First Data 2007 Annual Report Download - page 319

6.1. Credit Documents. The Administrative Agent shall have received:
(a) this Agreement, executed and delivered by a duly authorized officer of the Borrower and each Lender;
(b) the Guarantee, executed and delivered by a duly authorized officer of each Guarantor;
(c) the Pledge Agreement, executed and delivered by a duly authorized officer of each pledgor party thereto; and
(d) the Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto.
6.2. Collateral. Except for any items referred to on Schedule 9.14(d) to the Original Credit Agreement:
(a) (i) All outstanding equity interests in whatever form of each Restricted Subsidiary directly owned by or on behalf of any Credit Party and
required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto and (ii) the Collateral Agent shall have received all
certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated
stock powers endorsed in blank;
(b) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements,
reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and
perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral
Agent for filing, registration or recording;
(c) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the
Borrower, together with all attachments contemplated thereby; and
(d) The Guarantee shall be in full force and effect.
6.3. Legal Opinions. The Administrative Agent shall have received the executed legal opinions of (a) Simpson Thacher & Bartlett LLP, special
New York counsel to the Borrower, substantially in the form of Exhibit H-1 to the Original Credit Agreement, (b) David Money, General Counsel of the
Borrower, substantially in the form of Exhibit H-2 to the Original Credit Agreement, and (c) local counsel to the Borrower and the Administrative Agent in
the jurisdictions listed on Schedule 6.3 to the Original Credit Agreement in form and substance satisfactory to the Administrative Agent. The Borrower, the
other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions.
6.4. [Reserved].
6.5. Equity Investments. Equity Investments, which, to the extent constituting Stock other than common Stock, shall be on terms and conditions
and pursuant to documentation reasonably satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material to the interests of the Lenders, in an
amount not less than the Minimum Equity Amount shall have been made.
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