Common use of Original Obligors Clause in Contracts

Original Obligors. (a) A copy of the Constitutional Documents of each Original Obligor. (b) A copy of a resolution of the board of directors of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; (iv) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(i) of the Companies Act, that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b). (e) A certificate of each Original Obligor (signed by a director) confirming, as at the CP Satisfaction Date, that: (i) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respects. (f) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this part 1 of schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the Signature Date.

Original Obligors. (a) A copy of the Constitutional Documents constitutional documents of each Original ObligorObligor and each Chargor. (b) A copy of the resolutions of the board of directors or, if permissible, a resolution committee of the board of directors of each Original ObligorObligor and each Chargor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;. (ivc) other than If applicable, a copy of extracts from the Parent and Orkid, confirming, in accordance with the provisions minutes of section 45(3)(b)(i) meetings of the Companies Act, that the board of directors of that each Original Obligor is satisfied thatand each Chargor establishing the committee referred to in paragraph (b) above and its terms of reference. (d) If applicable, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any a copy of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions terms of section 45(3)(b)(ii) reference of the Companies Act, that committee of the board of directors of that Original Obligor is satisfied that which passed the terms under which any direct or indirect financial assistance pursuant resolutions referred to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; in paragraph (vib) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied withabove. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (de) A specimen of the signature of each person authorised by the resolution resolutions referred to in paragraph 1(b)(b) above. (ef) Where required as a matter of local law or practice, a copy of a resolution signed by all the holders of the issued shares in each Original Guarantor (other than the Company), approving the terms of, and the transactions contemplated by, the Finance Documents. (g) A certificate of each Original Obligor the Company (signed by a director) confirmingconfirming that borrowing, as at the CP Satisfaction Date, that: (i) borrowing or securing and/or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, securing, guaranteeing or similar limit binding on any Original Obligor or any Chargor to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respects. (fh) A certificate of an authorised signatory of the relevant Original Obligor or Chargor certifying that each copy document relating to it specified in this part 1 Part I of schedule Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the Signature date of this Agreement. (i) A duly executed copy of the Merger Agreement. (j) A duly executed copy of the Underwriting Agreement and evidence that the Company has received or will receive not less than U.S. $150,000,000 (or its sterling equivalent as at the first Utilisation Date) of the proceeds of the Vendor Placing, less any fees in connection with the Vendor Placing as set out in the funds flow statement referred to in paragraph (n) below (but in any event not being of an amount greater than $5,000,000 in aggregate), on or prior to the first Utilisation Date. (k) An executed copy of the Subordinated Loan Agreement and all “Finance Documents” as defined therein and evidence that on or before the first Utilisation Date the Company has received or will receive not less than $175,000,000 as proceeds of the Subordinated Loan (net of fees payable in connection with the Subordinated Loan Agreement). (l) This Agreement, a syndication letter, a fee letter or fee letters in respect of the fees referred to in Clause 12 (Fees), each duly executed by all parties thereto. (m) Security Documents duly executed by the Chargors granting first priority security in respect of all of the issued share capital of the Allscripts Holding Companies and related rights. (n) Any information and evidence required by the Agent or any Lender in respect of its compliance with the KYC and anti-money laundering procedures. (o) A certificate signed by a director of the Company (i) confirming that all relevant government/regulatory approvals, consents, authorisations, filings, notarisations and registrations (collectively “Approvals”) (if any) to the extent required for the transactions contemplated in the Finance Documents, the Merger Agreement, the Underwriting Agreement and the Subordinated Loan have been or will be obtained on or prior to the first Utilisation Date and (ii) listing each of these Approvals. (p) Funds flow statement. (q) Group structure chart (indicating which members of the Group are Principal Subsidiaries and/or Principal Subsidiaries which satisfy the Relevant Criteria), but excluding any Dormant Company. (r) a certificate signed by a director of the Company confirming that all necessary conditions for completion of the Merger under the Merger Agreement have been met and there have been no amendments or waivers of: (i) the conditions; or (ii) any other provisions, except in each case as permitted under the Finance Documents. (s) A copy of the ABO Launch Press Announcement.

