇▇▇▇ Canadian Properties LLC, the entity that owns 100% of the Capital Stock of Kildair (the “Kildair Acquisition”) shall have been, or shall be concurrently with the effectiveness hereof, consummated pursuant to the Kildair Acquisition Documentation and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Arrangers or the Lenders without the prior written consent of the Administrative Agent. (ii) The Indebtedness outstanding under the Kildair Credit Agreement shall have been, or shall be concurrently with the effectiveness hereof, paid in full (and any letters of credit outstanding thereunder shall have becomes Letters of Credit hereunder), the Administrative Agent shall have received a payoff letter in respect thereof and any Liens in respect thereof shall have been, or shall be concurrently with the effectiveness hereof, terminated.shall (iii) The Existing Credit Agreement shall be, concurrently with the effectiveness hereof, refinanced, amended and restated pursuant to this Agreement and the U.S. Borrower shall have prepaid all Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Restatement Effective Date.

Concurrent Transactions. (i) The acquisition by AcquireCo, a Wholly Owned Subsidiary of the U.S. Borrower, of 100% of the Capital Stock of ▇▇▇▇▇▇▇ Canadian Properties LLC, the entity that owns 100% of the Capital Stock of Kildair (the “Kildair Acquisition”) Precision Acquisition shall have been, or shall be concurrently with the effectiveness hereofmaking of the initial Loans, consummated in accordance with the terms of the Precision Acquisition Documents for a total purchase price not exceeding $73,900,000 (subject to adjustments in the purchase price pursuant to the Kildair Acquisition Documentation and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests Section 2.1 of the Arrangers Precision Acquisition Agreement), without any amendment, modification or waiver thereof except with the Lenders without the prior written consent of the Required Lenders, and the Administrative AgentAgent shall have received evidence satisfactory to it to that effect. (ii) The All amounts owing to the existing creditors of the Borrower, Precision or any of their Subsidiaries (other than Indebtedness outstanding permitted under the Kildair Credit Agreement Section 9.2 hereof) under existing financing documents shall have been, or shall be concurrently with the effectiveness hereofmaking of the initial Loans, paid repaid in full (full, and any letters of credit outstanding thereunder Liens created pursuant to such existing financing documents shall have becomes Letters been or shall, concurrently with the making of Credit hereunder)the initial Loans, released, and such existing financing documents shall terminate and be of no further force and effect upon such repayment; in each case pursuant to such payoff letters, Lien releases, termination statements, mortgage satisfactions and other documents as the Administrative Agent may require, each of which shall have received a payoff letter be in respect thereof form and substance satisfactory to the Administrative Agent. (iii) The Three Cities Subordinated Debt and any Liens in respect thereof Special Subordinated Notes shall have been, or shall be concurrently with the effectiveness hereofmaking of the initial Loans, terminatedconsummated in accordance with the terms of the related Subordinated Debt Documents, without any amendment, modification or waiver thereof except with the consent of the Required Lenders, and the Administrative Agent shall have received evidence satisfactory to it to that effect. (iiiiv) The Existing Credit Agreement shall be, concurrently with the effectiveness hereof, refinanced, amended and restated pursuant to this Agreement and the U.S. Borrower Administrative Agent shall have prepaid all Loans outstanding under (received, with a counterpart for each Lender, a copy of the resolutions, in form and as defined in) substance satisfactory to the Existing Credit Agreement (Administrative Agent, of the Board of Directors of Precision authorizing the execution, delivery and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter performance of credit fees under the Existing Credit Agreement, accrued to (but not including) the Restatement Effective DatePrecision Acquisition Documents.

