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

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit (and Article II of this Agreement shall become effective on and as of the first date on which such conditions precedent have been satisfied): (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day, in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit. (ii) A certificate from the Chief Financial Officer, the Secretary or an Assistant Secretary of the Borrower certifying that all certifications made in the certificates delivered pursuant to Section 3.01 shall remain true and correct, and all conditions set forth in Section 3.01 shall remain satisfied, in each case as of the day of the Initial Extension of Credit. (iii) A reliance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, counsel for the Loan Parties, confirming the opinion delivered pursuant to Section 3.01(a)(xiii) and as to such other matters as the Administrative Agent may reasonably request. (c) The Borrower shall have paid all accrued fees of the Agents and the Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and the Arranger and local counsel to the Lender Parties). (d) The Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably request.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or obligations of the Issuing Bank Lenders to issue a Letter of Credit on the occasion extend credit by way of the Initial Extension of initial drawdown under the Credit hereunder Facilities is subject to the satisfaction fulfilment, on or prior to July 24, 2007 of the following conditions precedent before at the time, or concurrently with the Initial Extension immediately following, such extension of Credit (and Article II of this Agreement shall become effective on and as of the first date on which such conditions precedent have been satisfied):credit: (a) The Effective Date shall the conditions precedent set forth in Section 12.1 have occurred.been fulfilled; (b) The all outstanding Indebtedness of the Borrower under the Existing Credit Agreement shall have been repaid in full or arrangements satisfactory to the Administrative Agent in its sole and absolute discretion, shall have received on or before been made for the day repayment of such Indebtedness concurrent with the Initial Extension of Credit initial drawdown hereunder; (c) the followingObligors have duly executed and delivered to the Administrative Agent this Agreement, the Guarantees and the Security Documents, each dated such dayin form and substance satisfactory to the Administrative Agent; (d) the Administrative Agent has received, in form and substance satisfactory to the Administrative Agent (unless otherwise specified):Agent: (i) A Notice a duly certified copy of Borrowing the articles of incorporation, articles of amalgamation or Notice similar documents and by-laws of Issuance, as applicable, relating to the Initial Extension of Credit.each Obligor; (ii) A a certificate from of status or good standing for each Obligor issued by the Chief Financial Officer, the Secretary appropriate governmental body or an Assistant Secretary agency of the Borrower certifying that all certifications made jurisdiction in the certificates delivered pursuant to Section 3.01 shall remain true and correct, and all conditions set forth in Section 3.01 shall remain satisfied, in each case as of the day of the Initial Extension of Credit.which such Obligor is incorporated; DM_TOR/208573-00204/2193933.9 (iii) A reliance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, counsel for the Loan Parties, confirming the opinion delivered pursuant to Section 3.01(a)(xiii) and as to such other matters as the Administrative Agent may reasonably request. (c) The Borrower shall have paid all accrued fees a duly certified copy of the Agents and the Lender Parties and all accrued expenses resolution of the Agents (including board of directors of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Documents to which such Obligor is a signatory and, in the accrued fees case of each Guarantor, authorizing the pledge of all of its issued and expenses of counsel outstanding shares to the Administrative Agent and the Arranger and local counsel to the Lender Parties). (d) The Administrative Agent shall have received such other approvals, opinions or documents as any subsequent disposition thereof by the Administrative Agent may reasonably request.in realizing on the Security therein constituted by the relevant Security Documents;

