Common use of Conditions to Initial Borrowing Clause in Contracts

Conditions to Initial Borrowing. The obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions (or waiver in accordance with Section 9.08(b)): (a) The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmissions of signed signature pages or email transmissions of signed signature pages in PDF format) that such party has signed a counterpart of this Agreement. (b) The Agent shall have received favorable written opinions (addressed to the Agent and the Lenders and dated the Closing Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, and English counsel to the Borrower, substantially in the forms set forth in Exhibit C hereto, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Agent or Required Lenders shall reasonably request. The Borrower hereby instructs its counsel to deliver such opinion to the Agent. (c) The Agent shall have received such documents and certificates as the Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counsel. (d) The Reorganization and the IPO shall have been consummated. (e) The Agent shall have received a certificate, dated the Closing Date and signed by the president or chief financial officer of the Borrower, confirming (i) compliance, as of the Closing Date, with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii) the consummation of the Reorganization, as contemplated by and described in the Registration Statement, and of the IPO. (f) The Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, as to the solvency of the Borrower on a consolidated basis after giving effect to the Transactions to occur on or about the Closing Date, including the initial Borrowings hereunder and the payment of the OMGUK Dividend, in form and substance reasonably satisfactory to the Agent. (g) Immediately after giving effect to the transactions contemplated hereby (including those contemplated by clause (h) below), the Borrower and the Covered Subsidiaries shall have outstanding no Indebtedness other than (i) Indebtedness hereunder, (ii) Indebtedness referred to in Section 6.01(c), and (iii) Indebtedness owed by the Borrower to OMGUK under the Note, provided that such Indebtedness is subordinated in writing in right of payment to the Obligations pursuant to an Affiliate Subordination Agreement. (h) All Indebtedness owed by the Borrower to OMGUK under the OMGUK Dividend Note shall have been, or substantially simultaneously with the initial Borrowing hereunder shall be, repaid with the proceeds of such Borrowing and/or other available funds, and the Agent shall be reasonably satisfied with the arrangements for ensuring such repayment. (i) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date hereof, including, to the extent invoiced, fees and cost reimbursements of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Borrower shall have paid all fees and other amounts payable on the Closing Date pursuant to the Fee Letters. (j) The Lenders shall have received all documentation and other information about the Borrower and its Affiliates required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Initial Borrowing. The obligations occurrence of the Initial Availability Date and the obligation of the Lenders to make the initial Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder are is subject to the satisfaction of the following conditions (or waiver in accordance with Section 9.08(b)):precedent: (a) The Agent (or its counsel) Closing Date shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmissions of signed signature pages or email transmissions of signed signature pages in PDF format) that such party has signed a counterpart of this Agreementoccurred. (b) The Administrative Agent shall have received favorable written opinions (addressed the Initial Borrowing Request at least 20 Business Days prior to the Agent and the Lenders and dated the Closing Date) requested date of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York counsel such initial Borrowing (or such date that is nearer to the Borrower, and English counsel to date of the Borrower, substantially in the forms set forth in Exhibit C hereto, and covering such other matters relating to the Borrower, this Agreement or the Transactions initial Borrowing as the Administrative Agent or Required Lenders shall reasonably request. The Borrower hereby instructs may agree to in its counsel to deliver such opinion to the Agentsole discretion). (c) The Agent Borrower shall have received (i) fully cooperated with the Lenders in connection with the due diligence to be performed by the Lenders pursuant to clause (d) below and (ii) delivered all information and other documents reasonably requested by the Lenders in connection with such documents and certificates as the Agent or its counsel shall reasonably have requested relating due diligence at least 10 Business Days prior to the organization, existence and good standing proposed date of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counselinitial Borrowing. (d) The Reorganization Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, reasonably satisfactory to the IPO Lenders (including, without limitation, results evidencing pro forma compliance with all covenants contained in the Loan Documents), and shall have been consummatedgiven such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the president or chief financial officer certificate of the Borrower, confirming (i) compliance, as of the Closing Date, with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii) the consummation of the Reorganization, as contemplated by and described in the Registration Statement, and of the IPO. (f) The Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, as to the solvency Responsible Officer of the Borrower on a consolidated basis after giving effect at least 10 Business Days prior to the Transactions to occur on or about the Closing Date, including the initial Borrowings hereunder and the payment making of the OMGUK Dividendsuch Borrowing, in form and substance reasonably satisfactory to the Administrative Agent. (g) Immediately , certifying and attaching calculations demonstrating that after giving effect to the transactions contemplated hereby (including those contemplated by clause (h) below)use of proceeds of such Borrowing, on a pro forma basis, the Borrower and shall be in compliance with each of the Covered Subsidiaries shall have outstanding no Indebtedness other than (i) Indebtedness hereunder, (ii) Indebtedness referred to covenants set forth in Section 6.01(c), and (iii) Indebtedness owed by the Borrower to OMGUK under the Note, provided that such Indebtedness is subordinated in writing in right of payment to the Obligations pursuant to an Affiliate Subordination Agreement7.11. (h) All Indebtedness owed by the Borrower to OMGUK under the OMGUK Dividend Note shall have been, or substantially simultaneously with the initial Borrowing hereunder shall be, repaid with the proceeds of such Borrowing and/or other available funds, and the Agent shall be reasonably satisfied with the arrangements for ensuring such repayment. (i) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date hereof, including, to the extent invoiced, fees and cost reimbursements of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Borrower shall have paid all fees and other amounts payable on the Closing Date pursuant to the Fee Letters. (j) The Lenders shall have received all documentation and other information about the Borrower and its Affiliates required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Initial Borrowing. