Common use of Conditions Precedent to Initial Extension of Credit Clause in Contracts

Conditions Precedent to Initial Extension of Credit. The obligation of each Canadian Lender to make a Canadian Borrower Advance on the occasion of the Initial Extension of Credit hereunder is subject to satisfaction of the following conditions precedent before or concurrent with the Initial Extension of Credit: (a) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of the Canadian Borrower and each of its Subsidiaries, including the terms and conditions of the charter, bylaws (or analogous organizational documents) and each class of capital stock of the Canadian Borrower and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (b) The Agent shall have received on or before the Initial Extension of Credit the following, each dated on or before such date (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and (except for the Canadian Borrower Notes) in sufficient copies for each Lender Party: (i) The Canadian Borrower Notes payable to the order of the Canadian Lenders. (ii) Certified copies of the resolutions (or analogous authorizations) of the Board of Directors (or other authorized legal representatives) of the Canadian Borrower approving this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Document. (iii) To the extent applicable in such jurisdiction, a copy of a certificate of the applicable regulatory authority of the jurisdiction of its incorporation, dated on or before the date of the Initial Extension of Credit, listing the charter of the Canadian Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Canadian Borrower's charter on file in his office, (B) the Canadian Borrower has paid all franchise taxes to the date of such certificate and (C) the Canadian Borrower is duly incorporated and in good standing under the laws of the jurisdiction of its incorporation. (iv) A certificate of the Canadian Borrower, signed on behalf of the Canadian Borrower by its President or a Vice President and its Secretary or any Assistant Secretary or an authorized legal representative of the Canadian Borrower, dated on or before the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of such date), certifying as to (A) the absence of any amendments to the charter of the Canadian Borrower since the date of the certificate referred to in Section 3.02(b)(iii), (B) a true and correct copy of the bylaws (or analogous organizational documents) of the Canadian Borrower as in effect on such date, (C) to the extent applicable in such jurisdiction, the due incorporation and good standing of the Canadian Borrower organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of the Canadian Borrower, (D) the truth of the representations and warranties made by the Canadian Borrower contained in the Loan Documents as though made on and as of such date and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (v) A certificate of the Secretary or an Assistant Secretary or an authorized legal representative of the Canadian Borrower certifying the names and true signatures of the officers of the Canadian Borrower authorized to sign this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (vi) A favorable opinion of Wachtell, Lipton, Rosen & Katz, special counsel for the Canadian Borroxxx, in xxxxtantially the form of Exhibit F-1 hereto and as to such other matters as any Lender Party through the Agent may reasonably request. (vii) A favorable opinion of John T. Ferguson, II, Esq., General Counsel and Corpxxxxx Xxxxxxxxx xx Xrompton Corp. and its Subsidiaries, in substantially the form of Exhibit F-2 hereto and as to such other matters as any Lender Party through the Agent may reasonably request. (viii) A favorable opinion of Weir & Foulds, special counsel for the Canadian Borrxxxx, ix xxxxtantially the form of Exhibit F-3 hereto and as to such other matters as any Lender Party through the Agent may reasonably request.

Conditions Precedent to Initial Extension of Credit. The obligation of each Canadian Lender to make a Canadian Borrower Committed Advance on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrent concurrently with the Initial Extension of Credit: (ai) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of the Canadian Borrower and each of its Subsidiaries, including the terms and conditions of the charter, bylaws (or analogous organizational documents) and each class of capital stock of the Canadian Borrower and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (b) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated on or before such date day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Canadian Borrower Committed Notes) in sufficient copies for each Lender PartyLender: (iA) The Canadian Borrower Committed Notes payable to the order of the Canadian Lenders. (iiB) Certified copies of the resolutions (or analogous authorizations) of the Board of Directors (or of each Loan Party approving the Acquisition and the other authorized legal representatives) of transactions contemplated by the Canadian Borrower approving this Agreement, the Canadian Borrower Notes, each other Loan Document Transaction Documents and each Related Transaction Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Canadian Borrower Notes, each Acquisition and the other Loan Document transactions contemplated by the Transaction Documents and each Related DocumentTransaction Document to which it is or is to be a party. (iiiC) To the extent applicable in such jurisdiction, a A copy of a certificate or certificates of the applicable regulatory authority Secretary of State or other appropriate official of the jurisdiction of its incorporationincorporation of (x) the Borrower, dated on or before