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

Conditions to the Effectiveness of this Agreement. This Agreement shall become effective upon satisfaction of the following conditions: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower, together 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) documents of title together with all necessary endorsements with respect to the Eligible 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 other action has been taken, that the Administrative Agent deems necessary or desirable in order to create, 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 reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the Administrative Agent shall have received financing statement, 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 form and substance satisfactory to the Administrative Agent; (l) 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 otherwise), 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’s standard form of such contacts) as the Administrative Agent may request from time to time, which shall be in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, each of which shall be in form and 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 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 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 result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) all documents, 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 Act, and (ii) 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 transactions contemplated hereby, which in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed to or reviewed by the Administrative Agent prior to the Closing Date, which could reasonably be expected to have had a materially adverse effect on the interests and credit decision of the Administrative Agent; and (v) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Conditions to the Effectiveness of this Agreement. This Agreement shall become effective upon satisfaction of the following conditions: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower, together 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) documents of title warehouse receipts together with all necessary endorsements with respect to the Eligible Commodities included in the 68 748271253 Borrowing Base (to the extent required under the applicable component of the Borrowing Base)Commodities, and (B) all commodity account control agreements for all Eligible Hedging Accounts, and all other action has been taken, that the Administrative Agent deems necessary or desirable in order to create, 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 's loss payablepayee; (e) the Administrative Agent shall have received copies of the Borrower’s 's and each Guarantor’s '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 's and each Guarantor’s '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 's and each Guarantor’s '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) 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 's Authorized Representatives; (i) each Lender and L/C Issuer 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 reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (jk) the Administrative Agent shall have received financing statement, 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; (kl) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Guarantor, in form and substance satisfactory to the Administrative Agent; (lm) 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; (mn) 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 69 748271253 September 30, 2021, that has caused or could reasonably be expected to cause a Material Adverse Effect2009; (no) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower’s 's standard form of such contacts) as the Administrative Agent may request from time to time), which shall be in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, each of which shall be in form and substance satisfactory to the Administrative Agent; (p) the Administrative Agent shall have received copies of the fees required by Credit and Collection Policy, which shall be in form and substance satisfactory to the fee letter referenced in Section 2.1(c) hereofAdministrative Agent; (q) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said timethe Closing Date, except to 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 result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to the Closing Date, showing the computation consummation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) all documents, certificates, and other information requested transaction contemplated by each Lender required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering regulations, including the Act, and (ii) 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 transactions contemplated hereby, which in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed to or reviewed by the Administrative Agent prior to the Closing Date, which could reasonably be expected to have had a materially adverse effect on the interests and credit decision of the Administrative Agentthis Agreement; and (vs) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Conditions to the Effectiveness of this Agreement. This Agreement shall become effective upon satisfaction of the following conditions: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s 's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower, together 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) documents of title warehouse receipts together with all necessary endorsements with respect to the Eligible Commodities included in the 68 748271253 Borrowing Base (to the extent required under the applicable component of the Borrowing Base)Commodities, and (B) all commodity account control agreements for all Eligible Hedging Accounts, and all other action has been taken, that the Administrative Agent deems necessary or desirable in order to create, 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 's loss payablepayee; (e) the Administrative Agent shall have received copies of the Borrower’s 's and each Guarantor’s '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 's and each Guarantor’s '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 's and each Guarantor’s '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) 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 's Authorized Representatives; (i) each Lender and L/C Issuer 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 reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (jk) the Administrative Agent shall have received financing statement, 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; (kl) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Guarantor, in form and substance satisfactory to the Administrative Agent; (lm) 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 W‑9 for the Borrower and each Guarantor; (mn) 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 