Original Obligors. (a) A copy of the Constitutional Documents constitutional documents of each Original Obligor, a recent extract from the Dutch trade register (handelsregister) relating to each Original Obligor incorporated in the Netherlands and an excerpt from the Luxembourg Register of Commerce and Companies relating to each Original Obligor incorporated in the Grand Duchy of Luxembourg. (b) A copy of a resolution of the board of directors directors, the supervisory board of directors, or the general meeting of its shareholders, or equivalent corporate authority documentation as appropriate, of each Original ObligorObligor or, in the case of the Previous Parent, a certificate of an authorised signatory of the Previous Parent setting out the terms of a resolution of the board of directors: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; (iv) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(i) of the Companies Act, that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b)(b) above. (ed) A certificate of each Original Obligor the Previous Parent dated no earlier than the date of this Agreement (signed by a directoran officer) confirming, as at the CP Satisfaction Date, that: (i) that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, the representations made by the Previous Parent (for itself and each other than Obligor as set out applicable) in the Disclosure ScheduleAgreement are true and accurate; (iii) having made due and careful enquirythat since 31 December 2009, he/she is not aware of any Default or Event of Default no event has occurred which has occurred had, or is continuingcould be reasonably expected to have a Material Adverse Effect; (iv) none that no litigation, arbitration, investigation or administrative proceedings of or before any court or agency have been started or, to the knowledge of the circumstances described Previous Parent’s officers, been threatened against it or any of its Subsidiaries which, in clause 22.6 each case, if adversely determined, could reasonably be expected to have a Material Adverse Effect, except for Disclosed Claims; (Insolvencyv) that there is no subsisting unsatisfied judgement or award in an amount exceeding US $25,000,000 given against the Previous Parent of this Agreement applies to any Obligorof its Subsidiaries by any court, arbitrator, or other body; and (vvi) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respectsDebt Rating Level as at that date. (fe) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this part Part 1 of schedule Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the Signature Datedate of this Agreement. (f) In respect of the Original Obligors incorporated in the Netherlands, (i) a copy of the positive unconditional advice of any works council (ondernemingsraad) that under the Works Council Act (Wet op de ondernemingsraden) has the right to give advice in relation to the entry into and performance of this Agreement, or confirmation that no such advice is required and (ii) a shareholders’ resolution appointing one or more authorised persons to represent the relevant Original Obligor in the case of a conflict of interest and a supervisory board resolution, if applicable.

Original Obligors. (a) A copy of the Constitutional Documents articles and by-laws (and all amendments thereto) of each Original Obligor. (b) A copy of the certificate made and registered under section 58 of the Partnership Act (NWT) with respect to HWDLP. (c) A copy of a resolution of the board of directors of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party (including, with respect to each of HWDM and Canada Inc. consenting to the transfer and pledge of its shares) and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; (iv) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(i) of the Companies Act, that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b)(c) above. (e) A certificate of each Original Obligor (signed by a directordirector or officer) confirming, as at the CP Satisfaction Date, that: (i) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor Borrower to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respects. (f) A certificate of an authorised signatory of the relevant Original each Obligor (signed by a director or officer) certifying that each copy document relating to it specified in this part 1 of schedule Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the Signature Datedate of this Agreement. (g) A certificate of each Obligor (signed by a director or officer) confirming that that Obligor has not registered a UK establishment (as defined in the Overseas Companies Regulations 2009). (h) A certificate of compliance with respect to each of the Obligors dated as of the date of this Agreement. (i) A certificate of an officer of each of the Obligors with respect to certain factual matters and attaching, inter alia, thereto true and correct copies of (i) its articles and all amendments thereto, (ii) its by-laws and all amendments thereto and (iii) the relevant resolution referenced in paragraph 1(c) above.

