Each Advance. No Bank shall be required to make any Advance (including the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to the Advance and the contemplated use of the proceeds thereof: (a) There exists no Default or Unmatured Default. (b) The representations and warranties contained in Article VI (other than Section 6.5 and 6.10 (as it relates to clause (a)) are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such Borrowing Date, except for representations and warranties that relate to a specific date, in which case as of such date. (c) An Advance Request with respect to such Advance shall have been delivered to the Administrative Agent in accordance with Section 3.1. (d) A Collateral Notice with respect to such Advance shall have been delivered to the Collateral Agent and the Collateral Monitoring Agent in accordance with Section 3.1. (e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Agent, the Collateral Monitoring Agent, the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate parties required by the Administrative Agent or the Collateral Agent. (f) To the extent any Gold Bullion is included in the Collateral Pool relating to such Advance, a copy of the applicable Bullion Security Agreement relating to such Advance, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Monitoring Agent and the Collateral Agent. (g) To the extent any Gold Warrants are included in the Collateral Pool relating to such Advance, UCC and PPSA financing statements which, to the extent required for perfection purposes or otherwise reasonably requested by any Agent, describe such Gold Warrants and the gold they represent, shall have been filed and copies of all other, Gold Warrant Collateral Documents applicable to each such Gold Warrant shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors or, where applicable, filed with applicable Governmental Authorities or other Persons. (h) To the extent any Clearing Member Collateral Securities Account, Clearing Member Customer Collateral Account, Company Securities Account or any other Collateral not referenced in clauses (e) through (g) above is included in the Collateral Pool relating to such Advance, a copy of the applicable Control Agreement (or in the case of any Clearing Member FX Account, the applicable FX Security Agreement), shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the applicable Custodian, the Collateral Monitoring Agent and the Collateral Agent. (i) To the extent not previously provided under Section 5.1(c)(vii) or this Section 5.2(i), a written opinion(s) of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (upon which the Administrative Agent, the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent relating to the applicable agreements delivered pursuant to clauses (e), (f), (g) or (h) above shall have been delivered to the Administrative Agent. (j) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder, after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the Applicable Alternative Currency Sublimit for such Alternative Currency, and (iv) all Loans disbursed to the Company hereunder, after giving effect to such Loans, if any, to be made on such Borrowing Date, does not exceed the Borrowing Base as of such date,. (k) In the case of a Revolving Loan to be denominated in an Alternative Currency under an Applicable Tranche, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Applicable Banks would make it impracticable for such Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency. (l) To the extent the Collateral included in the Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1, to the extent not previously delivered, shall have been delivered by the Company to the Administrative Agent, and shall have been received by each Bank. The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and warranty by the Company that the conditions contained in Sections 5.2(a) and (b) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Each Advance. No Bank shall be required to make any Advance (including the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to the Advance and the contemplated use of the proceeds thereof:
(a) There exists no Default or Unmatured Default.
(b) The representations and warranties contained in Article VI (other than Section 6.5 and 6.10 (as it relates to clause (a)) are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such Borrowing Date, except for representations and warranties that relate to a specific date, in which case as of such date.
(c) An Advance Request with respect to such Advance shall have been delivered to the Administrative Agent in accordance with Section 3.1.
(d) A Collateral Notice with respect to such Advance shall have been delivered to the Collateral Agent and the Collateral Monitoring Agent in accordance with Section 3.1.
(e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Agent, the Collateral Monitoring Agent, the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate parties required by the Administrative Agent or the Collateral Agent.
(f) To the extent any Gold Bullion is included in the Collateral Pool relating to such Advance, a copy of the applicable Bullion Security Agreement relating to such Advance, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Monitoring Agent and the Collateral Agent.
(g) To the extent any Gold Warrants are included in the Collateral Pool relating to such Advance, UCC and PPSA financing statements which, to the extent required for perfection purposes or otherwise reasonably requested by any Agent, describe such Gold Warrants and the gold they represent, shall have been filed and copies of all other, Gold Warrant Collateral Documents applicable to each such Gold Warrant shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors or, where applicable, filed with applicable Governmental Authorities or other Persons.