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an a Bridge Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction satisfaction, prior to or concurrently with the making of the Initial Extension of Credit, of the following conditions precedent before or concurrently with the Initial Extension of Credit (and Article II of this Agreement shall become effective on and as of the first date on which such conditions precedent have been satisfied):precedent: (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such dayday (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified):) and (except for the Bridge Notes) in sufficient copies for each Lender: TWT Bridge Credit Agreement (i) The Bridge Notes payable to the order of the Lenders that have requested Bridge Notes prior to the Effective Date. (ii) A certificate of the Borrower, dated the Effective Date, substantially in the form of Exhibit F hereto, with appropriate insertions and attachments. (iii) Certified copies of each of the Related Documents, duly executed by the parties thereto. (iv) The Commitment Letter, duly executed by the Borrower and the other parties thereto. (v) Certified copies of (A) the Pro Forma Balance Sheet and (B) the financial statements referred to in Section 4.01(a)(ii). (vi) A Notice of Borrowing or Notice of Issuance, as applicable, relating to the Initial Extension of Credit. (iivii) A certificate from favorable opinion of Cravath, Swaine & Moor▇, New York counsel for the Chief Financial OfficerBorrower, in form and substance reasonably satisfactory to the Administrative Agent. (viii) A favorable opinion of Paul ▇. ▇▇▇▇▇, ▇▇q., general counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. (b) There shall not have occurred and be continuing or become known to the Lenders, any Material Adverse Change since June 30, 2000 (it being understood that as of September 11, 2000, none of MSSF, Lehm▇▇ ▇▇▇mercial Paper Inc. or the Chase Manhattan Bank, and as of December 4, 2000, neither Bear Stea▇▇▇ ▇▇▇porate Lending Inc. nor ABN AMRO Bank N.V., was aware of any such Material Adverse Change). (c) All material governmental and third party consents and approvals (other than in connection with the consummation of the Acquisition) necessary or, in the reasonable discretion of the Lenders, advisable in connection with the Transaction, the Secretary or an Assistant Secretary Initial Extension of Credit and the continuing operations of the Borrower certifying and its Subsidiaries shall have been obtained; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken or threatened by any competent authority, that all certifications made in restrains, prevents or otherwise imposes adverse conditions upon the certificates delivered pursuant to Section 3.01 shall remain true and correct, and all conditions set forth in Section 3.01 shall remain satisfied, in each case as of the day of Transaction or the Initial Extension of Credit. (iii) A reliance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, counsel for the Loan Parties, confirming the opinion delivered pursuant to Section 3.01(a)(xiii) and as to such other matters as the Administrative Agent may reasonably request. (cd) The Borrower shall have paid all accrued fees of the Agents Administrative Agent and the Lender Parties Lenders and all accrued and invoiced expenses of the Agents Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent and the Arranger and local counsel to the Lender PartiesAgent). (de) The Acquisition shall have been consummated for an aggregate purchase price of approximately $690 million in accordance with the terms of the Acquisition Agreement and without any amendment, modification or waiver of any of the material TWT Bridge Credit Agreement 44 48 terms or conditions thereof (including, without limitation, the material conditions precedent) without the prior written consent of the Lenders. (f) The Acquisition Agreement shall be in full force and effect in accordance with its terms. (g) The Bank Credit Documents shall be in form and substance reasonably satisfactory to the Lenders and shall be in full force and effect; the conditions precedent to the effectiveness of the Bank Credit Facility shall have been satisfied in accordance with the terms and conditions of the Bank Credit Facility without any waiver, modification or amendment not consented to by the Lenders of any term, provision or condition set forth therein (including, without limitation, the material conditions precedent); and the Borrower shall have received Net Cash Proceeds of at least $250,000,000 from borrowings thereunder. (h) The Lenders shall be satisfied that from and after December 4, 2000 and through the Initial Extension of Credit there shall have been no competing offering, placement or arrangement of any debt or equity securities or bank financing by or on behalf of the Borrower or its Subsidiaries or with respect to the Acquired Assets (except for any bank financing by the Borrower or its subsidiaries (including the Bank Credit Facility) that has been previously disclosed to the Initial Lenders and that will, in conjunction with the financing contemplated hereby, provide financing for the Acquisition and except for any Permanent Financing for which Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, Lehm▇▇ ▇▇▇thers Inc., Bear Stea▇▇▇ & ▇o. Inc. and ABN AMRO Incorporated have acted (or have been offered a bona fide opportunity to act) as co-lead financial advisors, agents and/or underwriters as provided in the Commitment Letter). (i) The Administrative Agent shall have received such other approvals, opinions documents or documents materials as the Administrative Agent may shall reasonably request.