No Closed Sample Clauses

No Closed. End Exchange Note will be entitled to any benefit under this Collateral Agency Agreement or any Exchange Note Supplement or be valid for any purpose, unless: (i) the conditions precedent to the issuance of such Closed-End Exchange Note set forth in this Collateral Agency Agreement and in the related Exchange Note Supplement have been satisfied; (ii) a certificate of authentication appears on such Closed-End Exchange Note; and (iii) such certificate of authentication is substantially in the form provided for with respect to such Closed-End Exchange Note and is executed by the Closed-End Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The certificate of authentication appearing upon any Closed-End Exchange Note will be conclusive evidence, and the only evidence, that such Closed-End Exchange Note has been duly authenticated and delivered under this Collateral Agency Agreement. Notwithstanding the foregoing, the Closed-End Administrative Agent shall not be authorized, permitted or obligated to authenticate any Closed-End Exchange Note, or to acknowledge and deliver the related Exchange Note Supplement, if the Closed-End Administrative Agent has received notice from the Deal Agent to the effect that the conditions set forth in Section 6.4(a) have not been satisfied, unless such notice has been subsequently rescinded (such rescission to occur only upon notice of the Deal Agent to the Closed-End Administrative Agent). The Deal Agent agrees for the benefit of the Borrower that shall not deliver a notice of the type described in the immediately preceding sentence unless the Deal Agent has concluded in good faith following, reasonable investigation, there has been a failure of the conditions set forth in Section 6.4(a).