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Common use of Conditions to the Effectiveness of this Agreement Clause in Contracts

Conditions to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Transaction Documents listed on Schedule B hereto; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: (A) copies of all searches with respect to the Collateral, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to meet the Collateral and Guarantee Requirement, and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date; (v) one or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent prior to the Closing Date; in each case reasonably satisfactory to the Funding Agents and their respective counsel; (vi) a Loan Notice relating to the initial Loan. (b) [reserved]; (c) The representations and warranties of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and (j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approval.

Appears in 1 contract

Samples: Bridge Receivables Credit Agreement (Sungard Data Systems Inc)

Conditions to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall become effective upon satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedentconditions: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly have received this Agreement duly executed by a Responsible Officer of the Borrower, each in form the Guarantors, and substance reasonably satisfactory to the Lenders; (b) if requested by any Lender, the Administrative Agent and its legal counsel: (i) shall have received for such Lender such Lender's duly executed counterparts Notes of the Transaction Documents listed on Schedule B heretoBorrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (iic) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) Administrative Agent shall have received the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: with (i) UCC financing statements to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party and (ii) to the extent a Borrowing is requested on the Closing Date, (A) copies of warehouse receipts together with all searches necessary endorsements with respect to the CollateralEligible Commodities, and (B) all proper financing statements, duly prepared commodity account control agreements for filing under the Uniform Commercial Code in all jurisdictions that Eligible Hedging Accounts; (d) the Administrative Agent shall have received evidence of insurance insuring the Eligible Commodities and naming the Administrative Agent as lender's loss payee; (e) the Administrative Agent shall have received copies of the Borrower's and each Guarantor's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (f) the Administrative Agent shall have received copies of resolutions of the Borrower's and each Guarantor's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower's and each Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary; (g) the Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (h) the Administrative Agent shall have received a list of the Borrower's Authorized Representatives; (i) each Lender shall have received an upfront fee in an amount equal to 0.10% of such Lender's Commitment; (j) each Lender shall have received such evaluations and certifications as it may deem reasonably necessary require in order to meet satisfy itself as to the Collateral value of the Collateral, the financial condition of the Borrower and Guarantee Requirementthe Guarantors, andand the lack of material contingent liabilities of the Borrower and the Guarantors; (Bk) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been takenreceived financing statement, completed or otherwise provided for tax, and judgment lien search results against the Property of the Borrower and each Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Guarantor, in a manner reasonably form and substance satisfactory to the Administrative Agent; (ivm) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as shall have received a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such fully executed Internal Revenue Service Form W-9 for the Borrower is a party or is to be a party on the Closing Dateand each Guarantor; (vn) one no material adverse change in the business, condition (financial or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPotherwise), New York counsel to operations, performance, or Properties of the Borrower and its Affiliates substantially in or any Guarantor shall have occurred since September 30, 2009; (o) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower's standard form of Exhibit Isuch contacts), (ii) an opinion of the internal counsel to the Borrower, substantially which shall be in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered substance satisfactory to the Administrative Agent; (p) the Administrative Agent prior to shall have received copies of the Closing Date; Credit and Collection Policy, which shall be in each case reasonably form and substance satisfactory to the Funding Agents and their respective counselAdministrative Agent; (viq) a Loan Notice relating to each of the initial Loan. (b) [reserved]; (c) The representations and warranties of set forth herein and in the Borrower contained in Article V of this Agreement or any other Transaction Document Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be remain true and correct in all material respects as of such the Closing Date, except to the extent the same expressly relate to an earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (dr) The Funding Agents no Default or Event of Default shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuingbe continuing or would occur as a result of the consummation of the transaction contemplated by this Agreement; and (js) All conditions precedent to the initial Credit Extension (Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approvalAdministrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (International Assets Holding Corp)