69 748271253 September 30, 2021, that has caused or could reasonably be expected to cause a Material Adverse Effect2011; (no) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower’s 's standard form of such contacts) as the Administrative Agent may request from time to time), which shall be in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, each of which shall be in form and substance satisfactory to the Administrative Agent; (p) the Administrative Agent shall have received copies of the fees required by Credit and Collection Policy, which shall be in form and substance satisfactory to the fee letter referenced in Section 2.1(c) hereofAdministrative Agent; (q) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said timethe Closing Date, except to 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 result of such Credit Eventthe 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 a Borrowing Base Certificate evidence satisfactory to it that the credit facility evidenced by that certain Credit Agreement dated no more than five as of December 2, 2010, as amended, by and among FCStone Financial, Inc. (5) Business Days prior to “FCStone Financial”), the Closing Dateguarantors party thereto, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to lenders party thereto and the Administrative Agent has been terminated and each Lender at least five (5) days prior all indebtedness, obligations and liabilities of FCStone Financial arising thereunder have been paid in full and the lenders' commitment to the Closing Date (i) all documents, 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 Act, and (ii) a Beneficial Ownership Certificationextend credit to FCStone Financial has been terminated; (u) the Administrative Agent shall not have become aware received (i) unaudited financial statements (including balance sheets and income statements) of any information or other matter affecting any Loan Party or the transactions contemplated herebyBorrower for the fiscal years of the Borrower ended September 30, which in 2011 and September 30, 2010; (ii) unaudited financial statements (including balance sheets and income statements) of the Administrative Agent’s judgment is inconsistentBorrower 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 (iv) unaudited consolidated and 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 a material adverse manner, with any such information or other matter disclosed each case in form and substance satisfactory to or reviewed by the Administrative Agent prior to the Closing Date, which could reasonably be expected to have had a materially adverse effect on the interests and credit decision of the Administrative Agent; and (v) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Conditions to the Effectiveness of this Agreement. This Agreement shall become effective upon satisfaction As of the Effective Date, each of the following conditionsconditions have been satisfied: (a) a. each Borrower and the Guarantor has executed and delivered counterparts of this Agreement to the Administrative Agent; b. the Borrower has delivered such documents and certificates as the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, and the Lenders; (b) if or its counsel has requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower, together with (i) UCC financing statements to be filed against the Borrower, as debtor, in favor of the Administrative Agent, as secured party and (ii) relating to the extent a Borrowing is requested on the Closing Date, (A) documents authorization of title together with all necessary endorsements with respect to the Eligible 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 other action has been taken, that the Administrative Agent deems necessary or desirable in order to create, 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 Borrower of this Agreement and the any other Loan Documents legal matters relating 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 behalfBorrower or this Agreement, 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 reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the Administrative Agent shall have received financing statement, 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 form and substance satisfactory to the Administrative AgentAgent and its counsel; (l) to c. 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 Guarantor has delivered such documents and each Guarantor; (m) no change in the business, condition (financial or otherwise), 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’s standard form of such contacts) certificates as the Administrative Agent may request from time or its counsel has requested relating to timethe authorization of the Guarantor ny-1974739 of this Agreement and the guaranties referred to in subsection (d) below, which shall be and any other legal matters relating to the Guarantor or such guaranties or this Agreement, all in form and substance satisfactory to the Administrative AgentAgent and its counsel; (o) d. the Guarantor has duly executed and delivered to the Administrative Agent shall have received copies 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 Credit principal amount of the Loan in an amount not less than $50,000,000.00; f. the Borrower has paid to Administrative Agent and Collection Policy 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 Administrative 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 Market Risk PolicyBorrower has paid all premiums, each fees and endorsement costs associated with, an ALTA Lender’s Policy of which shall be Title Insurance in form and substance satisfactory to the Administrative Agent; (p) the Administrative Agent shall have received the fees required issued by the fee letter referenced in Section 2.1(c) hereof; (q) each of the representations and warranties set forth herein and Title Company in the other Loan Documents shall be amount of $300,000,000.00 insuring the Amended and remain true and correct as of said time, except to 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 Restated Mortgage as a result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) all documents, 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 Act, and (ii) 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 transactions contemplated hereby, which in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed to or reviewed by the Administrative Agent prior to the Closing Date, which could reasonably be expected to have had a materially adverse effect first priority lien on the interests Project, containing such endorsements and credit decision of the Administrative Agent; and (v) the Administrative Agent shall have received affirmative insurance and with such other agreements, instruments, documents, certificates, co-insurance and opinions re-insurance as the Administrative Agent may reasonably requestrequires, excepting only such items as reasonably acceptable to the Administrative Agent.

