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Conditions Precedent Ws 6 Prep Task Notes

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Banking Workshop 6

PREP TASK

1. List any documents which you would expect Danton Bank plc ("Danton") to include as conditions precedent in Part I of Schedule 2 of the Facilities Agreement. Also state who is responsible for producing the doc and why the bank wants it.

The List of the document should be as precise in the level of detail required from certain documents and tailored to the specific facts. LOOK at Points to Note DOCUMENT

CORPORA TE DOCs

SECURITY DOCs

PROPERT Y DOCs

LEGAL OPINION

1. Current memorandum and articles of the borrower and any companies giving guarantees or security;

2. Board resolution approving the Ts& Cs of the facility agreement and authorising signatories (usually Ds)

3. List of names of authorised signatories, together with a specimen of their signatures;

4. G'tor'sSHs res , approving g'tee (if any possible corporate benefit issues associated with it); in case SH's approval is required for transaction (e.g. SPT's or BB of shares, or big loans)

5. Executed security docs, together with any docs of title (e.g., share certificates) which those documents require.

6. Discharge of security documents

7. Proof that the any relevant mortgages have been discharged

8. Certificates of title for any properties, searches, insurance, valuations etc.

9. The legal opinion of the bank's solicitors.

10. The legal opinion of any foreign lawyers (tell them why and exactly what you want)

11. Insurance insurance)

OTHER DOCS &
EVIDENCE

policies

(including

any

These CPs supportCl

18.4 representation Proof that the bank has security &
priority for their loan (old security has been discharged) Proof that borrower has good title to the secured properties. Helps ensure value is accurate & that there is insurance in place to limit risk. These CPs supportCl

18.13-15 representations To confirm the validity of the agreement and the effectiveness of any security

'Keyman'

12. Management accounts

13. Payment instructions notifying bank where loan monies should be paid

14. Any consents or licences which are necessary in connection with the purpose of the loan

15. Copies of other related docs (e.g. fee letters, hedging agreements, inter-creditor, &loan facility executed by all parties Docs provided by:

REASON BANK WANTS IT Make sure Borrower is acting with authority and capacity i.e. not going against constitution. That there is Commercial Benefit

Bank wants these docs to address/resolve issues that have been discovered through DD Helps banks see if Co is complying with financial covenants (see Cl 20)

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