Conditions to the Effectiveness of this Agreement. The effectiveness As of the Effective Date, each of the following conditions have been satisfied: a. each Borrower and the Guarantor has executed and delivered counterparts of this Agreement is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedent: (a) The Administrative Agent’s receipt ; b. the Borrower has delivered such documents and certificates as the Administrative Agent or its counsel has requested relating to the authorization of the followingeach Borrower of this Agreement and any other legal matters relating to Borrower or this Agreement, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each all in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Transaction Documents listed on Schedule B hereto; (ii) a Note executed by c. the Borrower in favor of each Lender that Guarantor has requested a Note at one Business Day in advance of the Closing Date; (iii) the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: (A) copies of all searches with respect to the Collateral, delivered such documents and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that certificates as the Administrative Agent may deem reasonably necessary or its counsel has requested relating to the authorization of the Guarantor ny-1974739 of this Agreement and the guaranties referred to in order subsection (d) below, and any other legal matters relating to meet the Collateral Guarantor or such guaranties or this Agreement, all in form and Guarantee Requirement, and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably substance satisfactory to the Administrative AgentAgent and its counsel; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of d. the Borrower, the Finance Subsidiaries, the Performance Guarantor has duly executed and the Sellers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date; (v) one or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent prior original counterparts of that certain Leasing Costs Guaranty and that certain Interest Guaranty in the forms agreed upon by the Guarantor, the Administrative Agent and the Lenders; e. the Borrower has made a prepayment of the principal amount of the Loan in an amount not less than $50,000,000.00; f. the Borrower has paid to Administrative Agent and each Lender all out-of-pocket expenses incurred by such party (including the reasonable fees, charges and disbursements of counsel for such party) in connection with the preparation, negotiation, execution and delivery of this Agreement and any other documents to be delivered in connection herewith; g. in consideration of the agreements of the Lenders contained herein, the Borrower has paid to the Closing DateAdministrative Agent, for the pro rata account of the Lenders in accordance with their respective Commitment Percentages, a non-refundable modification fee in an amount equal to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00); h. the Borrower has duly executed, notarized and delivered to the Title Company original counterparts of that certain Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof (the “Amended and Restated Mortgage”); and i. the Administrative Agent has received, and the Borrower has paid all premiums, fees and endorsement costs associated with, an ALTA Lender’s Policy of Title Insurance in each case reasonably form and substance satisfactory to the Funding Agents Administrative Agent issued by the Title Company in the amount of $300,000,000.00 insuring the Amended and their respective counsel; (vi) Restated Mortgage as a Loan Notice relating first priority lien on the Project, containing such endorsements and affirmative insurance and with such co-insurance and re-insurance as the Administrative Agent reasonably requires, excepting only such items as reasonably acceptable to the initial LoanAdministrative Agent. (b) [reserved]; (c) The representations and warranties of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and (j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approval.

Appears in 1 contract

Samples: Omnibus Amendment to Loan Documents (Alexanders Inc)

Conditions to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall become effective upon satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedentconditions: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly have received this Agreement duly executed by a Responsible Officer of the Borrower, each in form the Guarantors, and substance reasonably satisfactory to the Lenders; (b) if requested by any Lender, the Administrative Agent and its legal counsel: (i) shall have received for such Lender such Lender’s duly executed counterparts Notes of the Transaction Documents listed on Schedule B heretoBorrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (iic) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) Administrative Agent shall have received the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: with (i) UCC financing statements to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party and (ii) to the extent a Borrowing is requested on the Closing Date, (A) copies documents of title together with all searches necessary endorsements with respect to the CollateralEligible Commodities, and (B) all proper financing statements, duly prepared commodity account control agreements for filing under the Uniform Commercial Code in all jurisdictions that Eligible Hedging Accounts; (d) the Administrative Agent shall have received evidence of insurance insuring the Eligible Commodities and naming the Administrative Agent as lender’s loss payee; (e) the Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (f) the Administrative Agent shall have received copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (g) the Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (h) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (i) each Lender and L/C Issuer shall have received such evaluations and certifications as it may deem reasonably necessary require in order to meet satisfy itself as to the Collateral value of the Collateral, the financial condition of the Borrower and Guarantee Requirementthe Guarantors, andand the lack of material contingent liabilities of the Borrower and the Guarantors; (Bj) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been takenreceived financing statement, completed or otherwise provided for tax, and judgment lien search results against the Property of the Borrower and each Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (k) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Guarantor, in a manner reasonably form and substance satisfactory to the Administrative Agent; (ivl) to the extent not on file with the Administrative Agent, the Administrative Agent shall have received a fully executed Internal Revenue Service Form W‑9 for the Borrower and each Guarantor; (m) no material adverse change in the business, condition (financial or otherwise), operations, performance, or Properties of the Borrower or any Guarantor shall have occurred since September 30, 2015; (n) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower’s standard form of such certificates contacts), which shall be in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received copies of resolutions the Credit and Collection Policy, which shall be in form and substance satisfactory to the Administrative Agent; (p) to the extent such secured Indebtedness for Borrowed Money is not permitted hereunder, the Administrative Agent shall have received pay‑off and lien release letters from secured creditors of the Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other action, incumbency certificates and/or other certificates of Responsible Officers lien release instruments necessary to release their Liens on the assets of the Borrower, which pay‑off and lien release letters shall be in form and substance acceptable to the Finance SubsidiariesAdministrative Agent; (q) the Administrative Agent shall have received the fees required by the fee letter referenced in Section 2.1(c) hereof; and (r) the Administrative Agent shall have received such other agreements, the Performance Guarantor instruments, documents, certificates, and the Sellers opinions as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date; (v) one or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent prior to the Closing Date; in each case reasonably satisfactory to the Funding Agents and their respective counsel; (vi) a Loan Notice relating to the initial Loanrequest. (b) [reserved]; (c) The representations and warranties of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and (j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approval.

