People granted permission to enter or stay in the UK for a limited period frequently have conditions attached to their permission. These can include restrictions on work, occupation, study or claiming public funds. This Practice Note explains the different types of conditions, when and how they can be attached to a person’s permission and the consequences of breach of conditions. From 1 December 2020, the Statement of Changes in Immigration Rules HC 813 amended a number of provisions in the Immigration Rules to replace ‘leave to remain’ and ‘leave to enter’ with ‘permission to stay’ and ‘permission to enter’, respectively. This Practice Note will use the new terminology where relevant but note that these terms are interchangeable. What are conditions of permission? A condition of permission can restrict or prohibit certain activities or access to certain services in the UK. It can also make a specified action mandatory. The Immigration Act 1971 (IA 1971) provides that any, or all, of the following conditions

This Practice Note explains: • the nature of conditions precedent • the different types of conditions precedent (ie documentary or factual) • what needs to be taken into account when determining whether the conditions precedent have been satisfied, and • what happens if the conditions precedent are not satisfied This Practice Note looks at the usual conditions precedent in a finance transaction at the time of: • first drawdown, and • future drawdowns throughout the life of the facility Where appropriate, this Practice Note highlights relevant provisions in Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee and the Loan Market Association (LMA) investment grade multicurrency term facility agreement (the LMA facility agreement) (available to LMA members on the LMA website). The LMA has a series of helpful user guides for its members in the Documents & Guidelines section of its website which provide guidance on its documentation. Additionally, the Association of Corporate Treasurers (ACT) ACT Borrower’s Guide to the LMA’s Investment Grade Agreements

In leveraged finance transactions, conditions precedent are commonly split into conditions precedent to signing and conditions precedent to closing. Conditions precedent to signing are conditions that must be satisfied by the borrower before the facility agreement can take effect. Conditions precedent to closing are conditions which must be satisfied by the borrower before it is entitled to draw down funds under the facilities agreement.

Definitions Condition Fulfilment Date • means the date by which, unless otherwise waived pursuant to clause 1.6, the Conditions shall be satisfied being [within [insert days] of the date of the Agreement OR on or before [insert date]], or such extended date as may be agreed pursuant to clause 1.3; Conditions • means the conditions described in clause 1.1 of this Agreement; Surviving Clauses • means [insert references to the clauses of the agreement which are intended to survive any termination or voiding of the agreement in the event that the Conditions are not met—eg confidentiality, notices, costs, entire agreement, governing law and jurisdiction, dispute resolution.] 1 Conditions precedent 1.1 This Agreement and the obligations in it (other than the Surviving Clauses) is conditional in all respects upon the following conditions being fulfilled[ to the satisfaction of [insert party name]]; 1.1.1 [execution

This Practice Note considers the meaning, interpretation and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent and drafting issues. What are conditions precedent? A condition precedent in a commercial contract details an event which must take place before: • a contract, or • a party’s obligation(s) under a contract comes into force. The contract, or the relevant obligation, does not become binding until the condition has been satisfied. The leading case on the principles of interpretation in the context of a condition precedent has been identified as Bremer Handelsgesellscheft Schaft mbH v Vanden Avenne Izegem PVBA [1978] 2 Lloyd’s Rep 109 (not reported by LexisNexis®) where Lord Wilberforce said: ‘Whether this clause is a condition precedent or a contractual term of some other character must depend on (i) the form of the clause itself, (ii) the relation of the clause to the contract as a whole, (iii) general considerations of law.’ The Court of Appeal has recognised that when determining whether a clause is a condition precedent, it is not

This Practice Note briefly explains what conditions precedents are and where they are used in debt capital markets transactions. It also covers some of the typical conditions precedent included in the documentation for an issue of debt securities. What is a condition precedent? In many financing transactions, the document containing the commitment to provide finance is signed some time in advance of the date when funds will actually be made available. In such a case the commitment to provide finance will be conditional upon certain conditions being satisfied before funds are advanced. These conditions are known as conditions precedent and are usually satisfied by delivery of specified documents. For information on conditions precedent in bank lending documentation, see Practice Note: Conditions precedent. In a debt capital markets transaction, the conditions precedent are set out in the subscription agreement (in the case of a standalone issue) or programme (or dealer) agreement (in the case of an issue under a programme). For information on the differences between standalone issues and issues under a programme,