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions (or waiver in accordance with Section 9.08(b)):conditions: (a) The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such each party thereto, or (ii) written evidence satisfactory to the Agent (which may include telecopy transmissions of signed signature pages or email transmissions of signed signature pages in PDF format) that such this Agreement has been signed on behalf of each party has signed a counterpart of this Agreementthereto. (b) The Guarantee Requirement shall have been satisfied. (c) The Agent shall have received a favorable written opinions opinion of (addressed to the Agent and the Lenders and dated the Closing Datei) of ▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, and English counsel to the Borrower, substantially in the forms effect and covering those matters set forth in Exhibit C B-1 hereto, and covering such other matters relating to (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., General Counsel of the Borrower, this Agreement or to the Transactions as the Agent or Required Lenders shall reasonably requesteffect and covering those matters set forth in Exhibit B-2 hereto. The Borrower hereby instructs its counsel to deliver such opinion opinions to the Agent. (cd) The Agent shall have received such documents and certificates as the Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of the Transactions and any other legal matters relating to the Borrowersuch Loan Party, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counsel. (d) The Reorganization and the IPO shall have been consummated. (e) The Agent shall have received a certificate, dated the Closing Date date hereof and signed by the president or chief financial officer a Financial Officer of the Borrower, confirming that (i) compliance, the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the Closing Date, with after giving effect to the conditions set forth Borrowings to be made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in paragraphs (a) which case such representations and (b) warranties were so true and correct on and as of Section 4.02 such earlier date and (ii) at the consummation time of the Reorganizationsuch Borrowing and immediately after giving effect thereto, as contemplated by no Event of Default or Default shall have occurred and described in the Registration Statement, and of the IPObe continuing. (f) The Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer final copy of the Borrower, as to the solvency Unsecured Notes Documents and of the Borrower on a consolidated basis after giving effect to Confidential Memorandum, together with evidence that the Transactions to occur on private placement of Unsecured Notes has been consummated or about is being consummated contemporaneously with the occurrence of the Closing Date, including the initial Borrowings hereunder and the payment of the OMGUK Dividend, in form and substance reasonably satisfactory to the Agent. (g) Immediately The Borrower shall have applied, or shall apply substantially concurrently with the occurrence of the Closing Date, the Net Proceeds of the private placement of Unsecured Notes, along with other available funds if necessary (including proceeds of Loans made hereunder), to the prepayment of the term loans under the Amended and Restated Term Loan Agreement in full such that, after giving effect to the transactions contemplated hereby (including those contemplated by clause (h) below)such prepayment, the Borrower and the Covered Subsidiaries shall have no outstanding no Indebtedness other than (i) Indebtedness hereunder, (ii) Indebtedness referred to in Section 6.01(c), and (iii) Indebtedness owed by the Borrower to OMGUK loans under the Note, provided that such Indebtedness is subordinated in writing in right of payment to the Obligations pursuant to an Affiliate Subordination Amended and Restated Term Loan Agreement. (h) All Indebtedness owed by the Borrower to OMGUK under the OMGUK Dividend Note shall have been, or substantially simultaneously with the initial Borrowing hereunder shall be, repaid with the proceeds of such Borrowing and/or other available funds, and the Agent shall be reasonably satisfied with the arrangements for ensuring such repayment. (i) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date date hereof, including, to the extent invoiced, fees and cost reimbursements of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Borrower shall have paid all fees and other amounts payable on the Closing Date pursuant to the Fee LettersSection 9.05. (ji) The Lenders shall have received all documentation and other information about the Borrower and its Affiliates required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions to Initial Borrowing. The obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions (or waiver in accordance with Section 9.08(b)): (a) The Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmissions of signed signature pages or email transmissions of signed signature pages in PDF format) that such party has signed a counterpart of this Agreement. (b) The Agent shall have received favorable written opinions (addressed to the Agent and the Lenders and dated the Closing Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, and English counsel to the Borrower, substantially in the forms set forth in Exhibit C hereto, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Agent or Required Lenders shall reasonably request. The Borrower hereby instructs its counsel to deliver such opinion to the Agent. (c) The Agent shall have received such documents and certificates as the Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counsel. (d) The Reorganization and the IPO shall have been consummated. (e) The Agent shall have received a certificate, dated the Closing Date and signed by the president or chief financial officer of the Borrower, confirming (i) compliance, as of the Closing Date, with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii) the consummation of the Reorganization, as contemplated by and described in the Registration Statement, and of the IPO. (f) The Agent shall have received a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, as to the solvency of the Borrower on a consolidated basis after giving effect to the Transactions to occur on or about the Closing Date, including the initial Borrowings hereunder and the payment of the OMGUK Dividend, in form and substance reasonably satisfactory to the Agent. (g) Immediately after giving effect to the transactions contemplated hereby (including those contemplated by clause (h) below), the Borrower and the Covered Subsidiaries shall have outstanding no Indebtedness other than (i) Indebtedness hereunder, (ii) Indebtedness referred to in Section 6.01(c), and (iii) Indebtedness owed by the Borrower to OMGUK under the Note, provided that such Indebtedness is subordinated in writing in right of payment to the Obligations pursuant to an Affiliate Subordination Agreement. (h) All Indebtedness owed by the Borrower to OMGUK under the OMGUK Dividend Note shall have been, or substantially simultaneously with the initial Borrowing hereunder shall be, repaid with the proceeds of such Borrowing and/or other available funds, and the Agent shall be reasonably satisfied with the arrangements for ensuring such repayment. (i) The Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date hereof, including, to the extent invoiced, fees and cost reimbursements of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Borrower shall have paid all fees and other amounts payable on the Closing Date pursuant to the Fee Letters. (j) The Lenders shall have received all documentation and other information about the Borrower and its Affiliates required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.