made as EURIBOR Advances shall be redenominated into EURIBOR
Advances on the Business Day immediately subsequent to the Extension Date at the
rate at which the Administrative Agent offers to exchange Sterling for Euro for
next day settlement at its principal office in London as of 11:00 A.M. (London
Time) on the Extension Date.
3.
CONDITIONS TO EFFECTIVENESS AND LENDING
3.1.
Conditions Precedent to Effectiveness.
The
obligation of the Lenders to make Advances under this Agreement shall become
effective on and as of the first date (the "Effective Date") prior to September
15, 2006 on which the following conditions precedent have been satisfied:
(A)
THE BORROWER SHALL HAVE NOTIFIED THE
ADMINISTRATIVE AGENT IN WRITING AS TO THE PROPOSED EFFECTIVE DATE.
(B)
ON THE EFFECTIVE DATE, THE FOLLOWING
STATEMENTS SHALL BE TRUE AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FOR
THE ACCOUNT OF EACH LENDER A CERTIFICATE SIGNED BY A DULY AUTHORIZED SIGNATORY
OF THE BORROWER, DATED THE EFFECTIVE DATE, STATING THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4.1 ARE
CORRECT ON AND AS OF THE EFFECTIVE DATE, AND
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A
DEFAULT OR EVENT OF DEFAULT.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED ON OR BEFORE THE EFFECTIVE DATE THE FOLLOWING, EACH DATED ON OR PRIOR
TO SUCH DAY (EXCEPT AS OTHERWISE NOTED BELOW), IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT:
(I)
A BANK ACCOUNT CHARGE IN SUBSTANTIALLY THE FORM OF EXHIBIT C
HERETO (THE "BANK ACCOUNT CHARGE"), DULY EXECUTED BY THE BORROWER, TOGETHER
WITH:
20
(A)
EVIDENCE THAT THE CHARGED ACCOUNT HAS BEEN
OPENED WITH THE ACCOUNT BANK;
(B)
A NOTICE OF CHARGED ACCOUNT TO THE ACCOUNT
BANK, DULY EXECUTED BY THE BORROWER AS CHARGOR;
(C)
AN ACKNOWLEDGEMENT OF CHARGED ACCOUNT TO THE
COLLATERAL AGENT; DULY EXECUTED BY THE ACCOUNT BANK.
(II)
EVIDENCE THAT THE LENDERS UNDER THAT CERTAIN CREDIT AGREEMENT
DATED AS OF 14 DECEMBER, 1999, AS AMENDED AND RESTATED PURSUANT TO A SEVENTH
SUPPLEMENTAL AGREEMENT DATED 23 SEPTEMBER, 2004 BETWEEN, AMONGST OTHERS,
REGENTREALM LIMITED, AS BORROWER, DEUTSCHE BANK AG LONDON, AS LENDER, ARRANGER,
AGENT, SECURITY AGENT, SOLE BOOK RUNNER AND DOCUMENTATION AGENT, AND OTHER
LENDERS PARTY THERETO, HAVE CONSENTED TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS.
(III)
CERTIFIED COPIES OF:
(A)
CONSTITUTIONAL DEED AND UP-DATED BY-LAWS OF THE
BORROWER; AND
(B)
PUBLIC DEED AMENDING CERTAIN ARTICLES OF THE
BY-LAWS OF THE BORROWER IN ORDER TO, AMONG OTHER THINGS, CHANGE ITS MANAGING
STRUCTURE FROM A SOLE ADMINISTRATOR TO 3 JOINT AND SEVERAL ADMINISTRATORS,
AUTHORIZED BY THE NOTARY OF BARCELONA MR. MIQUEL TARRAGONA COROMINA ON 14 JULY
2006 UNDER NUMBER 3688 OF HIS OFFICIAL RECORD, REGISTERED WITH THE MERCANTILE
REGISTRY OF BARCELONA ON 4 AUGUST 2006, WHERE IT IS EXPRESSLY STATED THAT THE
JOINT AND SEVERAL ADMINISTRATORS HAVE ACCEPTED THEIR APPOINTMENT AND MR. JOAN
CASAPONSA SITJAS, MR. ANTHONY JENKINS AND MS. MONTSERRAT SERRA PUNTÍ ARE
APPOINTED AS JOINT AND SEVERAL ADMINISTRATORS.
(IV)
A CERTIFICATE OF A DULY AUTHORIZED SIGNATORY OF THE BORROWER,