Appears in 1 contract

Samples: Credit Agreement (Intl Fcstone Inc.)

Conditions to the Effectiveness of this Agreement. The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is subject to satisfaction satisfied (or waived in accordance with Section 12.02): (a) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party (b) The Administrative Agent, the Arrangers and the Lenders shall have received all commitment, facility and agency fees and all other fees and amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, without limitation, to the extent invoiced at least one Business Day prior to the Closing Date the fees and expenses of counsel to the conditions precedent set forth on Schedule B hereto, and the following conditions precedent:Administrative Agent). (ac) The Administrative Agent’s receipt Agent shall have received a certificate of the followingSecretary or an Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or such Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the Organizational Documents of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (d) The Administrative Agent shall have received certificates of the appropriate State agencies (i.e., of each of the States in which the Borrower or applicable Guarantor, as the case may be, is organized) with respect to the existence, qualification and good standing (or the equivalent) of the Borrower and each Guarantor. (e) The Administrative Agent shall have received a compliance certificate which shall be originals or facsimiles (followed promptly by originals) unless otherwise specifiedsubstantially in the form of Exhibit D, each duly and properly executed by a Responsible Officer and dated as of the BorrowerClosing Date. (f) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty and Collateral Agreement and the other Security Instruments described or identified on Exhibit E. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall: (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (provided that Liens which are permitted by the terms of Section 9.03 to attach to the Mortgaged Properties may exist and have whatever priority such Liens have at such time under applicable law) on at least 85% of the PV-9 value of the Oil and Gas Properties evaluated in the Initial Reserve Report; and (ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Subsidiary Guarantors. (g) The Administrative Agent shall have received an opinion of (i) Xxxxx X. XxXxxx, General Counsel to the Parent Guarantor and the Borrower and (ii) Xxxxx & Lardner LLP, special counsel to the Parent Guarantor, the Borrower and the other Credit Parties. (h) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12. (i) The Administrative Agent shall have received such title information as the Administrative Agent may reasonably require, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts setting forth the status of title to at least 85% of the Transaction Documents listed on Schedule B hereto; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: (A) copies of all searches with respect to the Collateral, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to meet the Collateral and Guarantee Requirement, and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably Mortgaged Properties necessary to satisfy the Collateral and Guarantee Requirement Coverage Requirement. (j) The Administrative Agent shall have been takenreceived a certificate of a Responsible Officer certifying that the Credit Parties have received all consents and approvals required by Section 7.03. (k) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a) and the Initial Reserve Report accompanied by a Reserve Report Certificate. (l) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Parent Guarantor and the Credit Parties for each of the following jurisdictions: Delaware, completed or otherwise provided for in a manner Colorado and any other jurisdiction reasonably satisfactory to requested by the Administrative Agent;; other than those being assigned or released on or prior to the Closing Date or Liens permitted by Section 9.03. (ivm) The Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers documents as the Administrative Agent may reasonably require evidencing the identityAgent, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date; (v) one or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York special counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent or the Majority Lenders (through the Administrative Agent) may reasonably request. (n) The Administrative Agent shall have received, at least five days prior to the Closing Date; , all documentation and other information regarding the Borrower requested in each case reasonably satisfactory connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the Funding Agents and their respective counsel; (vi) a Loan Notice relating to the initial Loan. (b) [reserved]; (c) The representations and warranties extent requested in writing of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of at least 10 days prior to the Closing Date; provided. Notwithstanding the foregoing, howeverthe obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02) at or prior to 2:00 p.m., thatNew York City time, on April 13, 2018 (i) to or such other date as the extent that such representations and warranties specifically refer to an earlier dateArrangers, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing Administrative Agent and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to Borrower agree in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (ewriting) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and (j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time. The Administrative Agent shall notify the Borrower and the Lenders promptly of waiverthe occurrence of the Closing Date, subject to the Required Lenders’ approvaland such notice shall be conclusive and binding.