reasonably near the date of the Initial Extension of Credit, listing certifying (A) as to a true and correct copy of the charter of the Canadian Borrower and each amendment thereto on file in his such Secretary's office and certifying (B) that (A1) such amendments are the only amendments to the Canadian Borrower's charter on file in his such Secretary's office, (B2) the Canadian Borrower has paid all franchise taxes to the date of such certificate and (C) the Canadian Borrower is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporationincorporation and (y) each other Loan Party, dated reasonably near the Initial Extension of Credit, certifying as to the good standing (or existence) of such Loan Party. (ivD) A certificate of the Canadian Borrowereach Loan Party, signed on behalf of the Canadian Borrower such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary or an authorized legal representative of the Canadian BorrowerSecretary, dated on or before the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of such datethe date of the Initial Extension of Credit), certifying as to (A1) in the case of the Borrower, the absence of any amendments to the charter of the Canadian Borrower such Loan Party since the date of the Secretary of State's certificate referred to in Section 3.02(b)(iii3.01(a)(i)(C), (B2) a true and correct copy of the bylaws (in the case of the Borrower) or analogous organizational documentsthe constitutional documents (in the case of each Guarantor) of the Canadian Borrower such Loan Party as in effect on such datethe date on which the resolutions referred to in Section 3.01(a)(i)(B) were adopted and on the date of the Initial Extension of Credit, (C3) to the extent applicable in such jurisdiction, the due incorporation and good standing or valid existence of the Canadian Borrower such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of the Canadian Borrowersuch Loan Party, (D4) the truth of the representations and warranties made by the Canadian Borrower contained in the Loan Documents as though made on and as of such the date of the Initial Extension of Credit and (E5) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vE) A certificate of the Secretary or an Assistant Secretary or an authorized legal representative of the Canadian Borrower each Loan Party certifying the names and true signatures of the officers of the Canadian Borrower such Loan Party authorized to sign this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (viF) Certified copy of the Purchase Agreement, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request. (G) Certificates, in substantially the form of Exhibit D hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Acquisition and the other transactions contemplated by the Transaction Documents, from its Chief Financial Officer. (H) A favorable opinion of Wachtell(1) Xxxxxx and Xxxxxx, Lipton, Rosen & Katz, special Cayman Islands counsel for the Canadian BorroxxxParent, in xxxxtantially substantially the form of Exhibit F-1 E-1 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. request , (vii2) A favorable opinion of John T. FergusonXxxxx, IIXxxxx & Xxxxx, Esq., General Counsel and Corpxxxxx Xxxxxxxxx xx Xrompton Corp. and its SubsidiariesNew York counsel for the Loan Parties, in substantially the form of Exhibit F-2 E-2 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. request and (viii3) A favorable opinion of Weir Xxxxxxx Xxxx & FouldsXxxxxxx, special Bermuda counsel for the Canadian BorrxxxxSubsidiary Guarantors, ix xxxxtantially in substantially the form of Exhibit F-3 E-3 hereto and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (I) A certificate of the Parent, signed by its President or Chief Financial Officer, dated the date of the Initial Extension of Credit, certifying as to (1) a description (in reasonable detail) of the portion of the Acquisition occurring on the date of the Initial Extension of Credit and (2) the percentage that the portion of the purchase price allocable to the assets acquired at such time in connection with the Acquisition bears to the aggregate purchase price for all assets to be acquired in connection with the Acquisition.. (ii) (x) No development or change occurring after January 11, 1999, and no information becoming known after such date, that results in a material change in the post-Acquisition corporate and capitalization structure of the Parent or in the capitalization structure of the Parent's subsidiaries contemplated in the Pre-Commitment Information and (y) the Lenders shall be reasonably satisfied with the corporate and legal structure and capitalization of the Borrower and each other Loan Party (other than the Parent), including the terms and conditions of the constitutional documents of each such Person and of each material agreement or instrument relating to such structure. (iii) The Lenders shall be reasonably satisfied that all Existing Debt, other than Surviving Debt, has been (or concurrently will be) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lenders. (iv) Before giving effect to the Acquisition and the other transactions contemplated by the Transaction Documents, there shall have occurred no material adverse change since September 30, 1998 in the business, financial condition, operations or properties of (i) CIGNAP&C or (ii) the Parent and its Subsidiaries, taken as a whole. (v) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (x) could be reasonably expected to have a Material Adverse Effect or a material adverse effect on the business, financial condition, operations or properties of CIGNAP&C or (y) would reasonably be expected to materially adversely affect the legality, validity or enforceability of any