Original Obligors. (a) A copy of the Constitutional Documents constitutional documents of each Original Obligor. (b) A copy of a resolution of the board of directors of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Transaction Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Transaction Documents to which it is a party on its behalf; and; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and any Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Transaction Documents to which it is a party;; and (iv) other than in the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(i) case of the Companies ActOfferor, resolving that it is in the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any best interests of the Finance Offeror to enter into the transactions contemplated by the Transaction Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied withgiving reasons. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the any resolution referred to in paragraph 1(b)(b) above. (d) A copy of a resolution signed by all the holders of the issued shares in the Offeror, approving the terms of, and the transactions contemplated by, the Transaction Documents to which the Offeror is a party. (e) A certificate of from each Original Obligor (signed by a directordirector thereof) confirmingconfirming that borrowing, as at the CP Satisfaction Date, that: (i) borrowing or guaranteeing or and/or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing guaranteeing, security or similar limit binding on any Original Obligor it to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respects. (f) A certificate of an authorised signatory of the relevant each Original Obligor certifying that each copy document relating to it specified in this part 1 Part I of schedule Schedule 2 (Conditions precedent) is correcta true, correct and complete copy and is in full force and effect as at a date no earlier than the Signature Datedate of this Agreement.

Original Obligors. (a) A copy of the Constitutional Documents constitutional documents and/or registry extracts (as applicable) of each Original ObligorObligor (including a copy of any consents issued by the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958 in respect of the Issuer) or, if the Trustee already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Trustee’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. (b) A copy of a resolution of the board of directors directors, board of managers, member or other equivalent governing body and/or the shareholders of each Original Obligor:Obligor (in each case to the extent required by law): (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Transaction Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; (iv) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(i) of the Companies Act, that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Transaction Documents to which it is a party. (dc) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b(b) above (or otherwise being generally authorised to represent the relevant Original Obligor), in each case to the extent such person will execute a Transaction Document. (e) A certificate of each Original Obligor (signed by a director) confirming, as at the CP Satisfaction Date, that: (i) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respects. (fd) A certificate of an authorised signatory of the relevant Original Obligor: (i) confirming that issuance and/or guarantee by that Original Obligor of the New Bridge Notes (as applicable) would not breach any borrowing, guarantee or similar limit binding on that Original Obligor (in each case subject to any limitations set out in the Transaction Documents); and (ii) certifying that each copy document relating to it and specified in this part 1 of schedule 2 paragraphs (Conditions precedenta) to (c) as being delivered by it is correct, complete and (to the extent executed) in full force and effect as at a date no earlier than the Signature Datedate of this Agreement.

Original Obligors. (a) 1.1 A copy of the Constitutional Documents constitutional documents of each Original Obligor. (b) 1.2 A copy of a resolution of the board of directors of each Original Obligor: (i) 1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; 1.2.2 in the case of each Original Guarantor: 1.2.2.1 complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party; and 1.2.2.2 complying with the requirements of section 46 of the Companies Act in connection with any “distribution” (iias defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party; 1.2.3 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) 1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection NoticeRequest) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;. (iv) other than 1.3 A specimen of the Parent and Orkid, confirming, signature of each person authorised by the resolution referred to in accordance with Clause 1.2 above. 1.4 To the provisions of section 45(3)(b)(i) of extent required by the Companies Act, that any other applicable law or the board constitutional documents of directors of that an Original Obligor is satisfied thatObligor, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with. (c) A copy of a resolution duly passed by the holders of the issued shares of that Original Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Obligors (other than Obligor is a party. 1.5 A copy of a special resolution of the Parent and Orkid), as applicable, shareholders of each Original Guarantor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b). (e) 1.6 A certificate of each Original Obligor the Company (signed by a director) confirming, as at the CP Satisfaction Date, that: (i) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded;. 1.7 A certificate of the Company (iisigned by a director) there is confirming as at the Signature Date that: 1.7.1 no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none continuing or will result from the execution of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies Finance Documents or, if a Default has occurred and is continuing describing that Default and the steps being taken to any Obligorremedy it; and (v) all of 1.7.2 the representations and warranties given in this Agreement by it under the Finance Documents are true, accurate and complete correct in all material respects or, if any such representation is not correct in all respects, describing the relevant misrepresentation and the steps being taken to remedy it. (f) 1.8 A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this part 1 Part I of schedule Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the Signature Date.

