This excerpt taken from the CVS 8-K filed Jun 2, 2006.
LOANS ON THE BORROWING DATE
The obligation of each Lender on the Borrowing Date to make a Loan is subject to the fulfillment of the following conditions precedent:
SECTION 5.1 Evidence of Corporate Action
The Administrative Agent shall have received a certificate, dated the Effective Date, of the Secretary or an Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing all other necessary corporate action (in form and substance reasonably satisfactory to the Administrative Agent) taken by the Borrower to authorize the Loan Documents and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of the officer or officers of the Borrower who may sign the Loan Documents and any other certificates, requests, notices or other documents now or in the future required thereunder, and (iv) attaching a certificate of good standing of the Secretary of State of the State of Delaware.
SECTION 5.2 Notes
The Administrative Agent shall have received a Note for each Lender that shall have requested one, executed by the Borrower.
SECTION 5.3 Opinion of Counsel to the Borrower
The Administrative Agent shall have received:
(a) an opinion of Zenon Lankowsky, counsel to the Borrower, dated the Effective Date, and in the form of Exhibit D-1; and
(b) an opinion of Davis Polk & Wardwell, special counsel to the Borrower, dated the Effective Date, and in the form of Exhibit D-2.
SECTION 5.4 Rating
On the Borrowing Date, the senior unsecured long term debt ratings of the Borrower by S&P and Moodys shall not be less than BBB and Baa2, respectively.
SECTION 5.5 Compliance
On the Borrowing Date, and after giving effect to the Loans to be made on the Borrowing Date, (a) there shall exist no Default or Event of Default, and (b) the representations and warranties contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on the Borrowing Date.
SECTION 5.6 Requests
The Administrative Agent shall have received a Borrowing Request (which shall comply with the provisions of Section 2.2) from the Borrower.
SECTION 5.7 Loan Closings
All documents required by the provisions of this Agreement to have been executed or delivered by the Borrower to the Administrative Agent or any Lender on or before the Borrowing Date shall have been so executed or delivered on or before the Borrowing Date.
SECTION 5.8 Albertsons Acquisition
On the Borrowing Date, the Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, dated as of the Borrowing Date, certifying that (i) the closing of the Albertsons Acquisition has been or will be consummated substantially in accordance with all material terms and conditions of the Albertsons Asset Purchase Agreement and (ii) as of the Borrowing Date (assuming the consummation of the Albertsons Acquisition on such Borrowing Date) there has been no Material Adverse change from the final projections that have been most recently delivered to the Lenders by the Borrower prior to the Borrowing Date.