Initial Borrowing Date. On the Initial Borrowing Date: (a) The Administrative Agent shall have received the favorable written opinions of Weil, Gotshal & ▇▇▇▇▇▇ LLP and Freshfields, counsel for the Borrowers, and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of Sotheby's Holdings, Inc. dated the Initial Borrowing Date and addressed to the Lenders, the Administrative Agent and the Issuing Bank to the effect set forth in Exhibits D-1 and D-2, respectively; the Borrowers hereby instruct such counsel to deliver such opinions to the Administrative Agent. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (c) The Administrative Agent shall have received such evidence as it shall reasonably have requested as to the power and authority of Holdings and each Subsidiary to enter into and perform its obligations under each Loan Document to which it is party and as to the due execution and delivery of each such Loan Document. (d) The Administrative Agent shall have received a certificate of Holdings, dated the Initial Borrowing Date and signed by a Financial Officer of Holdings, confirming compliance with the conditions precedent set forth in paragraphs (b), (c) and (d) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Initial Borrowing Date. (f) The Administrative Agent shall have received a completed Borrowing Base Certificate dated as of a recent date and signed by a Financial Officer on behalf of Holdings. (g) The Collateral and Guarantee Requirement shall have been satisfied at or prior to the earlier of (i) the Initial Borrowing Date and (ii) March 10, 2000. (h) The Collateral Agent shall have received the results of such lien searches as it shall reasonably have requested, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) are permitted under Section 6.01 or have been released. (i) The Collateral Agent shall have received a Perfection Certificate dated the Initial Borrowing Date and duly executed by a Financial Officer of Holdings.
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Initial Borrowing Date. On The obligations of the Initial Borrowing DateLenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of each of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinions opinion (addressed to the Agent and the Lenders and dated the Initial Borrowing Date) of Weil, Gotshal & each of (i) Dono▇▇▇▇▇▇ LLP and Freshfields, counsel for the Borrowers, and ▇▇. ▇▇▇▇▇▇▇▇▇ & ▇. arr▇▇▇, ▇.C., counsel for Holdings and the Borrowers, and (ii) Swid▇▇▇ ▇▇▇lin Shereff Frei▇▇▇▇, General Counsel ▇.L.P., special New York and communications counsel, in the case of Sotheby's Holdingseach such opinion required by this paragraph, Inc. dated the Initial Borrowing Date in form and addressed substance satisfactory to the Lenders, the Administrative Agent and the Issuing Bank covering such matters relating to the effect set forth in Exhibits D-1 Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request. Holdings and D-2, respectively; the Borrowers each Borrower hereby instruct request such counsel to deliver such opinions to the Administrative Agent.
(b) All legal matters incident to this Agreement and the borrowings hereunder shall be satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agentopinions.
(c) The Administrative Agent shall have received such evidence documents and certificates as it shall the Administrative Agent or its counsel may reasonably have requested as request relating to the power organization, existence and authority good standing of Holdings and each Subsidiary to enter into and perform its obligations under each Loan Document to which it is party Party, the authorization of the Transactions and as any other legal matters relating to the due execution Loan Parties, the Loan Documents or the Transactions, all in form and delivery of each such Loan Documentsubstance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate of Holdingscertificate, dated the Initial Borrowing Date and signed by a Financial Officer of Holdings, confirming compliance with the conditions precedent set forth in paragraphs (b), (ca) and (db) of Section 4.014.02.
(e) The Administrative Agent shall have received all Fees fees and other amounts due and payable on or prior to the Initial Borrowing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Administrative Agent shall have received a completed Borrowing Base Certificate dated as of a recent date and signed by a Financial Officer on behalf of Holdings.
(g) The Collateral and Guarantee Requirement shall have been satisfied at or prior to and the earlier of (i) the Initial Borrowing Date and (ii) March 10, 2000.
(h) The Collateral Agent shall have received the results of such lien searches as it shall reasonably have requested, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) are permitted under Section 6.01 or have been released.
(i) The Collateral Administrative Agent shall have received a completed Perfection Certificate dated the Initial Borrowing Date and duly executed signed by an executive officer in the legal department and a Financial Officer of Holdings.Holdings and each Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions
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