Original Obligors. (a) A Notarised copies of (i) each Russian Obligor’s duly registered constitutional documents (including any amendments thereto) and certificate of registration thereof in force at the date of each of the Finance Documents, (ii) (A) each Russian Obligor’s registration certificate issued by the competent registration authority and (B) certificate of its entry into the Unified State Registry of Legal Entities issued by the competent tax authority (if applicable), and (iii) in the case of CTC Media, copies of the certificate of incorporation of articles of incorporation of CTC Media certified as of a recent date by the Delaware Secretary of State and a copy of the Constitutional Documents of each Original Obligor.its bylaws; (b) A copy certified copies of a resolution of the board of directors of all internal approvals and corporate resolutions necessary to authorise each Original Obligor: (i) approving the terms of, Obligor to execute and the transactions contemplated by, perform the Finance Documents to which it is a party and resolving that it execute any related documents and the Finance Documents to which it is a partytransactions contemplated thereunder (including, but not limited to, any major transaction approvals or interested party transaction approvals required under applicable Russian law); (iic) authorising if required pursuant to the bylaws of CTC Media, a specified person or persons copy of the resolutions of the shareholders of CTC Media; (d) evidence of the authority of the relevant signatories of each Obligor (including the Chief Accountant) to execute the Finance Documents to which it is a party on its behalf; andand any related documents; (iiie) authorising a specified original certificate issued by each Obligor: (i) certifying the sample signature and office of each person or persons, on its behalf, that is to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with execute the Finance Documents to which it is a partyparty and any related documents on behalf of such Obligor and certifying that such signatories hold the positions in which capacity they will execute such documents; (ivii) other than the Parent and Orkid, confirming, certifying in accordance with the provisions of section 45(3)(b)(i) case of the Companies Act, Russian Obligors only (A) that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any none of the Finance Documents to which it is a party, and none of the Original Obligor would satisfy transactions contemplated thereunder, does or will constitute a major transaction or an interested party transaction for it under applicable Russian law, except where requisite corporate approvals authorising all major transactions and all interested party transactions have been obtained by it with respect to such Finance Documents and (B) that the "solvency and liquidity test" aggregate value of the transactions contemplated under the Finance Documents exceeds 25 per cent. but does not exceed 50 per cent./exceeds 50 per cent. (as defined applicable) of the balance sheet value of its assets as of the latest reporting date (prepared and calculated in the Companies Actaccordance with RAS); (viii) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) case of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇Russian Obligors, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied with. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b). (e) A certificate of each Original Obligor (signed by a director) confirming, as at the CP Satisfaction Date, that: (i) borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments total commitments would not cause any borrowing, borrowing or guaranteeing or similar limit binding on any Original Obligor it to be exceeded; (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none in case of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are trueRussian Obligors, accurate and complete in all material respects. (f) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this part 1 that that has been provided by it to the Agent under the Facility Agreement and/or any of schedule 2 (Conditions precedent) its legal advisors is correct, complete and in full force and effect as at of a date no earlier than each of the Signature DateFinance Documents to which the relevant Russian Obligor is a party; (v) in case of the Russian Obligors, confirming that the conclusion of and the performance by it of its obligations under the Finance Documents to which it is a party and any related documents would not contravene any of its internal orders or regulations or decisions of its governing bodies and the power of the chief executive officer and, where relevant, other authorised signatories to act on its behalf, as defined in its constitutional documents and in any power(s) of attorney issued to any signatory/ies referred to in paragraph (iv) above, is not limited by any of its internal documents or decisions of its governing bodies or by any contract; (vi) certificate of the secretary of CTC Media, attaching and certifying the CTC Media documents listed in paragraphs (b) to (d) and (h) to (i); (f) evidence that (A) the Borrower has complied or will comply with applicable currency control laws and regulations in respect of the entry into and performance of any Finance Document to which it is party, including a certified copy of the transaction passport (passport sdelki) of the Borrower in relation to the relevant Finance Documents accepted and duly certified by the passport bank and (B) all necessary documents in relation to the Finance Documents have been submitted to the passport bank in accordance with applicable currency control laws and regulations and in form and substance satisfactory to the passport bank, together with certified copies of any of such documents as the Agent may require; (g) a certificate as to the existence and good standing (including verification of tax status) of CTC Media, certified as of a recent date by the Delaware Secretary of State, in form and substance satisfactory to the Agent and its counsel; (h) a solvency certificate of CTC Media, in form and substance satisfactory to the Agent and its counsel; and (i) certificate of an officer of CTC Media, addressed to Linklaters LLP, certifying as to certain factual matters.