Conditions to the Effectiveness of this Agreement. This Agreement shall become effective upon satisfaction of the following conditions: (a) the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower, together 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) documents of title together with all necessary endorsements with respect to the Eligible Commodities included in the 68 748271253 Borrowing Base (to the extent required under the applicable component of the Borrowing Base)Commodities, and (B) all commodity account control agreements for all Eligible Hedging Accounts, and all other action has been taken, that the Administrative Agent deems necessary or desirable in order to create, 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 payablepayee; (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) 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 reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the Administrative Agent shall have received financing statement, 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 form and substance satisfactory to the Administrative Agent; (l) 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 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 69 748271253 September 30, 2021, that has caused or could reasonably be expected to cause a Material Adverse Effect2015; (n) the Administrative Agent shall have received copies of all Material Contracts (or the Borrower’s standard form of such contacts) as the Administrative Agent may request from time to time), which shall be in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, each of 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 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; (q) the Administrative Agent shall have received the fees required by the fee letter referenced in Section 2.1(c) hereof; (q) each of 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 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 result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) all documents, 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 Act, and (ii) 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 transactions contemplated hereby, which in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed to or reviewed by the Administrative Agent prior to the Closing Date, which could reasonably be expected to have had a materially adverse effect on the interests and credit decision of the Administrative Agent; and (vr) the Administrative Agent shall have received such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Conditions to the Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective upon is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditionsconditions 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 shall have received this Agreement duly 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, Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Guarantors, and the LendersClosing Date; (biii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement set forth on Schedule B, duly executed by the Borrower, together 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, with: (A) documents copies of title together with all necessary endorsements searches with respect to the Eligible 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 AccountsCollateral, and all other action has been takenproper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent deems and the Insurer may deem reasonably necessary or desirable in order to createmeet the Collateral and Guarantee Requirement, in favor of and (B) evidence that all other actions, recordings and filings that the Administrative Agent on behalf of and the secured parties, a perfected first-priority Lien on Insurer may deem reasonably necessary to satisfy the Collateral described and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Security Agreement, subject to no other than Liens permitted by Section 8.8 hereofAdministrative Agent and the Insurer; (div) 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 shall have received evidence and the Insurer may reasonably require evidencing the identity, authority and capacity of insurance insuring the Eligible Commodities and naming the Administrative Agent each Responsible Officer thereof authorized to act 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 a Responsible Officer 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 connection with this Agreement and the other Loan Transaction Documents to which it such the Borrower is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized or is to execute such documents be a party on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant SecretaryClosing Date; (gv) 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) one or more opinions 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 reasonably require in order to satisfy itself as to the value of the CollateralXxxxxxx Xxxxxxx & Xxxxxxxx LLP, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the Administrative Agent shall have received financing statement, 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 New York counsel to the Borrower and each Guarantorits Affiliates substantially in the form of Exhibit I, in form and substance satisfactory (ii) an opinion of the internal counsel to the Administrative Agent; Borrower, substantially in the form of Exhibit I-2, and (liii) opinions of the local counsels 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 its Affiliates, substantially in the business, condition (financial or otherwise), operations, performance, or Properties form 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’s standard form of such contacts) as the Administrative Agent may request from time to time, which shall be in form and substance satisfactory to the Administrative Agent; (o) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, each of which shall be in form and 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 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 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 result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have drafts thereof delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) all documents, 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 Act, and (ii) 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 transactions contemplated hereby, which in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed to or reviewed by the Administrative Agent prior to the Closing Date; in each case reasonably satisfactory to the Funding Agents, which could the Insurer, 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 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 expected purchased by SunGard Financing and the Borrower; (e) [reserved]; (f) The Insurer shall have received evidence to its satisfaction that at least the Minimum Shadow Ratings have had a materially adverse effect been attained on the interests and credit decision Closing Date; (g) The Policy shall have been delivered by the Insurer to the Administrative Agent on behalf of the Administrative Agentinsured parties thereunder and shall be in full force and effect. (h) 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 (vj) All conditions precedent to the Administrative Agent shall initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have received such other agreementsbeen satisfied without waiver and, instrumentsin the event of waiver, documents, certificates, and opinions as subject to the Administrative Agent may reasonably requestControlling Party’s approval.

