First Data 2007 Annual Report Download - page 320

6.6. Closing Certificates. The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date,
substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.
6.7. Authorization of Proceedings of Each Credit Party. The Administrative Agent shall have received a copy of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the board of directors or other managers of each Credit Party (or a duly authorized committee thereof)
authorizing (a) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the
case of the Borrower, the extensions of credit contemplated hereunder.
6.8. Fees. The Agents shall have received the fees in the amounts previously agreed in writing by the Agents to be received on the Original
Closing Date and all expenses (including the reasonable fees, disbursements and other charges of counsel) payable by the Credit Parties for which invoices
have been presented prior to the Original Closing Date shall have been paid.
6.9. Representations and Warranties. On the Original Closing Date, the representations and warranties made by the Credit Parties in
Section 8.1(a), Section 8.2, Section 8.5 and Section 8.7, as they relate to the Credit Parties at such time, shall be true and correct in all material respects.
6.10. Solvency Certificate. On the Original Closing Date, the Administrative Agent shall have received a certificate from an Authorized Officer
of the Borrower to the effect that after giving effect to the consummation of the Transactions, the Borrower on a consolidated basis with its Subsidiaries is
Solvent.
6.11. Merger. Concurrently with the initial Credit Event hereunder, the Merger shall have been consummated in accordance with the terms of the
Acquisition Agreement (or the Lead Arrangers shall be reasonably satisfied with the arrangements in place for the consummation of the Merger reasonably
promptly after the initial Credit Event hereunder and shall have received confirmation from representatives of the Borrower that such actions shall be taken
promptly after the initial Credit Event hereunder), without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders
(including, without limitation, the definition of, and representations, warranties and conditions relating to the absence of any, "Material Adverse Change" or
Material Adverse Effect on the Company" therein) without the reasonable consent of the Joint Lead Arrangers and Bookrunners.
6.12. Patriot Act. The Joint Lead Arrangers and Bookrunners shall have received such documentation and information as is reasonably requested
in writing at least 10 days prior to the Original Closing Date by the Administrative Agent about the Borrower and the Guarantors in respect of applicable
"know your customer" and anti-money laundering rules and regulations, including, without limitation, the Patriot Act.
SECTION 7. Conditions Precedent to All Credit Events
The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit
Loans required to be made by the Revolving Credit Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4) and the obligation of the Letter
of Credit Issuer to issue Letters of Credit on any date is subject to the satisfaction of the following conditions precedent:
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