Consent to Mergers. Pursuant to Section 5.2(f) of the Insured First Step Agreement, the Funding Agents hereby provide, as of the date hereof, their consent to the prospective merger, which will occur effective as of 11:59 p.m., Eastern Standard Time, on December 31, 2005, between SunGard Market Data Services Inc., who is a Seller under the Insured First Step Agreement as of the date hereof, and SunGard Reference Data Solutions Inc., who is not currently a Seller under the Insured First Step Agreement but as the surviving entity will become a Seller under the Insured First Step Agreement. In addition, pursuant to Section 11.01 of the Insured Credit Agreement, the Insurer, as Controlling Party, and SunGard Financing by executing this Amendment hereby approve the consent provided by the Funding Agents.
Consent to Mergers. Notwithstanding the provisions of Section 10.5(a) of the Credit Agreement, each of the Banks hereby consents to the Mergers as defined in Section 2(c) hereof.
Consent to Mergers. The Obligors hereby represent, warrant, covenant and agree in favor of the Lender as follows: (i) Sentinel will be merged with and into Relume, with Relume being the surviving entity, and (ii) Lumificient will be merged with and into Relume, with Relume being the surviving entity (each a “Merger” and collectively the “Mergers”), and the Lender hereby consents to the Mergers, subject to the terms and conditions contained herein, including, but not limited to, the fulfillment of the Conditions Precedent to Effectiveness set forth in Section 15 hereof, all as determined by the Lender in its sole reasonable discretion. The Obligors shall certify to the Lender in writing within three (3) Business Days after the completion of each respective Merger, and shall therewith simultaneously deliver to the Lender (i) satisfactory file-stamped copies of all documents filed with the respective state authorities to effectuate each Merger, (ii) a replacement Schedule 8.1.4 to the Loan Agreement and a replacement Schedule III to the Pledge Agreement reflecting the Mergers, and (iii) certificates of a duly authorized officer of each applicable Obligor certifying (A) that an attached copy of resolutions authorizing the Mergers and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (B) to the title, name and signature of each Person authorized to sign such documents. The Obligors acknowledge and agree that the foregoing consent of the Lender shall be null and void and of no force or effect if the Mergers are not satisfactorily consummated by no later than June 30, 2016, as determined by the Lender in its sole discretion.