Appears in 1 contract

Samples: Credit Agreement (Whiting Petroleum Corp)

Conditions to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall become effective upon satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedentconditions: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly have received this Agreement duly executed by a Responsible Officer of the Borrower, each in form the Guarantors, and substance reasonably satisfactory to the Lenders; (b) if requested by any Lender, the Administrative Agent and its legal counsel: (i) shall have received for such Lender such Lender’s duly executed counterparts Notes of the Transaction Documents listed on Schedule B heretoBorrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (iic) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) Administrative Agent shall have received the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: with (i) UCC financing statements to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party and (ii) to the extent a Borrowing is requested on the Closing Date, (A) copies documents of title together with all searches necessary endorsements with respect to the CollateralEligible Commodities included in the 68 748271253 Borrowing Base (to the extent required under the applicable component of the Borrowing Base), and (B) all commodity account control agreements for all Eligible Hedging Accounts, and all proper financing statementsother action has been taken, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably deems necessary or desirable in order to meet the Collateral and Guarantee Requirementcreate, and (B) evidence that all other actions, recordings and filings that in favor of the Administrative Agent on behalf of the secured parties, a perfected first-priority Lien on the Collateral described in the Security Agreement, subject to no other than Liens permitted by Section 8.8 hereof; (d) the Administrative Agent shall have received evidence of insurance insuring the Eligible Commodities and naming the Administrative Agent as lender’s loss payable; (e) the Administrative Agent shall have received copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (f) the Administrative Agent shall have received copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (g) the Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (h) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (i) each Lender and L/C Issuer shall have received such evaluations and certifications as it may deem reasonably necessary require in order to satisfy itself as to the Collateral value of the Collateral, the financial condition of the Borrower and Guarantee Requirement the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the Administrative Agent shall have been takenreceived financing statement, completed or otherwise provided for tax, and judgment lien search results against the Property of the Borrower and each Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (k) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Guarantor, in a manner reasonably form and substance satisfactory to the Administrative Agent; (ivl) such certificates of resolutions to the extent not on file with the Administrative Agent, the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Guarantor; (m) no change in the business, condition (financial or other actionotherwise), incumbency certificates and/or other certificates of Responsible Officers operations, performance, or Properties of the Borrower or any Guarantor shall have occurred since 69 748271253 September 30, 2021, that has caused or could reasonably be expected to cause a Material Adverse Effect; (n) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers ’s standard form of such contacts) as the Administrative Agent may reasonably require evidencing request from time to time, which shall be in form and substance satisfactory to the identityAdministrative Agent; (o) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, authority each of which shall be in form and capacity substance satisfactory to the Administrative Agent; (p) the Administrative Agent shall have received the fees required by the fee letter referenced in Section 2.1(c) hereof; (q) each of each Responsible Officer thereof authorized the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to act the extent the same expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date; (r) no Default or Event of Default shall have occurred and be continuing or would occur as a Responsible Officer in connection with this Agreement and result of such Credit Event; (s) the other Transaction Documents Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to which such the Borrower is a party or is to be a party on the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (vt) one or more opinions from the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPall documents, New York counsel to certificates, and other information requested by each Lender required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering regulations, including the Borrower Act, and its Affiliates substantially in the form of Exhibit I, (ii) an opinion a Beneficial Ownership Certification; (u) the Administrative Agent shall not have become aware of any information or other matter affecting any Loan Party or the internal counsel to the Borrowertransactions contemplated hereby, substantially which in the form of Exhibit I-2Administrative Agent’s judgment is inconsistent, and (iii) opinions of the local counsels in a material adverse manner, with any such information or other matter disclosed to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to or reviewed by the Administrative Agent prior to the Closing Date; in each case , which could reasonably satisfactory be expected to have had a materially adverse effect on the Funding Agents interests and their respective counsel; (vi) a Loan Notice relating to the initial Loan. (b) [reserved]; (c) The representations and warranties credit decision of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuingAdministrative Agent; and (jv) All conditions precedent to the initial Credit Extension (Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approvalAdministrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (StoneX Group Inc.)