(h) To the extent any Clearing Member Collateral Securities Account, Clearing Member Customer Collateral Account, Company Securities Account, Clearing Member Customer Gold Warrant Advance Deposit Account or any other Collateral not referenced in clauses (e) through (g) above is included in the Collateral Pool relating to such Advance, a copy of the applicable Control Agreement (or in the case of any Clearing Member FX Account, the applicable FX Security Agreement), shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the applicable Custodian, the Collateral Monitoring Agent and the Collateral Agent.
(i) To the extent not previously provided under Section 5.1(c)(vii) or this Section 5.2(i), a written opinion(s) of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (upon which the Administrative Agent, the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent relating to the applicable agreements delivered pursuant to clauses (e), (f), (g) or (h) above shall have been delivered to the Administrative Agent.
(j) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder, after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the Applicable Alternative Currency Sublimit for such Alternative Currency, and (iv) all Loans disbursed to the Company hereunder, after giving effect to such Loans, if any, to be made on such Borrowing Date, does not exceed the Borrowing Base as of such date,.
(k) In the case of a Revolving Loan to be denominated in an Alternative Currency under an Applicable Tranche, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Applicable Banks would make it impracticable for such Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency.
(l) To the extent the Collateral included in the Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1, to the extent not previously delivered, shall have been delivered by the Company to the Administrative Agent, and shall have been received by each Bank.
(m) To the extent any Clearing Member Customer Gold Warrant Advance Deposit Account or Clearing Member Customer Gold Warrant Advance Deposit Account Collateral is included in the Collateral Pool relating to such Advance, the Company shall have delivered evidence reasonably acceptable to the Administrative Agent that the Company has taken the actions, and received any consents, required under the Rules and the rules of the Commodity Futures Trading Commission to permit it to accept Clearing Member Customer Gold Warrants as collateral under the Company’s collateral eligibility guidelines. The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and warranty by the Company that the conditions contained in Sections 5.2(a) and (b) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Each Advance. No Bank shall be required to make any Advance (including the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to the Advance and the contemplated use of the proceeds thereof:
(a) There exists no Default or Unmatured Default.
(b) The representations and warranties contained in Article VI (other than Section 6.5 and 6.10 (as it relates to clause (a))) are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such Borrowing Date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date.
(c) An Advance Request with respect to such Advance shall have been delivered to the Administrative Agent in accordance with Section 3.1.
(d) A Collateral Notice with respect to such Advance shall have been delivered to the Collateral Agent and the Collateral Monitoring Agent in accordance with Section 3.1.
(e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Agent, the Collateral Monitoring Agent, the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate parties required by the Administrative Agent or the Collateral Agent, and the Collateral Agent.
(f) To the extent any Gold Bullion is Citibank Securities Account shall be included in the Collateral Pool relating to such Advance, a copy of the Citibank Securities Account Control Agreement applicable Bullion Security Agreement to each such Citibank Securities Account shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Citibank Securities Intermediary and the Collateral Agent.
(g) To the extent any JPMorgan Securities Account shall be included in the Collateral Pool relating to such Advance, a copy of the JPMorgan Securities Accounts Control Agreement, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Monitoring Agent JPMorgan Securities Intermediary and the Collateral Agent.
(gh) To the extent any Gold Warrants are DB Securities Account shall be included in the Collateral Pool relating to such Advance, UCC and PPSA financing statements which, to a copy of the extent required for perfection purposes or otherwise reasonably requested by any Agent, describe such Gold Warrants and the gold they representDB Securities Account Control Agreement, shall have been filed duly executed and copies delivered to the Administrative Agent by the applicable Grantors, the DB Securities Intermediary and the Collateral Agent.
(i) To the extent any Gold Bullion is included in the Collateral Pool, a copy of all otherthe applicable Bullion Security Agreement relating to such advance, Gold Warrant Collateral Documents applicable to each such Gold Warrant shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors or, where applicable, filed with applicable Governmental Authorities or other Personsand the Collateral Agent.
