Common use of Conditions Precedent to the Initial Borrowing Clause in Contracts

Conditions Precedent to the Initial Borrowing. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which the Company is or will be a party, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) a letter from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, xxxxx xxon xxx xxxxxss instruction of the Company; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of the Company, the General Partner and the Delegate in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Wachovia Securities, Inc. and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews & Kurth L.L.P. pursuant to Section 9.03 all reasonxxxx xxes xxx xisbursements invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Borrowing. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which the Company is or will be a party, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) a letter from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, xxxxx xxon given upxx xxx xxxxxss instruction xxprexx xxxxxxction of the Company; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity of the Company, the General Partner and the Delegate in the States of Texas and Delaware. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect). (c) The Company shall have paid to Wachovia SecuritiesCapital Markets, Inc. LLC and the Administrative Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews & Kurth L.L.P. LLP pursuant to Section 9.03 all reasonxxxx xxes xxx xisbursements reasonable fees anx xxxxxxxxxxxxs invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans hereunder shall not become effective until the date on which each of its initial Loan is subject to the following conditions is satisfied or waived in accordance with Section 9.02conditions: (a) The Administrative Agent shall have received the following, each dated the initial Borrowing Date, except for the Loan Documents described in clauses (i) through (v) below which shall be dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Revolving Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the DelegateGeneral Partner, certifying, inter alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate General Partner (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate General Partner to execute and deliver the Loan Documents to which the Company is or will be a partyparty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate General Partner executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) a letter from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell Morrison & Patterson, Hecker L.L.P., counsel to the Company, xxxxx xxon given upox xxx xxxxxss instruction xxprexx xxxtruction of the Company; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity partnership of the CompanyCompany in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) All agreements relating to, and the organizational structure of, the Company and the Subsidiaries, and all organic documents of the Company and the Subsidiaries, shall be reasonably satisfactory to the Administrative Agent and the Syndication Agent. (d) The Company shall have paid to Wachovia SecuritiesFirst Union Capital Markets Corp., Inc. Banc of America Securities LLC, the Administrative Agent and the Administrative Syndication Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (de) The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (ef) The Company shall have paid to Andrews & Kurth L.L.P. pursuant to Section 9.03 all reasonxxxx xxes reasonable fees xxx xisbursements xxsbuxxxxxnts invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Borrowing. The obligations obligation of each Bank to make its initial Loan on the occasion of the Lenders initial Borrowing hereunder is subject to make Loans hereunder the conditions precedent that the Agent shall not become effective until have received on or before the date on which each of such initial Borrowing all of the following conditions is satisfied or waived following, each dated (unless otherwise indicated) the Effective Date, in accordance with Section 9.02form and substance reasonably satisfactory to the Bank Group and in such number of counterparts as may be reasonably requested by the Agent: (a) The Administrative Agent shall have received following Loan Documents duly executed by the following, each dated the Execution DatePersons indicated below: (i) this Agreement executed by the Borrower and each party hereto;member of the Bank Group, and (ii) if requested by any Lender, a Committed Note and a Competitive Note the Notes executed by the Company and payable to the order of such Lender;Borrower. (iiib) a A certificate of an officer a Responsible Officer and of the secretary or an assistant secretary of the Delegate, Borrower certifying, inter alia, (Ai) true and complete correct copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate Borrower (1A) authorizing the execution, delivery and performance by the Company Borrower of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunderhereunder and the consummation of the transactions contemplated thereby, (2B) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the date of the initial Borrowing Date and (3C) authorizing officers of the Delegate Borrower to execute and deliver the Loan Documents to which the Company it is or will be a partyparty and any related documents, (Bii) true and correct copies of the articles of incorporation and bylaws (or other similar charter documents) of the Borrower and (iii) the incumbency and specimen signatures of the officers of the Delegate Borrower executing any documents on its behalf and of it. (Cc) (1) that A certificate of a Responsible Officer of the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior Borrower certifying as to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation satisfaction of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default;conditions specified in this Article III. (ivd) a letter from CT Corporation SystemThe signed opinion of Fulbright & Xxxxxxxx L.L.P., Inc. special counsel to the Borrower, addressed to the Bank Group, in form and substance reasonably satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company;Bank Group. (ve) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, xxxxx xxon xxx xxxxxss instruction of the Company; and (vi) certificates Certificates of appropriate public officials as to the existence, existence and good standing and qualification to do business as a foreign entity of the Company, the General Partner and the Delegate Borrower in the States of Texas Nevada and DelawareTexas. (bf) The Administrative payment to the Bank Group of the fees due to them as of such date under the Loan Documents, the payment to the Agent shall be reasonably satisfied that of the fees due to it as of such date under the Fee Letter, and the payment of all required consents reasonable legal fees and approvals expenses of any Governmental Authority and any other Person Xxxxxxx Xxxxx LLP, special counsel to the Agent, in connection with the preparation of this Agreement and the other Loan Documents and the closing of this transaction. (g) All governmental and third party approvals necessary or, in the discretion of the Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect. (h) The Bank Group shall have received (i) audited consolidated financial statements of the Borrower for the two (2) most recent fiscal years ended prior to the Effective Date as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided. (i) There shall