Transaction Document or the consummation of the Acquisition or the other transactions contemplated by the Transaction Documents. (vi) All governmental and third party consents and approvals necessary in connection with the portion of the Acquisition occurring on the date of the Initial Extension of Credit and the other transactions contemplated by the Transaction Documents to occur on such date shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders and that would reasonably be expected to have a Material Adverse Effect) and shall remain in effect, except for any such consents and approvals, the absence of which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect; all applicable waiting periods in connection with the portion of the Acquisition occurring on the date of the Initial Extension of Credit and the other transactions contemplated by the Transaction Documents to occur on such date shall have expired without any negative action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the portion of the Acquisition occurring on the date of the Initial Extension of Credit or the other transactions contemplated by the Transaction Documents to occur on such date. (vii) The Pre-Commitment Information shall be true and correct in all material aspects, and no additional information shall have come to the attention of the Administrative Agent or the Lenders that is inconsistent in any material respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (viii) No development or change occurring after January 11, 1999, and no information becoming known after such date, that (x) results in or could reasonably be expected to result in a material change in, or material deviation from, the Pre-Commitment Information that is or could reasonably be expected to be materially adverse to the Parent or any of its Subsidiaries or materially adverse to the Lenders or (y) has had or could reasonably be expected to have a Material Adverse Effect. (ix) The Borrower shall have paid all accrued fees of the Agents and the Lenders and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel on behalf of all of the Lenders), in each case to the extent then due and payable. (x) The portion of the Acquisition occurring on the date of the Initial Extension of Credit shall have been consummated (or shall be concurrently consummated) in accordance with the terms of the Purchase Agreement, without any waiver or amendment not consented to by the Lenders of any material term, provision or condition set forth therein that would reasonably be expected to have a Material Adverse Effect, and in compliance with all material applicable laws. (xi) The Purchase Agreement shall be in full force and effect.

Conditions Precedent to Initial Extension of Credit. The obligation of each Canadian Lender to make a Canadian Borrower an Advance on the occasion Closing Date and of the Initial Extension of Credit hereunder Canadian Lenders to accept and/or purchase Bankers’ Acceptances or make BA Equivalent Advances is subject to the reasonable satisfaction or waiver of the following conditions precedent before or concurrent concurrently with the Initial Extension of Credit: (a) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of the Canadian Borrower and each of its Subsidiaries, including the terms and conditions of the charter, bylaws (or analogous organizational documents) and each class of capital stock of the Canadian Borrower and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (b) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated on or before such date day (unless otherwise specified), in form and substance reasonably satisfactory to the Agent Lender Parties (unless otherwise specified) and (except for the Canadian Borrower Notes) in sufficient a number of copies reasonably requested by the Administrative Agent for each Lender Party: (i) The Canadian Borrower Notes payable to the order of the Canadian LendersLenders to the extent requested by the Lenders pursuant to the terms of Section 2.17. (ii) The filing of the financing statements required pursuant to Section 2.20(c). (iii) Certified copies of the resolutions (or analogous authorizations) of the Board of Directors (or other authorized legal representatives) of each Loan Party approving the Canadian Borrower approving this Agreement, the Canadian Borrower Notes, each other Loan Document Transaction and each Related Transaction Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Canadian Borrower Notes, each other Loan Document Transaction and each Related DocumentTransaction Document to which it is or is to be a party. (iiiiv) To the extent applicable in such jurisdiction, a A copy of a certificate of the applicable regulatory authority Secretary of State of the jurisdiction of its incorporationincorporation of each US Loan Party, dated on or before reasonably near the date of the Initial Extension of Credit, listing certifying (A) as to a true and correct copy of the charter of the Canadian Borrower such Loan Party and each amendment thereto thereto, if any, on file in his such Secretary’s office and certifying (B) that (A1) such amendments amendments, if any, are the only amendments to the Canadian Borrower's such Loan Party’s charter on file in his such Secretary’s office, (B2) the Canadian Borrower such Loan Party has paid all franchise taxes to the date of such certificate and (C3) the Canadian Borrower such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (ivv) A copy of the articles of each Canadian Loan Party incorporated under the Canada Business Corporations Act, certified by Industry Canada dated reasonably near the date of the Initial Extension of Credit. (vi) A copy of the articles of each Canadian Loan Party