Conditions to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedent: (a) The Administrative Agent’s and the Insurer’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent Agent, the Insurer, and its respective legal counsel: (i) executed counterparts of the Transaction Documents listed on Schedule B hereto; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: (A) copies of all searches with respect to the Collateral, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent and the Insurer may deem reasonably necessary in order to meet the Collateral and Guarantee Requirement, and (B) evidence that all other actions, recordings and filings that the Administrative Agent and the Insurer may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative AgentAgent and the Insurer; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers as the Administrative Agent and the Insurer may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such the Borrower is a party or is to be a party on the Closing Date; (v) one or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, (ii) an opinion of the internal counsel to the Borrower, substantially in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered to the Administrative Agent prior to the Closing Date; in each case reasonably satisfactory to the Funding Agents Agents, the Insurer, and their respective counsel; (vi) a Loan Notice relating to the initial Loan. (b) [reservedReserved]; (c) The representations and warranties of the Borrower contained in Article V of this Agreement or any other Transaction Document shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and (ii) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents and the Insurer shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents and the Insurer shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reservedreserved]; (f) [Reserved]The Insurer shall have received evidence to its satisfaction that at least the Minimum Shadow Ratings have been attained on the Closing Date; (g) [Reserved]The Policy shall have been delivered by the Insurer to the Administrative Agent on behalf of the insured parties thereunder and shall be in full force and effect. (h) [Reserved]The Insurer shall have the Required Ratings on the Closing Date; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuing; and (j) All conditions precedent to the initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ Controlling Party’s approval.

Appears in 1 contract

Samples: Insured Receivables Credit Agreement (Sungard Data Systems Inc)