have been no Material Adverse Effect in regard to the financial condition, business, affairs, operations or control of Borrower and no change or event shall have occurred which would impair the ability of Borrower to perform its obligations hereunder or under any of the Loan Documents to which it is a party or of Agent or any Bank to enforce the obligations hereunder since the date of its financial statements most recently delivered to Agent. (j) The Bank Group shall have received such documentation and certificates as Agent may reasonably request confirming no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby or which could reasonably be expected to have a Material Adverse Effect on Borrower and its Subsidiaries taken as a whole, or in Agent’s judgment, would make it inadvisable to consummate the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where Agreement or any of the failure to obtain such approvals would not have a Material Adverse Effect)other Loan Documents. (ck) The Company shall have paid to Wachovia Securities, Inc. A certificate of a Responsible Officer of Borrower certifying that Borrower and the Administrative Agent its Subsidiaries are in compliance with all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Dateexisting Debt obligations. (dl) The Existing Credit Such other documents, certificates and opinions as the Agent may reasonably request relating to this Agreement shall have been terminated and all amounts outstanding thereunder paid in fullthe other Loan Documents. (e) The Company shall have paid to Andrews & Kurth L.L.P. pursuant to Section 9.03 all reasonxxxx xxes xxx xisbursements invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans hereunder shall not become effective until the date on which each of its initial Loan is subject to the following conditions is satisfied or waived in accordance with Section 9.02conditions: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Revolving Note and a Competitive Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the DelegateGeneral Partner, certifying, inter alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate General Partner (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate General Partner to execute and deliver the Loan Documents to which the Company is or will be a partyparty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate General Partner executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) a letter from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, xxxxx xxon xxx xxxxxss instruction givex xxxx xxe exxxxxx xxstruction of the Company; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity partnership of the CompanyCompany in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) All agreements relating to, and the organizational structure of, the Company and the Subsidiaries, and all organic documents of the Company and the Subsidiaries, shall be reasonably satisfactory to the Administrative Agent and the Syndication Agent. (d) The Company shall have paid to Wachovia First Union Securities, Inc. Inc., Banc of America Securities LLC, the Administrative Agent and the Administrative Syndication Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (de) The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (ef) The Company shall have paid to Andrews & Kurth L.L.P. pursuant to Section 9.03 all reasonxxxx xxes reasonable fees xxx xisbursements xxxburxxxxxts invoiced to the Company on or prior to the Execution Date.

Conditions Precedent to the Initial Borrowing. The obligations obligation of the Lenders each Lender to make Loans hereunder shall not become effective until the date on which each of its initial Loan is subject to the following conditions is satisfied or waived in accordance with Section 9.02conditions: (a) The Administrative Agent shall have received the following, each dated the Execution Date: (i) this Agreement executed by each party hereto; (ii) if requested by any Lender, a Committed Note and a Competitive Revolving Note executed by the Company and payable to the order of such Lender; (iii) a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia, (A) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreement, as amended and in effect, of the Company, the bylaws, as amended and in effect, of the General Partner and the resolutions adopted by the Board of Directors of the Delegate (1) authorizing the execution, delivery and performance by the Company of this Agreement and the other Loan Documents to which it is or will be a party and the Borrowings to be made hereunder, (2) approving the forms of the Loan Documents to which it is a party and which will be delivered at or prior to the initial Borrowing Date and (3) authorizing officers of the Delegate to execute and deliver the Loan Documents to which the Company is or will be a partyparty and any related documents, including any agreement contemplated by this Agreement, (B) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf and (C) (1) that the representations and warranties made by the Company in each Loan Document to which the Company is a party and which will be delivered at or prior to the initial Borrowing Date are true and correct in all material respects, (2) the absence of any proceedings for the dissolution or liquidation of the Company and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) a letter from CT Corporation System, Inc. in form and substance satisfactory to the Administrative Agent evidencing the obligation of CT Corporation System, Inc. to accept service of process in the State of New York on behalf of the Company; (v) a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Patterson, L.L.P., counsel to the Company, xxxxx xxon given xxxx xxx xxxxxss instruction exprexx xxxxxxction of the Company; and (vi) certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign entity partnership of the CompanyCompany in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure so to qualify would, the General Partner and the Delegate in the States of Texas and Delawareindividually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall be reasonably satisfied that all required consents and approvals of any applicable Governmental Authority and any other Person in connection with the transactions contemplated by this Section 3.01 shall have been obtained and remain in effect (except where the failure to obtain such approvals would not have a Material Adverse Effect), and all applicable waiting periods shall have expired (or been waived) without any action being taken by any Governmental Authority. (c) All agreements relating to, and the organizational structure of, the Company and the Subsidiaries, and all organizational documents of the Company and the Subsidiaries, shall be reasonably satisfactory to the Administrative Agent and the Syndication Agent. (d) The Company shall have paid to Wachovia J.P. Morgan Securities Inc., First Union Securities, Inc. Inc., the Axxxxxxxxxxxve Agent and the Administrative Syndication Agent all fees and expenses pursuant to the Fee Letter agreed upon by such parties to be paid on or prior to the Execution Date. (d) The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder paid in full. (e) The Company shall have paid to Andrews Vinson & Kurth Elkins L.L.P. pursuant to Section 9.03 all reasonxxxx xxes reasonable fexx xxx xisbursements dixxxxxxments invoiced to the Company on or prior to the Execution Date. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on March 31, 2002 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).