The table below summarises the conditions precedent typically requested by senior lenders on an acquisition finance transaction, together with the party responsible for drafting/providing them and other relevant information. There will normally be a large number of conditions precedent documents including: • corporate authorisations • acquisition documents • equity investment documents • finance documents (including facilities agreements and security documents) • legal opinions • due diligence reports and other information, and • documents relating to the structure and flow of funds The conditions precedent will be contained in a schedule to the facilities agreement. Some conditions precedent will need to be delivered prior to signing and some prior to first utilisation (see Practice Note: Conditions precedent on acquisition finance transactions—general considerations). It is important to consider what additional conditions precedent are appropriate for the particular transaction, considering such factors as the due diligence reports, particular legal considerations and the transaction’s particular structure. Lists contained in precedent or standard form documents should be used as starting points only. For an introductory

The process of satisfying conditions precedent on a acquisition finance transaction is much the same as on other types of lending transaction. An acquisition finance transaction will, however, often have a significantly larger number of conditions precedent than an investment grade transaction, reflecting the greater risk profile and more complicated nature of the transaction. This note provides an overview of the following in the context of acquisition finance transactions: • the purpose of conditions precedent • key types of conditions precedent, and • satisfying conditions precedent For further information on conditions precedent in acquisition finance transactions, see: Conditions precedent ('CPs'): Tom Speechley: Acquisition finance. For general information about satisfying conditions precedent on a lending transaction, see Practice Note: Conditions precedent. Purpose of conditions precedent Conditions precedent are included in the facilities agreement(s) for the benefit of the lenders. The lenders will make their decision to lend the finance on the basis of a number of legal and commercial assumptions and provisos. Some of these will be specifically set out in the

Timing This phase often overlaps with the period in loan transactions when the finance documents are being drafted and negotiated (see Practice Note: Finance documents phase in loan transactions). Once the lawyers have started to draft the facility agreement, the list of conditions precedent which the borrower will need to provide to the lender (or the facility agent in a syndicated transaction) before it can sign the facility agreement and/or draw down the funds under the facility agreement will start to take shape. As part of the transaction management, the lender’s lawyers will usually prepare a checklist of the conditions precedent (also known as the CP checklist) to keep track of the status of each relevant condition precedent and this is circulated to all parties for review while the finance documents are being negotiated. The borrower or the borrower’s lawyers will provide each of the various conditions precedent documents to the lender or the lender’s lawyers for review. Depending on the nature of the condition precedent document, some may require negotiation. It is important

[ To be printed on the headed paper of the lender ] [insert date] To: [insert name and address of borrower] Dear [insert full name of borrower] 1 We refer to the facility agreement dated [insert date of facility agreement] between [insert name of borrower] (the Borrower) and [insert name of lender] (the lender) as amended, novated, supplemented, restated or replaced from

[ TO BE PRINTED ON HEADED PAPER OF LAW FIRM ] [insert date] To: [insert name and address of lender] Dear [insert full name of lender] 1 We refer to the facility agreement dated [insert date of facility agreement] between [insert name of borrower] (the Borrower) and [insert name of lender] (the lender) as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms (the Facility Agreement). 2 Unless defined otherwise in this letter, or the context requires otherwise, all words or expressions in the Facility Agreement

The following Checklist summarises the statutory conditions that must be met before a restraint order can be made under section 41 of the Proceeds of Crime Act 2002 (POCA 2002) and the correct procedure under Criminal Procedure Rules 2025 (CrimPR 2025), SI 2025/909, r 33.45. For detailed guidance on the application of these conditions in practice, see Practice Note: Restraint orders—Conditions for the grant of a restraint order. Statutory procedure for restraint order applications under the Criminal Procedure Rules, r 33.45 An application to the Crown Court for a restraint order can be made either by a prosecutor (including a private prosecutor) or an accredited financial investigator. An application can be made without notice (ex parte), and it usually is, provided it can be demonstrated that the application is urgent or that the defendant is likely to dissipate assets if they are put on notice of the application. The application must be made in writing and be supported by a witness statement. The witness statement must set out the grounds