Common use of Initial condition precedent Clause in Contracts

Initial condition precedent. The following are the initial conditions precedent: (a) copies of a resolution of the Main SPV’s, the Shareholder’s and each Greif Transaction Party’s board of directors (except for the German Originators), and any other necessary corporate documents, approving the Transaction Documents to which it will become a party and the other documents to be delivered by it and the transactions contemplated hereunder; (b) a director’s certificate of each Originator certifying as to such Originator’s solvency; (c) copies of the constitutive documents of the Main SPV, the Shareholder and each Greif Transaction Party; (d) a certificate of the Main SPV, the Shareholder and each Greif Transaction Party certifying: (i) the names and signatures of the officers authorised on behalf of such party to execute the Transaction Documents to which it will become a party and any other documents to be delivered by it hereunder, on which certificate the Main SPV and the Funding Administrator may conclusively rely until such time as the Main SPV and the Funding Administrator shall receive from such party a revised certificate meeting the requirements of this paragraph; and (ii) the authenticity of the constitutive documents of such party. (e) legal opinions from: (i) legal counsel in the relevant jurisdictions to the Greif Transaction Parties in form and substance satisfactory to the Main SPV and the Funding Administrator regarding (i) due execution by, and corporate authority of each Greif Transaction Party, (ii) the validity and enforceability of the obligations of the Greif Transactions Parties under and in connection with the Transaction Documents to which they are expressed to be a party and (iii) the perfection of the sale and transfer of the Receivables Purchase Agreements (other than the Nieuw Amsterdam Receivables Purchase Agreement) and such other matters concerning such Greif Transaction Party as the Main SPV and/or the Funding Administrator may require; and (ii) legal counsel in the relevant jurisdictions to the Funding Administrator regarding (i) the due execution and corporate authority of Main SPV, (ii) the validity and enforceability of the obligations of Main SPV under and in connection with the relevant Transaction Documents to which Main SPV is expressed to be a party, (iii) the enforceability of the Main SPV Security Documents, and (iv) the sale of the Receivables; (f) a copy of the Servicing Agreement as executed; (g) a copy of the Nieuw Amsterdam Receivables Purchase Agreement, as executed; (h) a copy of the Receivables Purchase Agreements as executed; (i) a copy of the Subordinated Loan Agreement as executed; (j) a copy of the Administration Agreement as executed; (k) a copy of each Management Agreement as executed; (l) a copy of each Security Agreement as executed; (m) a copy of the Master Definitions Agreement as executed; (n) a copy of the Performance and Indemnity Agreement as executed; (o) a copy of the Liquidity Facility Agreement as executed; (p) evidence satisfactory to the Facility Agent that the Transaction Security has been or will be perfected in accordance with all applicable laws, including but not limited to any notice required to be provided under any Collection Account Pledge Agreement; (q) evidence satisfactory to the Facility Agent that any required UCC filing has been completed; (r) confirmation from each of the Rating Agencies that upon execution of the Nieuw Amsterdam Receivables Purchase Agreement, the Commercial Paper will maintain their then current rating; and (s) a copy of the Funding Cost Fee Letter as executed and evidence that the fees, costs and expenses then due from the Greif Transaction Parties pursuant thereto have been paid.

Initial condition precedent. The following are the initial conditions precedent: (a) copies of a resolution of the Main SPV’s's, the Shareholder’s 's and each Greif Transaction Party’s 's board of directors (except for the German Originators), and any other necessary corporate documents, approving the Transaction Documents to which it will become a party and the other documents to be delivered by it and the transactions contemplated hereunder; (b) a director’s 's certificate of each Originator certifying as to such Originator’s 's solvency; (c) copies of the constitutive documents of the Main SPV, the Shareholder and each Greif Transaction Party; (d) a certificate of the Main SPV, the Shareholder and each Greif Transaction Party certifying: (i) the names and signatures of the officers authorised on behalf of such party to execute the Transaction Documents to which it will become a party and any other documents to be delivered by it hereunder, on which certificate the Main SPV and the Funding Administrator may conclusively rely until such time as the Main SPV and the Funding Administrator shall receive from such party a revised certificate meeting the requirements of this paragraph; and (ii) the authenticity of the constitutive documents of such party. (e) legal opinions from: (i) legal counsel in the relevant jurisdictions to the Greif Transaction Parties in form and substance satisfactory to the Main SPV and the Funding Administrator regarding (i) due execution by, and corporate authority of each Greif Transaction Party, (ii) the validity and enforceability of the obligations of the Greif Transactions Parties under and in connection with the Transaction Documents to which they are expressed to be a party and (iii) the perfection of the sale and transfer of the Receivables Purchase Agreements (other than the Nieuw Amsterdam Receivables Purchase Agreement) and such other matters concerning such Greif Transaction Party as the Main SPV and/or the Funding Administrator may require; and (ii) legal counsel in the relevant jurisdictions to the Funding Administrator regarding (i) the due execution and corporate authority of Main SPV, (ii) the validity and enforceability of the obligations of Main SPV under and in connection with the relevant Transaction Documents to which Main SPV is expressed to be a party, (iii) the enforceability of the Main SPV Security Documents, and (iv) the sale of the Receivables; (f) a copy of the Servicing Agreement as executed; (g) a copy of the Nieuw Amsterdam Receivables Purchase Agreement, as executed; (h) a copy of the Receivables Purchase Agreements as executed; (i) a copy of the Subordinated Loan Agreement as executed; (j) a copy of the Administration Agreement as executed; (k) a copy of each Management Agreement as executed; (l) a copy of each Security Agreement as executed;; 0067324-0000012 AMBA:6284902.5 58 (m) a copy of the Master Definitions Agreement as executed; (n) a copy of the Performance and Indemnity Agreement as executed; (o) a copy of the Liquidity Facility Agreement as executed; (p) evidence satisfactory to the Facility Agent that the Transaction Security has been or will be perfected in accordance with all applicable laws, including but not limited to any notice required to be provided under any Collection Account Pledge Agreement; (q) evidence satisfactory to the Facility Agent that any required UCC filing has been completed; (r) confirmation from each of the Rating Agencies that upon execution of the Nieuw Amsterdam Receivables Purchase Agreement, the Commercial Paper will maintain their then current rating; and (s) a copy of the Funding Cost Fee Letter as executed and evidence that the fees, costs and expenses then due from the Greif Transaction Parties pursuant thereto have been paid.