Conditions to the Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective upon is subject to satisfaction on or prior to the Closing Date of the conditions precedent set forth on Schedule B hereto, and the following conditionsconditions 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 shall have received this Agreement duly and its legal counsel: (i) executed counterparts of the Transaction Documents listed on Schedule B hereto; (ii) a Note executed by the Borrower, Borrower in favor of each Lender that has requested a Note at one Business Day in advance of the Guarantors, and the LendersClosing Date; (biii) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement set forth on Schedule B, duly executed by the Borrower, together 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, with: (A) documents copies of title together with all necessary endorsements searches with respect to the Eligible 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 AccountsCollateral, and all other action has been takenproper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent deems may deem reasonably necessary or desirable in order to createmeet the Collateral and Guarantee Requirement, in favor of and (B) evidence that all other actions, recordings and filings that the Administrative Agent on behalf of the secured parties, a perfected first-priority Lien on may deem reasonably necessary to satisfy the Collateral described in the Security Agreement, subject to no other than Liens permitted by Section 8.8 hereof; (d) the Administrative Agent and Guarantee Requirement 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 (been taken, completed or comparable organizational documents) and any amendments thereto, certified otherwise provided for 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 manner reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the Administrative Agent shall have received financing statement, 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 form and substance satisfactory to the Administrative Agent; (liv) to such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the extent not on file with the Administrative AgentBorrower, the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for Finance Subsidiaries, the Borrower Performance Guarantor and each Guarantor; (m) no change in the business, condition (financial or otherwise), 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’s standard form of such contacts) Sellers as the Administrative Agent may request from time reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to time, act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which shall such the Borrower is a party or is to be in form and substance satisfactory to a party on the Administrative AgentClosing Date; (ov) the Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policy, each of which shall be in form and 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 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 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 one or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than five (5) Business Days prior to the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date opinions from (i) all documentsXxxxxxx Xxxxxxx & Xxxxxxxx LLP, certificatesNew York counsel to the Borrower and its Affiliates substantially in the form of Exhibit I, and other information requested by each Lender required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering regulations(ii) an opinion of the internal counsel to the Borrower, including substantially in the Actform of Exhibit I-2, and (iiiii) a Beneficial Ownership Certification; (u) opinions of the Administrative Agent shall not have become aware of any information or other matter affecting any Loan Party or local counsels to the transactions contemplated herebyBorrower and its Affiliates, which substantially in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed form of the drafts thereof delivered to or reviewed by the Administrative Agent prior to the Closing Date, which could ; in each case reasonably be expected satisfactory to have had the Funding Agents and their respective counsel; (vi) a materially adverse effect on Loan Notice relating to the interests initial Loan. (b) [reserved]; (c) The representations and credit decision warranties of the Administrative AgentBorrower 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 (vj) All conditions precedent to the Administrative Agent shall initial Credit Extension (as defined in the Senior Credit Agreement) under the Senior Credit Agreement have received such other agreementsbeen satisfied without waiver and, instrumentsin the event of waiver, documents, certificates, and opinions as subject to the Administrative Agent may reasonably requestRequired Lenders’ approval.