Concurrent Transactions. (i) The acquisition by AcquireCoAdministrative Agent and the Arranger shall have received evidence satisfactory to them that CP, a Wholly Owned Subsidiary SCC, the general partners of CP, certain officers of the U.S. Borrower, Borrower and certain other stockholders of 100% Holdings shall have collectively contributed at least $13,000,000 in cash to the common equity of Holdings. (ii) The Administrative Agent and the Arranger shall have received evidence satisfactory to them that the consideration payable to the existing stockholders of the Capital Stock Borrower pursuant to the terms of ▇▇▇▇▇▇▇ Canadian Properties LLCthe Acquisition Documents will consist of $24,650,000 in cash at the closing of the Acquisition, and $5,000,000 aggregate face amount of Zero Coupon Convertible Preferred Stock. (iii) The Acquisition shall have been, shall be concurrently with, or shall be immediately following, the entity that owns 100% making of the Capital Stock initial Loans, consummated in accordance with the terms of Kildair Acquisition Documents, without any amendment, modification or waiver thereof except with the consent of the Administrative Agent and the Arranger shall have received evidence satisfactory to it to that effect. (iv) The Assumption shall have, concurrently with or immediately following the “Kildair consummation of the Acquisition”, the making of the initial Loans, become effective in accordance with the terms of this Agreement and the Joinder and Assumption Agreement. (v) All amounts owing to the Existing Creditors under the Existing Financing Documents shall have been, or shall be concurrently with the effectiveness hereofmaking -45- of the initial Loans, consummated repaid in full, and any Liens created pursuant to the Kildair Acquisition Documentation and no provision thereof Existing Financing Documents shall have been amended or waivedshall, concurrently with the making of the initial Loans, released, and the Existing Financing Documents shall terminate and be of no consent further force and effect upon such repayment; in each case pursuant to such payout letters, Lien releases, termination statements, mortgage satisfactions and other documents as the Administrative Agent may require, each of which shall have been given thereunder, be in any manner materially adverse form and substance satisfactory to the interests of the Arrangers or the Lenders without the prior written consent of the Administrative Agent. (ii) The Indebtedness outstanding under the Kildair Credit Agreement shall have been, or shall be concurrently with the effectiveness hereof, paid in full (and any letters of credit outstanding thereunder shall have becomes Letters of Credit hereunder), the Administrative Agent shall have received a payoff letter in respect thereof and any Liens in respect thereof shall have been, or shall be concurrently with the effectiveness hereof, terminated. (iii) The Existing Credit Agreement shall be, concurrently with the effectiveness hereof, refinanced, amended and restated pursuant to this Agreement and the U.S. Borrower shall have prepaid all Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Restatement Effective Date.

Concurrent Transactions. (i) The acquisition by AcquireCo, a Wholly Owned Subsidiary Agent shall have received evidence satisfactory to it that the Roll-up Transactions shall have been consummated on or prior to the date of this Agreement in accordance with the U.S. Borrower, of 100% of the Capital Stock of Roll-up Documents. (ii) The ▇▇▇▇▇▇'▇ Canadian Properties LLC, the entity that owns 100% of the Capital Stock of Kildair (the “Kildair Acquisition”) Acquisition shall have been, or shall be concurrently with the effectiveness hereofmaking of the initial Loans, consummated pursuant to in accordance with the Kildair Acquisition Documentation and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests terms of the Arrangers ▇▇▇▇▇'▇ Purchase Agreement, without any amendment, modification or waiver thereof except with the Lenders without the prior written consent of the Administrative AgentRequired Lenders, and the Agent shall have received evidence satisfactory to it to that effect. The Agent shall have received evidence reasonably satisfactory to it that the aggregate consideration paid by the Borrower in connection with the ▇▇▇▇▇'▇ Acquisition, together with the transaction costs referred to in Section 7.20(b), shall not exceed $18,797,549, up to $17,100,467 of which shall be payable in cash plus an adjustment payable for a working capital adjustment plus the ▇▇▇▇▇'▇ Subordinated Seller Note. (iiiii) The Indebtedness outstanding All amounts owing under the Kildair Credit Agreement Existing Financing Documents shall have been, or shall be concurrently with the effectiveness hereofmaking of the initial Loans, paid repaid in full (and any letters of credit outstanding thereunder shall have becomes Letters of Credit hereunder)full, the Administrative Agent shall have received a payoff letter in respect thereof and any Liens in respect thereof created pursuant to the Existing Financing Documents shall have been, been or shall be concurrently with the effectiveness hereof, terminated. (iii) The Existing Credit Agreement shall beshall, concurrently with the effectiveness hereofmaking of the initial Loans, refinancedreleased, amended and restated the Existing Financing Documents shall terminate and be of no further force and effect upon such repayment; in each case pursuant to this Agreement such payout letters, Lien releases, termination statements, mortgage satisfactions and other documents as the U.S. Agent may require, each of which shall be in form and substance satisfactory to the Agent. (iv) The Borrower shall have prepaid all Loans outstanding under entered into the executive employment agreements (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon"Employment Agreements") and all accrued management incentive plans (the "Incentive Plans") listed on Schedule 8.1(d), copies of each of which shall have been delivered to the Agent, and unpaid commitment fees each of which Employment Agreements and letter of credit fees under Incentive Plans shall be in form and substance satisfactory to the Existing Credit Agent. (v) The Borrower shall have executed and delivered the Warrant Agreement, accrued and the Warrants contemplated thereby shall have been duly issued to (but not including) the Restatement Effective DateCIBC, for its sole account.