incorporated under a Province of Canada, duly certified by the Secretary or an Assistant Secretary of such Loan Party to be true and correct and dated the date of the Initial Extension of Credit. (vii) A certificate of compliance or certificate of status, as the case may be, in respect of each Canadian BorrowerLoan Party, dated reasonably near the date of the Initial Extension of Credit. (viii) A certificate of each Loan Party, signed on behalf of the Canadian Borrower such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary or an any authorized legal representative of the Canadian Borrowerofficer, dated on or before the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of such datethe date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of the Canadian Borrower such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.02(b)(iii3.01(a)(iv) or the Certificate of Industry Canada referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws (or analogous organizational documents) of the Canadian Borrower such Loan Party as in effect on such datethe date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and on the date of the Initial Extension of Credit, (C) to the extent applicable in such jurisdiction, the due incorporation and good standing or valid existence of the Canadian Borrower such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of the Canadian Borrowersuch Loan Party, (D) the truth of the representations and warranties made by the Canadian Borrower contained in the Loan Documents as though made on and as of such the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vix) A certificate of the Secretary or an Assistant Secretary or an any authorized legal representative officer of the Canadian Borrower each Loan Party certifying the names and true signatures of the officers of the Canadian Borrower such Loan Party authorized to sign this Agreement, the Canadian Borrower Notes, each other Loan Document and each Related Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (vix) Certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance reasonably satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request. (xi) The US Subsidiary Guaranty in substantially the form of Exhibit D-1 hereto, duly executed by each US Subsidiary Guarantor. (xii) The Canadian Subsidiary Guaranty in substantially the form of Exhibit D-2 hereto, duly executed by each Canadian Subsidiary Guarantor in respect of the Canadian Subfacility. (xiii) The Parent Guaranty in substantially the form of Exhibit D-3 hereto, duly executed by the US Borrower, as parent guarantor. (xiv) Certificates, in substantially the form of Exhibit E-1 and Exhibit E-2 hereto, respectively, attesting to the Solvency of (A) each Borrower and (B) the Borrowers and their Subsidiaries on a consolidated basis, in each case, before and after giving effect to the Transaction, from the Chief Financial Officer of the appropriate Borrower. (xv) A Notice of Borrowing relating to the Initial Extension of Credit. (xvi) A favorable opinion of WachtellXxxxxx & Xxxxxxx LLP, Lipton, Rosen & Katz, special counsel for the Canadian BorroxxxLoan Parties in form and substance reasonably satisfactory to the Lender Parties, in xxxxtantially substantially the form of Exhibit F-1 hereto and as to such other matters as any Lender Party through the Agent may reasonably requesthereto. (viixvii) A favorable opinion Favorable opinions of John T. FergusonGoodmans LLP, IIDavies Xxxx Xxxxxxxx & Xxxxxxxx LLP and Fraser Xxxxxx Casgrain LLP, Esq., General Counsel Canadian counsel for the Loan Parties in form and Corpxxxxx Xxxxxxxxx xx Xrompton Corp. and its Subsidiariessubstance reasonably satisfactory to the Lender Parties, in substantially the form of Exhibit F-2 hereto and as to such other matters as any Lender Party through the Agent may reasonably requesthereto. (viiixviii) Favorable opinions of in-house and/or local counsel for the Loan Parties in states and provinces in which the Loan Parties are located in form and substance reasonably satisfactory to the Administrative Agent. (xix) A favorable opinion of Weir Shearman & FouldsSterling, special counsel for the Canadian BorrxxxxJoint Lead Arrangers, ix xxxxtantially in form and substance satisfactory to the form Lenders. (b) The Lender Parties shall be reasonably satisfied with (i) the corporate and legal structure and capitalization of Exhibit F-3 hereto each Loan Party and as each of its Subsidiaries, including the terms and conditions of the charter, articles, bylaws and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization and (ii) the form, terms and conditions of the Tender Offer Documents. (c) The Lender Parties shall be satisfied that, concurrently with the Initial Extension of Credit hereunder, all Existing Debt, other matters as any than Surviving Debt, the Greyhound Bonds and the Greyhound Foothill Facility, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments relating thereto terminated and that all Surviving Debt shall be on terms and conditions reasonably satisfactory to the Lender Party through Parties. (d) The Lender Parties shall be reasonably satisfied that, concurrently with or prior to the Agent may reasonably requestInitial Extension of Credit hereunder, an irrevocable notice of redemption shall have been issued in respect of the Greyhound Bonds and that all of the conditions for “Covenant Defeasance” set forth in Section 8.03 of the Greyhound Notes Indenture shall have been satisfied and Greyhound Lines, Inc. and its Subsidiaries shall have been released of their obligations under the covenants contained in Article 4 (other than those in Sections 4.01, 4.02, 4.06 and 4.14) and Section 5.01 of the Greyhound Notes Indenture.