Common use of People with Significant Control Clause in Contracts

People with Significant Control. In respect of each company incorporated in the U.K. whose shares are the subject of a Lien in favor of the Collateral Agent (a “Charged Company”), either (i) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that (A) each Loan Party has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from a Loan Party; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of any English Loan Party, which, is certified by an authorized signatory of that Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or (ii) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that such Loan Party is not required to comply with Part 21A of the Companies Act 2006. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, it is understood and agreed that to the extent any Lien on any Collateral (other than with respect to the Collateral owned by Holdings) cannot be created (other than with respect to Current Asset Collateral) or perfected (other than to the extent that a Lien on such Collateral may be perfected (a) by the filing of (i)(A) a financing statement under the UCC or (B) a financing statement under the PPSA, or (b) Intellectual Property Security Agreements or other Collateral Documents securing Intellectual Property in the appropriate filing offices in the Covered Jurisdictions, or (y) by the delivery of certificates representing Pledged Equity of the Loan Parties) on the Closing Date after Loan Parties’ use of commercially reasonable efforts to do so, the creation (other than with respect to Current Asset Collateral) or perfection of a Lien on such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be created (other than with respect to Current Asset Collateral) or perfected within ninety (90) days (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) after the Closing Date; provided that, to the extent a Lien on such Collateral may be perfected by the filing of a form MR01 with Companies House, such form MR01 shall be filed within twenty-one (21) days of the date of creation of the relevant Lien. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Closing Date, borrowing of Swing Loans or Issuance or deemed Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s Ratable Portion of such Borrowing or Swing Loans.

People with Significant Control. In respect of each company incorporated in the U.K. whose shares are the subject of a Lien in favor of the Collateral Agent (a “Charged Company”), either (i) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that (A) each Loan Party has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 ▇▇▇ ▇▇▇▇ from a Loan Party; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of any English Loan Party, which, is certified by an authorized signatory of that Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or (ii) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that such Loan Party is not required to comply with Part 21A of the Companies Act 2006▇▇▇ ▇▇▇▇. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, it is understood and agreed that to the extent any Lien on any Collateral (other than with respect to the Collateral owned by Holdings) cannot be created (other than with respect to Current Asset Collateral) or perfected (other than to the extent that a Lien on such Collateral may be perfected (a) by the filing of (i)(A) a financing statement under the UCC or (B) a financing statement under the PPSA, or (b) Intellectual Property Security Agreements or other Collateral Documents securing Intellectual Property in the appropriate filing offices in the Covered Jurisdictions, or (y) by the delivery of certificates representing Pledged Equity of the Loan Parties) on the Closing Date after Loan Parties’ use of commercially reasonable efforts to do so, the creation (other than with respect to Current Asset Collateral) or perfection of a Lien on such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be created (other than with respect to Current Asset Collateral) or perfected within ninety (90) days (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) after the Closing Date; provided that, to the extent a Lien on such Collateral may be perfected by the filing of a form MR01 with Companies House, such form MR01 shall be filed within twenty-one (21) days of the date of creation of the relevant Lien. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing on the Closing Date, borrowing of Swing Loans or Issuance or deemed Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇Lender’s Ratable Portion of such Borrowing or Swing Loans.

People with Significant Control. In respect of each company incorporated in the U.K. whose shares are the subject of a Lien in favor of the Collateral Agent (a “Charged Company”), either (i) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that (A) each Loan Party has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 ▇▇▇ ▇▇▇▇ from a Loan Party; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of any English Loan Party, which, is certified by an authorized signatory of that Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of this AgreementSecond Amendment; or (ii) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that such Loan Party is not required to comply with Part 21A of the Companies Act 2006. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, it is understood and agreed that to the extent any Lien on any Collateral (other than with respect to the Collateral owned by Holdings) cannot be created (other than with respect to Current Asset Collateral) or perfected (other than to the extent that a Lien on such Collateral may be perfected (a) by the filing of (i)(A) a financing statement under the UCC or (B) a financing statement under the PPSA, or (b) Intellectual Property Security Agreements or other Collateral Documents securing Intellectual Property in the appropriate filing offices in the Covered Jurisdictions, or (y) by the delivery of certificates representing Pledged Equity of the Loan Parties) on the Closing Date after Loan Parties’ use of commercially reasonable efforts to do so, the creation (other than with respect to Current Asset Collateral) or perfection of a Lien on such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be created (other than with respect to Current Asset Collateral) or perfected within ninety (90) days (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) after the Closing Date; provided that, to the extent a Lien on such Collateral may be perfected by the filing of a form MR01 with Companies House, such form MR01 shall be filed within twenty-one (21) days of the date of creation of the relevant Lien▇▇▇ ▇▇▇▇. Without limiting the generality of the provisions of Section 11.4 of the last paragraph of Section 9.3Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4.14, each Lender Lender, to the extent such Person has signed this Second Amendment, shall be deemed to have consented to, approved, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders such Person, unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender Person prior to the Borrowing on the Closing Date, borrowing of Swing Loans or Issuance or deemed Issuance hereunder proposed Second Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s Ratable Portion of such Borrowing or Swing Loansthereto.

People with Significant Control. In respect of each company incorporated in the U.K. England and Wales whose shares are the subject of a Lien in favor of the Collateral Agent (a “Charged Company”), either (i) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that (A) each Loan Party has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from a Loan Party; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of any English Loan Party, which, is certified by an authorized signatory of that Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of this AgreementFourth Amendment; or (ii) a certificate of an authorized signatory of the Lead Administrative Borrower certifying that such Loan Party is not required to comply with Part 21A of the Companies Act 2006. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, it is understood and agreed that to the extent any Lien on any Collateral (other than with respect to the Collateral owned by Holdings) cannot be created (other than with respect to Current Asset Collateral) or perfected (other than to the extent that a Lien on such Collateral may be perfected (a) by the filing of (i)(A) a financing statement under the UCC or (B) a financing statement under the PPSA, or (b) Intellectual Property Security Agreements or other Collateral Documents securing Intellectual Property in the appropriate filing offices in the Covered Jurisdictions, or (y) by the delivery of certificates representing Pledged Equity of the Loan Parties) on the Closing Date after Loan Parties’ use of commercially reasonable efforts to do so, the creation (other than with respect to Current Asset Collateral) or perfection of a Lien on such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be created (other than with respect to Current Asset Collateral) or perfected within ninety (90) days (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) after the Closing Date; provided that, to the extent a Lien on such Collateral may be perfected by the filing of a form MR01 with Companies House, such form MR01 shall be filed within twenty-one (21) days of the date of creation of the relevant Lien. Without limiting the generality of the provisions of Section 11.4 of the last paragraph of Section 9.3Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4.16, each Lender Lender, to the extent such Person has signed this Fourth Amendment, shall be deemed to have consented to, approved, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders such Person, unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender Person prior to the Borrowing on the Closing Date, borrowing of Swing Loans or Issuance or deemed Issuance hereunder proposed Fourth Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such ▇▇▇▇▇▇’s Ratable Portion of such Borrowing or Swing Loansthereto.