Concurrent Transactions. Concurrently with the execution and delivery of this Agreement, the following events shall occur, the following transactions shall be consummated and the following documents shall be executed and delivered: (a) Urban Shopping Centers, Inc., the former general partner hereof, shall merge with and into Head Acquisition, L.P., pursuant to the terms of the Merger Agreement, with Head Acquisition, L.P. surviving as a Delaware limited partnership and succeeding to all of the assets and liabilities of Urban Shopping Centers, Inc., including, but not limited to, the General Partnership Interest and the rights and obligations of the General Partner hereof. (b) The Partnership shall receive funds in an amount not less than the Merger Date Distribution as set forth on Exhibit D from the proceeds of a loan made by Chase, N.A., its affiliates or syndicate arranged thereby ("Chase"), which loan shall be unsecured (but may be recourse to the General Partner by operation of law), not guaranteed by the General Partner or any of its Affiliates (provided that Affiliates of the General Partner may commit to purchase the Chase Loan upon payment default or bankruptcy or insolvency of the Partnership provided that all rights under the Chase Loan shall inure to the benefit of the purchasers), and which loan, together with all other loans made in connection with the transactions contemplated by the Merger Agreement, shall not be structured in a manner materially different than the structure described in that certain commitment letter dated September 25, 2000 (together with the summary of terms and conditions attached thereto) (the "Chase Loan") without the consent of Original Class A Limited Partners holding not less than a majority of the Class A Common Units, which consent shall not be unreasonably withheld. The Partnership shall distribute the proceeds of the Chase Loan to the Limited Partners as set forth in EXHIBIT D attached hereto. To the extent that the Partnership has not paid the full amount of the Merger Date Distribution as set forth on EXHIBIT D to the Original Class A Limited Partners pursuant to this SECTION 4.5(b) on the Effective Date, then (i) The acquisition by AcquireCo, a Wholly Owned Subsidiary the Original Class A Limited Partners shall be creditors of the U.S. BorrowerPartnership for such unpaid amount, (ii) the unpaid balance of 100% of such amount shall bear interest from the Capital Stock of ▇▇▇▇▇▇▇ Canadian Properties LLC, Effective Date until paid at the entity that owns 100% of the Capital Stock of Kildair (the “Kildair Acquisition”rate specified in SECTION 10.3(e) shall have been, or shall be concurrently with the effectiveness hereof, consummated pursuant and (iii) the Partnership shall not make any distributions to its Partners until the Kildair Acquisition Documentation and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, Partnership has paid such amount in full together with any manner materially adverse to the interests of the Arrangers or the Lenders without the prior written consent of the Administrative Agentaccrued interest thereon. (iic) The Indebtedness outstanding under Partnership Units held by the Kildair Credit Agreement shall have been, or shall be concurrently with Limited Partners other than the effectiveness hereof, paid in full (Series C Preferred Units and any letters the Series D Preferred Units are hereby reclassified as Class A Common Units and converted into the number of credit outstanding thereunder shall have becomes Letters of Credit hereunder), the Administrative Agent shall have received a payoff letter in respect thereof and any Liens in respect thereof shall have been, or shall be concurrently with the effectiveness hereof, terminatedClass A Common Units set forth on EXHIBIT D attached hereto. (iiid) The Existing Credit Agreement General Partner shall because its Affiliates Hexalon Real Estate, concurrently with Inc. and Rodamco North America N.V. to deliver agreements whereby each agrees to be bound by the effectiveness restrictions set forth in SECTION 7.5 hereof, refinanced, amended and restated pursuant to this Agreement and the U.S. Borrower shall have prepaid all Loans outstanding under (and as defined in) the Existing Credit Agreement (and all accrued and unpaid interest thereon) and all accrued and unpaid commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Restatement Effective Date.