Conditions to the Effectiveness of this Agreement. This 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 upon satisfaction until the date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 12.02): (a) the 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 duly executed by the Borrower, the Guarantors, and the Lenders;signed on behalf of such party (b) if requested by any LenderThe 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 Administrative Agent). (c) The Administrative Agent shall have received for such Lender such Lender’s duly executed Notes a certificate of the Secretary or an Assistant Secretary of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.8 hereof; (c) the Administrative Agent shall have received the Security Agreement duly executed by the Borrower, together with each Guarantor setting forth (i) UCC financing statements to be filed against the Borrower, as debtor, in favor resolutions of the Administrative Agent, as secured party and (ii) to the extent a Borrowing is requested on the Closing Date, (A) documents its board of title together with all necessary endorsements directors with respect to the Eligible Commodities included in the 68 748271253 Borrowing Base (to the extent required under the applicable component authorization of the Borrowing Base), Borrower or such Guarantor to execute and (B) all commodity account control agreements for all Eligible Hedging Accounts, and all other action has been taken, that deliver the Administrative Agent deems necessary or desirable in order to create, 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 to enter into the transactions contemplated hereby 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 thereby(z) who will, together 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 persons authorized 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 execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary;contrary. (gd) the The Administrative Agent shall have received copies certificates of the certificates 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 for (or the equivalent) of 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;Guarantor. (he) the The Administrative Agent shall have received a list compliance certificate which shall be substantially in the form of Exhibit D, duly and properly executed by a Responsible Officer and dated as of the Borrower’s Authorized Representatives;Closing Date. (if) each Lender and L/C Issuer shall have received such evaluations and certifications as it may reasonably require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and the Guarantors, and the lack of material contingent liabilities of the Borrower and the Guarantors; (j) the The Administrative Agent shall have received financing statementfrom each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, taxincluding 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 judgment lien search results against have whatever priority such Liens have at such time under applicable law) on at least 85% of the Property 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 each Guarantor evidencing substance reasonably satisfactory to the absence Administrative Agent and setting forth the status of Liens on its Property except as permitted title to at least 85% of the Mortgaged Properties necessary to satisfy the Collateral Coverage Requirement. (j) The Administrative Agent shall have received a certificate of a Responsible Officer certifying that the Credit Parties have received all consents and approvals required by Section 8.8 hereof;7.03. (k) the The Administrative Agent shall have received the favorable written opinion of counsel financial statements referred to in Section 7.04(a) and the Borrower and each Guarantor, in form and substance satisfactory to the Administrative Agent;Initial Reserve Report accompanied by a Reserve Report Certificate. (l) to the extent not on file with the Administrative Agent, the The Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Parent Guarantor and the Credit Parties for each of the Borrower following jurisdictions: Delaware, Colorado and each Guarantor;any other jurisdiction reasonably 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. (m) no change in the business, condition (financial or otherwise), 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 The Administrative Agent shall have received copies of all Material Contracts (or the Borrower’s standard form of such contacts) other documents as the Administrative Agent may request from time to timeAgent, which shall be in form and substance satisfactory special counsel to the Administrative Agent or the Majority Lenders (through the Administrative Agent;) may reasonably request. (on) the The Administrative Agent shall have received copies of the Credit and Collection Policy and the Market Risk Policyreceived, each of which shall be in form and 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 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 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 result of such Credit Event; (s) the Administrative Agent shall have received a Borrowing Base Certificate dated no more than at least five (5) Business Days days prior to the Closing Date, showing the computation of the Borrowing Base in reasonable detail; (t) the Borrower shall have delivered to the Administrative Agent and each Lender at least five (5) days prior to the Closing Date (i) all documents, certificates, documentation and other information regarding the Borrower requested by each Lender required by bank regulatory authorities under in connection with applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) a Beneficial Ownership Certification; (u) to the Administrative Agent shall not have become aware extent requested in writing of any information or other matter affecting any Loan Party or the transactions contemplated hereby, which in the Administrative Agent’s judgment is inconsistent, in a material adverse manner, with any such information or other matter disclosed to or reviewed by the Administrative Agent Borrower at least 10 days prior to the Closing Date. Notwithstanding the foregoing, which could reasonably be expected to have had a materially adverse effect on the interests and credit decision obligations of the Administrative Agent; and 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 (vor waived pursuant to Section 12.02) at or prior to 2:00 p.m., New York City time, on April 13, 2018 (or such other date as the Arrangers, the Administrative Agent and the Borrower agree in writing) and, in the event such conditions are not so satisfied or waived, the Commitments shall have received terminate at such other agreements, instruments, documents, certificatestime. The Administrative Agent shall notify the Borrower and the Lenders promptly of the occurrence of the Closing Date, and opinions as the Administrative Agent may reasonably requestsuch notice shall be conclusive and binding.