Original Obligors. (a) A copy of the Constitutional Documents constitutional documents of each Original ObligorObligor including: (i) its memorandum and articles of association (including any amendments thereto); (ii) its certificate(s) of incorporation (and change of name, if any); (iii) its register of members; (iv) its register of directors and/or officers; (v) its register of mortgages and charges (if any); (vi) (in relation to the Parent only) a certificate of incumbency issued by its registered agent; and (vii) a certificate of good standing issued by the Registrar of Companies in the Cayman Islands or the Registrar of Corporate Affairs in the British Virgin Islands (as appropriate). (b) A copy of a resolution of the board of directors of each Original Obligor: (i) approving the terms of, and the transactions contemplated by, the Finance Transaction Documents to which it is a party and resolving that it execute execute, deliver and perform the Finance Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;; and (iv) in the case of an Original Obligor other than the Parent and OrkidCompany, confirming, authorising the Company to act as its agent in accordance connection with the provisions of section 45(3)(b)(i) of the Companies Act, that the board of directors of that Original Obligor is satisfied that, immediately after providing any direct or indirect financial assistance to be provided by that Original Obligor pursuant to any of the Finance Documents to which it is a party, the Original Obligor would satisfy the "solvency and liquidity test" (as defined in the Companies Act); (v) other than the Parent and Orkid, confirming, in accordance with the provisions of section 45(3)(b)(ii) of the Companies Act, that the board of directors of that Original Obligor is satisfied that the terms under which any direct or indirect financial assistance pursuant to any of the Finance Documents to which it is a party proposed to be given by it are fair and reasonable to it; (vi) other than the Parent and Orkid, Confirming, for the purposes of section 45(4) of the Companies A▇▇ ▇▇▇▇, that the conditions or restrictions (if any) in respect of granting any direct or indirect financial assistance by it pursuant to any of the Finance Documents to which it is a party set out in its Constitutional Documents have been satisfied; and (vii) other than the Parent and O▇▇▇▇, confirming that the board of directors of that Original Obligor is satisfied that the requirements of section 46(1) of the Companies Act have been complied withDocuments. (c) A copy of a resolution duly passed by the holders of the issued shares of the Original Obligors (other than the Parent and Orkid), as applicable, approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Obligor under the Finance Documents to which it is a party. (d) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b)‎‎(b) above. (d) A copy of a resolution signed by all the holders of the issued shares in the Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantor is a party. (e) A certificate of from each Original Obligor (signed by a director) confirming, director and dated as at of the CP Satisfaction Date, that:date of the proposed Utilisation): (i) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on any Original Obligor to be exceeded;; and (ii) there is no pending or threatened litigation, industrial action or regulatory proceedings against it or any Group Company, other than as set out in the Disclosure Schedule; (iii) having made due and careful enquiry, he/she is not aware of any Default or Event of Default which has occurred or is continuing; (iv) none of the circumstances described in clause 22.6 (Insolvency) of this Agreement applies to any Obligor; and (v) all of the representations and warranties given in this Agreement are true, accurate and complete in all material respects. (f) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this part ‎Schedule 1 of schedule 2 (Conditions precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Signature Datedate of that certificate.