Concurrent Transactions. The Acquisition shall have been consummated or will be consummated substantially concurrently with the initial funding under the Facilities in accordance with the Acquisition Agreement without giving effect to any amendments, modifications, supplements, consents or waivers by the Company thereto, if such amendments, modifications, supplements, consents or waivers by the Company of any term thereof are materially adverse to any interest of the Commitment Parties or the Lenders (it being understood that (i) The acquisition any amendment, modification, supplement, consent or waiver by AcquireCothe Company to the definition of “Material Adverse Effect” or the “Xerox” provisions in Sections 8.5(b), a Wholly Owned Subsidiary 8.6, 8.11, the last sentence of 8.12 and the last sentence of 8.14 of the U.S. BorrowerAcquisition Agreement shall be deemed to be materially adverse and (ii) any amendment, modification, supplement, consent or waiver by the Company that results in a decrease of 100up to 15% of the Capital Stock of ▇▇▇▇▇▇▇ Canadian Properties LLC, Cash Consideration (as defined in the entity that owns 100% of the Capital Stock of Kildair (the “Kildair Acquisition”Acquisition Agreement) shall have been, or shall not be concurrently with the effectiveness hereof, consummated pursuant deemed to the Kildair Acquisition Documentation and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner be materially adverse to so long as the interests Term Facility is reduced on a dollar-for-dollar basis by the amount of the Arrangers any such decrease) will be made or the Lenders granted without the prior written consent of the Administrative Agent. (ii) The Indebtedness outstanding Commitment Parties. Notwithstanding anything to the contrary herein, the commitments in respect of the Term Facility and the borrowings under the Kildair Credit Agreement shall have been, or ABL Facility on the Closing Date (without a permanent reduction in the ABL Facility commitments) shall be concurrently with reduced on a pro rata basis in an aggregate principal amount equal to the effectiveness hereofnet cash proceeds received by the Company and the Target on or prior to the Closing Date from any and all sales of Divested Properties (as defined in Exhibit B) where the aggregate proceeds exceed $15 million, paid solely to the extent required to cause the Senior Secured Net Leverage Ratio, after giving effect to such sales of Divested Properties, to be less than or equal to 2.00 to 1.00 as of the Closing Date; provided that, in full (and any letters of credit outstanding thereunder shall have becomes Letters of Credit hereunder)event, the Administrative Agent shall have received a payoff letter in respect thereof reduction of the commitments as between the Term Facility and any Liens in respect thereof shall have been, or the ABL Facility shall be concurrently with reallocated to the effectiveness hereof, terminated. extent Excess Availability (iii) The Existing Credit Agreement shall be, concurrently with the effectiveness hereof, refinanced, amended and restated pursuant to this Agreement and the U.S. Borrower shall have prepaid all Loans outstanding under (and as defined inin Exhibit C) is less than $1,000 million as of the Existing Credit Agreement (Closing Date after giving effect to such sale of Divested Properties and all accrued and unpaid interest thereon) and all accrued and unpaid such commitment fees and letter of credit fees under the Existing Credit Agreement, accrued to (but not including) the Restatement Effective Datereductions.