Common use of Conditions Precedent to Initial Utilisation Clause in Contracts

Conditions Precedent to Initial Utilisation. (A) Corporate documentation 1. A copy of the constitutional documents of each Original Obligor. 2. A copy of a resolution of the board of directors or members (as applicable) of each Original Obligor: (a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party; (b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised on behalf of an Original Obligor to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Document. 4. A certificate of an authorised officer of each Original Obligor certifying that: (a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in paragraphs (C)(10), (D)(11), E(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the BPIAE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP 0080105-0000405 PA:20488617.7 172 Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the BPIAE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor's jurisdiction of incorporation or organisation. 7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

Conditions Precedent to Initial Utilisation. (Aa) Corporate documentation 1. A copy of the constitutional documents of each Original Obligor. 2. (b) A copy of a resolution of the board of directors or members (as applicable) of each Original Obligor: (ai) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a party; (bii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (ciii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation RequestRequest 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. (dc) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. A specimen of the signature of each person authorised on behalf of an Original Obligor by the resolution referred to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Documentparagraph (b) above. 4. (d) A certificate of an authorised officer of each Original Obligor certifying that: the Parent (asigned by a director) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security guaranteeing or similar limit binding on it any Original Obligor to be exceeded. 5. (e) A certificate of an authorised officer signatory of the Borrower relevant Original Obligor certifying that each copy document relating to it specified in paragraphs (C)(10)this Part I of Schedule 3 is correct, (D)(11), E(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the BPIAE Agent is true and complete in all material respects and in full force and effect and (x) (with respect as at a date no earlier than the date of this Agreement. A legal opinion, in the agreed form, to the Satellite Supply ContractLenders from US counsel for US Newco concerning the Tender Offer and Merger Agreement, and including without limitation opinions that: (a) US Newco have the corporate power to enter into the Merger Documents; (b) the execution and performance of the Merger Documents have been duly authorised by all requisite action of the board of directors and shareholders of US Newco; (c) US Newco has duly executed and delivered the Merger Documents; (d) the Merger Documents are valid and binding obligations of US Newco, enforceable in accordance with their terms, subject to customary exceptions; (e) execution and performance of the Merger Documents will not violate any laws (including without limitation Regulations T, U, and X of the Board of Governors of the Federal Reserve System, the SpaceX Launch Contract, the Motorola Settlement Agreements Investment Company Act of 1940 and the Motorola IP 0080105-0000405 PA:20488617.7 172 Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)Public Utility Holding Company Act of 1935), such any formation documents have not been materially amended of US Newco or superseded Parent, any Merger Document, or any material contract of US Newco or Parent, result in the creation of any lien or encumbrance on the property of US Newco or Parent, or violate any existing order, writ, injunction or decree of any court or governmental instrumentality; (f) no consents, approvals, authorisations or orders are required to enter into the Merger Documents or take any action in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to connection with the BPIAE Agent). 6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor's jurisdiction of incorporation or organisation. 7. Evidence that the agent consummation of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointmenttransactions required therein.

Conditions Precedent to Initial Utilisation. (A) Corporate documentation 1. The Company (a) A copy of the constitutional documents of each Original Obligor. 2. (b) A copy of a resolution of the board of directors or members (as applicable) and/or a committee of the board of directors of each Original Obligor:Obligor (together with a copy of the resolutions appointing such committee): (ai) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform execute the Finance Documents to which it is a partyDocuments; (bii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;; and (ciii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation RequestRequest 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 (d) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents. 3. (c) A specimen of the signature of each person authorised on behalf of an Original Obligor by the resolution referred to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Documentparagraph (b) above. 4. (d) A copy of any necessary resolution signed by the holders of the issued shares in each Original Guarantor (other than IHG) which is a Subsidiary of IHG and is incorporated in England and Wales, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party. (e) A certificate of an IHG (signed by a duly authorised officer of each Original Obligor certifying that: (aofficer) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate; (b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and (c) confirming that borrowing or guaranteeing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security guaranteeing or similar limit binding on it any Original Obligor to be exceeded. 5. (f) A certificate of each Original Obligor (signed by an authorised officer of the Borrower signatory) certifying that each copy document relating to it specified in paragraphs (C)(10)this Part I of Schedule 2 is correct, (D)(11), E(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (J)(22) and (23) (to the extent applicable) of this Schedule provided to the BPIAE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to as at a date no earlier than the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP 0080105-0000405 PA:20488617.7 172 Rights date of this Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the BPIAE Agent). 6. Certificates (g) The Original Financial Statements of good standing each Original Obligor. (h) A cancellation notice (which shall be irrevocable) in respect of each Original Obligor issued as a the Existing Facility to be effective on the date of a recent date by the Secretary of State or other appropriate official of this Agreement and such Original Obligor's jurisdiction of incorporation or organisation. 7. Evidence that the agent of Existing Facility will be cancelled and prepaid in full on the Original Obligors first Utilisation Date under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointmentthis Agreement.