(hj) To the extent any Clearing Member Collateral Securities Account, Clearing Member Customer Collateral Account, Company BNY Mellon Securities Account or is included in the Collateral Pool relating to such Advance, a copy of the BNY Mellon Securities Account Control Agreement, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the BNY Mellon Securities Intermediary and the Collateral Agent.
(k) To the extent any other additional Collateral not referenced in clauses (e) through (gj) above is included in the Collateral Pool relating to such Advance, a copy of the applicable Control Agreement (or in the case of any Clearing Member FX Account, the applicable FX Security Agreement), shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the applicable Custodian, the Collateral Monitoring Agent Custodian and the Collateral Agent.
(il) To the extent not previously provided under Section 5.1(c)(vii) or this Section 5.2(i5.2(l), a written opinion(s) of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or upon which the Administrative Agent, the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent relating to the applicable agreements delivered pursuant to clauses (e), (f), (g), (h), (i), (j) or (hk) above shall have been delivered to the Administrative Agent.
(jm) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder, after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the Applicable Alternative Currency Sublimit for such Alternative Currency, and (iv) all Clearing Fund Pool Loans for the applicable Clearing Business disbursed to the Company hereunder, after giving effect to such Clearing Fund Pool Loans, if any, to be made on such Borrowing Date (and any concurrent redesignation pursuant to Section 2.13), does not exceed the applicable Clearing Fund Borrowing Base as of such date, and (v) all Company Pool Loans disbursed to the Company hereunder, after giving effect to such the Company Pool Loans, if any, to be made on such Borrowing DateDate (and any concurrent redesignation pursuant to Section 2.13), does not exceed the Company Borrowing Base as of such date,Base.
(kn) In the case of a Revolving Loan to be denominated in an Alternative Currency under an Applicable Tranche, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Applicable Banks would make it impracticable for such Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency.
(lo) To the extent the Collateral included in the any Clearing Fund Collateral Pool or Company Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1, to the extent not previously delivered, U-1 shall have been delivered by the Company to the Administrative Agent, and shall have been received by each Bank. The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and warranty by the Company that the conditions contained in Sections 5.2(a) and (b) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Each Advance. No Bank shall be required to make any Advance (including the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to the Advance and the contemplated use of the proceeds thereof:
(a) There exists no Default or Unmatured Default.
(b) The representations and warranties contained in Article VI (other than Section 6.5 and 6.10 (as it relates to clause (a)) are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such Borrowing Date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date.
(c) An Advance Request with respect to such Advance shall have been delivered to the Administrative Agent in accordance with Section 3.1.
(d) A Collateral Notice with respect to such Advance shall have been delivered to the Collateral Agent and the Collateral Monitoring Agent in accordance with Section 3.1.
(e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Agent, the Collateral Monitoring Agent, the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate parties required by the Administrative Agent or the Collateral Agent, and the Collateral Agent.
(f) To the extent any Gold Bullion is included in the Collateral Pool relating to such AdvancePool, a copy of the applicable Bullion Security Agreement relating to such Advanceadvance, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Monitoring Agent Grantors and the Collateral Agent.
(g) To the extent any Gold Warrants are included in the Collateral Pool relating to such Advance, UCC and PPSA financing statements which, to the extent required for perfection purposes or otherwise reasonably requested by any Agent, describe such Gold Warrants and the gold they represent, shall have been filed and copies of all other, Gold Warrant Collateral Documents applicable to each such Gold Warrant shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors or, where applicable, filed with applicable Governmental Authorities or other Persons.
(h) To the extent any Clearing Member Collateral Securities Account, Clearing Member Customer Collateral Account, Company Securities Account or any other Collateral not referenced in clauses (e) through (gf) above is included in the Collateral Pool relating to such Advance, a copy of the applicable Control Agreement (or in the case of any Clearing Member FX Account, the applicable FX Security Agreement), shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the applicable Custodian, the Collateral Monitoring Agent Custodian and the Collateral Agent.