Conditions to the Effectiveness of this Agreement. The effectiveness of this This Agreement is subject to shall become effective upon satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditions precedentconditions: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly have received this Agreement duly executed by a Responsible Officer of the Borrower, each in form the Guarantors, and substance reasonably satisfactory to the Lenders; (b) if requested by any Lender, the Administrative Agent and its legal counsel: (i) shall have received for such Lender such Lender's duly executed counterparts Notes of the Transaction Documents listed on Schedule B heretoBorrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (iic) a Note executed by the Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Closing Date; (iii) Administrative Agent shall have received the Security Agreement set forth on Schedule B, duly executed by the Borrower, together with: with (i) UCC financing statements to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party and (ii) to the extent a Borrowing is requested on the Closing Date, (A) copies of warehouse receipts together with all searches necessary endorsements with respect to the CollateralEligible Commodities, and (B) all proper financing statements, duly prepared commodity account control agreements for filing under the Uniform Commercial Code in all jurisdictions that Eligible Hedging Accounts; (d) the Administrative Agent shall have received evidence of insurance insuring the Eligible Commodities and naming the Administrative Agent as lender's loss payee; (e) the Administrative Agent shall have received copies of the Borrower's and each Guarantor's articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary; (f) the Administrative Agent shall have received copies of resolutions of the Borrower's and each Guarantor's Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on the Borrower's and each Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary; (g) the Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (h) the Administrative Agent shall have received a list of the Borrower's Authorized Representatives; (i) each Lender shall have received an upfront fee in an amount equal to 0.10% of such Lender's Commitment; (j) each Lender shall have received such evaluations and certifications as it may deem reasonably necessary require in order to meet satisfy itself as to the Collateral value of the Collateral, the financial condition of the Borrower and Guarantee Requirementthe Guarantors, andand the lack of material contingent liabilities of the Borrower and the Guarantors; (Bk) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been takenreceived financing statement, completed or otherwise provided for tax, and judgment lien search results against the Property of the Borrower and each Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (l) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Guarantor, in a manner reasonably form and substance satisfactory to the Administrative Agent; (ivm) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower, the Finance Subsidiaries, the Performance Guarantor and the Sellers as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as shall have received a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such fully executed Internal Revenue Service Form W‑9 for the Borrower is a party or is to be a party on the Closing Dateand each Guarantor; (vn) one no material adverse change in the business, condition (financial or more opinions from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPotherwise), New York counsel to operations, performance, or Properties of the Borrower and its Affiliates substantially in or any Guarantor shall have occurred since September 30, 2011; (o) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower's standard form of Exhibit Isuch contacts), (ii) an opinion of the internal counsel to the Borrower, substantially which shall be in the form of Exhibit I-2, and (iii) opinions of the local counsels to the Borrower and its Affiliates, substantially in the form of the drafts thereof delivered substance satisfactory to the Administrative Agent; (p) the Administrative Agent prior to shall have received copies of the Closing Date; Credit and Collection Policy, which shall be in each case reasonably form and substance satisfactory to the Funding Agents and their respective counselAdministrative Agent; (viq) a Loan Notice relating to each of the initial Loan. (b) [reserved]; (c) The representations and warranties of set forth herein and in the Borrower contained in Article V of this Agreement or any other Transaction Document Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided, however, that, (i) to the extent that such representations and warranties specifically refer to an earlier date, they shall be remain true and correct in all material respects as of such the Closing Date, except to the extent the same expressly relate to an earlier date; (r) no Default or Event of Default shall have occurred and be continuing or would occur as a result of the consummation of the transaction contemplated by this Agreement; (s) to the extent such secured Indebtedness for Borrowed Money is not permitted hereunder, the Administrative Agent shall have received pay‑off and lien release letters from secured creditors of the Borrower setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for the account of the Borrower) and containing an undertaking to cause to be delivered to the Administrative Agent UCC termination statements and any other lien release instruments necessary to release their Liens on the assets of the Borrower, which pay‑off and lien release letters shall be in form and substance acceptable to the Administrative Agent; (t) the Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced by that certain Credit Agreement dated as of December 2, 2010, as amended, by and among FCStone Financial, Inc. (“FCStone Financial”), the guarantors party thereto, the lenders party thereto and the Administrative Agent has been terminated and all indebtedness, obligations and liabilities of FCStone Financial arising thereunder have been paid in full and the lenders' commitment to extend credit to FCStone Financial has been terminated; (u) the Administrative Agent shall have received (i) unaudited financial statements (including balance sheets and income statements) of the Borrower for the fiscal years of the Borrower ended September 30, 2011 and September 30, 2010; (ii) unaudited financial statements (including balance sheets and income statements) of the Borrower for each of the fiscal quarters of the Borrower ended December 31, 2011 and March 31, 2012; (iii) audited financial statements (including balance sheets, income statements and cash flow statements) of Holdings and its Subsidiaries for the fiscal years of Holdings ended September 30, 2011, September 30, 2010 and September 30, 2009; and (iiiv) any representation unaudited consolidated and warranty that is qualified as consolidating financial statements (including balance sheets, income statements and cash flow statements) of Holdings and its Subsidiaries for each of the fiscal quarters of Holdings ended December 31, 2011 and March 31, 2012, in each case in form and substance satisfactory to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates; (d) The Funding Agents shall have received confirmation that the Borrower, SunGard Financing and the Sellers have established the Lockboxes, Lockbox Accounts and the Collection Account referred to in Schedule C, and the Funding Agents shall otherwise be reasonably satisfied with the arrangements for the collection of Receivables to be purchased by SunGard Financing and the Borrower; (e) [Reserved]; (f) [Reserved] (g) [Reserved] (h) [Reserved]; (i) No Early Amortization Event or Potential Early Amortization Event has occurred and is continuingAdministrative Agent; and (jv) All conditions precedent to the initial Credit Extension (Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as defined in the Senior Credit Agreement) under the Senior Credit Agreement have been satisfied without waiver and, in the event of waiver, subject to the Required Lenders’ approvalAdministrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Intl Fcstone Inc.)