(ih) To the extent not previously provided under Section 5.1(c)(vii) or this Section 5.2(i5.2(h), a written opinion(s) of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or upon which the Administrative Agent, the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent relating to the applicable agreements delivered pursuant to clauses (e), (f), (g) or (hg) above shall have been delivered to the Administrative Agent.
(ji) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder, after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the Applicable Alternative Currency Sublimit for such Alternative Currency, and (iv) all Clearing Fund Pool Loans for the applicable Clearing Business disbursed to the Company hereunder, after giving effect to such Clearing Fund Pool Loans, if any, to be made on such Borrowing Date (and any concurrent redesignation pursuant to Section 2.13), does not exceed the applicable Clearing Fund Borrowing Base as of such date, and (v) all Company Pool Loans disbursed to the Company hereunder, after giving effect to such the Company Pool Loans, if any, to be made on such Borrowing DateDate (and any concurrent redesignation pursuant to Section 2.13), does not exceed the Company Borrowing Base as of such date,Base.
(kj) In the case of a Revolving Loan to be denominated in an Alternative Currency under an Applicable Tranche, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Applicable Banks would make it impracticable for such Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency.
(lk) To the extent the Collateral included in the any Clearing Fund Collateral Pool or Company Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1, to the extent not previously delivered, U-1 shall have been delivered by the Company to the Administrative Agent, and shall have been received by each Bank. The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and warranty by the Company that the conditions contained in Sections 5.2(a) and (b) have been satisfied.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Each Advance. No Bank shall be required to make any Advance (including the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to the Advance and the contemplated use of the proceeds thereof:
(a) There exists no Default or Unmatured Default.
(b) The representations and warranties contained in Article VI (other than Section 6.5 and 6.10 (as it relates to clause (a))) are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such Borrowing Date, except for representations and warranties that relate to a specific date, in which case as of such date.
(c) An Advance Request with respect to such Advance shall have been delivered to the Administrative Agent in accordance with Section 3.1.
(d) A Collateral Notice with respect to such Advance shall have been delivered to the Collateral Agent and the Collateral Monitoring Agent in accordance with Section 3.1.
(e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Agent, the Collateral Monitoring Agent, the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate parties required by the Administrative Agent or the Collateral Agent.
(f) To the extent any Gold Bullion is included in the Collateral Pool relating to such Advance, a copy of the applicable Bullion Security Agreement relating to such Advance, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Monitoring Agent and the Collateral Agent.
(g) To the extent any Gold Warrants are included in the Collateral Pool relating to such Advance, UCC and PPSA financing statements which, to the extent required for perfection purposes or otherwise reasonably requested by any Agent, describe such Gold Warrants and the gold they represent, shall have been filed and copies of all other, Gold Warrant Collateral Documents applicable to each such Gold Warrant shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors or, where applicable, filed with applicable Governmental Authorities or other Persons.
(h) To the extent any Clearing Member Collateral Securities Account, Clearing Member Customer Collateral Account, Company Securities Account, Clearing Member Customer Gold Warrant Advance Deposit Account or any other Collateral not referenced in clauses (e) through (g) above is included in the Collateral Pool relating to such Advance, a copy of the applicable Control Agreement (or in the case of any Clearing Member FX Account, the applicable FX Security Agreement), shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the applicable Custodian, the Collateral Monitoring Agent and the Collateral Agent.
(i) To the extent not previously provided under Section 5.1(c)(vii) or this Section 5.2(i), a written opinion(s) of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (upon which the Administrative Agent, the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent relating to the applicable agreements delivered pursuant to clauses (e), (f), (g) or (h) above shall have been delivered to the Administrative Agent.
(j) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder, after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the Applicable Alternative Currency Sublimit for such Alternative Currency, and (iv) all Loans disbursed to the Company hereunder, after giving effect to such Loans, if any, to be made on such Borrowing Date, does not exceed the Borrowing Base as of such date,.
(k) In the case of a Revolving Loan to be denominated in an Alternative Currency under an Applicable Tranche, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Applicable Banks would make it impracticable for such Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency.
(l) To the extent the Collateral included in the Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1, to the extent not previously delivered, shall have been delivered by the Company to the Administrative Agent, and shall have been received by each Bank.
(m) To the extent any Clearing Member Customer Gold Warrant Advance Deposit Account or Clearing Member Customer Gold Warrant Advance Deposit Account Collateral is included in the Collateral Pool relating to such Advance, the Company shall have delivered evidence reasonably acceptable to the Administrative Agent that the Company has taken the actions, and received any consents, required under the Rules and the rules of the Commodity Futures Trading Commission to permit it to accept Clearing Member Customer Gold Warrants as collateral under the Company’s collateral eligibility guidelines. The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and warranty by the Company that the conditions contained in Sections 5.2(a) and (b) have been satisfied.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)
Each Advance. No Bank shall be required to make any Advance (including the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to the Advance and the contemplated use of the proceeds thereof:
(a) There exists no Default or Unmatured Default.
(b) The representations and warranties contained in Article VI (other than Section 6.5 and 6.10 (as it relates to clause (a)) are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such Borrowing Date, except for representations and warranties that relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date.
(c) An Advance Request with respect to such Advance shall have been delivered to the Administrative Agent in accordance with Section 3.1.
(d) A Collateral Notice with respect to such Advance shall have been delivered to the Collateral Agent and the Collateral Monitoring Agent in accordance with Section 3.1.
(e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Agent, the Collateral Monitoring Agent, the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate parties required by the Administrative Agent or the Collateral Agent, the Collateral Monitoring Agent and the Collateral Agent.
(f) To the extent any Gold Bullion is included in the Collateral Pool relating to such AdvancePool, a copy of the applicable Bullion Security Agreement relating to such Advanceadvance, shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the Collateral Monitoring Agent and the Collateral Agent.
(g) To the extent any Gold Warrants are included in the Collateral Pool relating to such Advance, UCC and PPSA financing statements which, to the extent required for perfection purposes or otherwise reasonably requested by any Agent, describe such Gold Warrants and the gold they represent, shall have been filed and copies of all other, Gold Warrant Collateral Documents applicable to each such Gold Warrant shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors or, where applicable, filed with applicable Governmental Authorities or other Persons.
(h) To the extent any Clearing Member Collateral Securities Account, Clearing Member Customer Collateral Account, Company Securities Account or any other Collateral not referenced in clauses (e) through (gf) above is included in the Collateral Pool relating to such Advance, a copy of the applicable Control Agreement (or in the case of any JPMorgan Clearing Member FX Account, the applicable JPMorgan FX Security Agreement), shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors, the applicable Custodian, the Collateral Monitoring Agent and the Collateral Agent.
(ih) To the extent not previously provided under Section 5.1(c)(vii) or this Section 5.2(i5.2(h), a written opinion(s) of the Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (upon which the Administrative Agent, the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent relating to the applicable agreements delivered pursuant to clauses (e), (f), (g) or (hg) above shall have been delivered to the Administrative Agent.
(ji) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder, after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the Applicable Alternative Currency Sublimit for such Alternative Currency, and (iv) all Clearing Fund Pool Loans disbursed to the Company hereunder, after giving effect to such Clearing 57 Fund Pool Loans, if any, to be made on such Borrowing Date, does not exceed the Clearing Fund Borrowing Base as of such date,, and (v) all GFX Loans disbursed to the Company hereunder, after giving effect to the GFX Loans, if any, to be made on such Borrowing Date, does not exceed the GFX Borrowing Base as of such date.
(kj) In the case of a Revolving Loan to be denominated in an Alternative Currency under an Applicable Tranche, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Required Applicable Banks would make it impracticable for such Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency.
(lk) To the extent the Collateral included in the any Clearing Fund Collateral Pool or GFX Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1, to the extent not previously delivered, U-1 shall have been delivered by the Company to the Administrative Agent, and shall have been received by each Bank. The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and warranty by the Company that the conditions contained in Sections 5.2(a) and (b) have been satisfied.
Appears in 1 contract
Samples: Credit Agreement (Cme Group Inc.)