Common use of Conditions Precedent to the Loans Clause in Contracts

Conditions Precedent to the Loans. The obligation of each Bank to make the initial Revolving Credit Advances and the obligation of the Agent to issue any Letter of Credit is subject to the Agent having received, on or before the day on which such Loans are to be made, all of the following which shall be in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each Bank: (A) A copy, certified in writing as of the date hereof by the Secretary or Assistant Secretary of each Borrower, of (1) resolutions of the Board of Directors of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes; (B) Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the Agent; (C) A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Notes and the other documents or certificates of such Borrower to be executed and delivered pursuant hereto. The Banks may conclusively rely on, and shall be protected in acting upon, such certificate until it shall receive a further certificate by the Secretary or an Assistant Secretary of such Borrower amending the prior certificate; (D) This Agreement duly executed by the Borrowers; (E) The Notes duly executed by the Borrowers; (F) Payment by the Borrowers of all Fees then due; (G) Copies of the Bylaws of each Borrower, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower; (H) With respect to each Borrower, certificates dated within thirty (30) days of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by the Secretary of State (or similar official) of each jurisdiction in which such Borrower is incorporated or is qualified to do business, stating that such Borrower is a corporation duly incorporated or authorized to do business, as the case may be, and in good standing under the laws of such jurisdiction; (I) For each Borrower, a certificate dated the date of this Agreement and executed by the chief executive officer, in each case on behalf of such Borrower, confirming that (1) no Event of Default or Unmatured Event of Default has occurred or is continuing as of the Closing Date, (2) each of the representations and warranties made in this Agreement by such entity are true and correct in all material respects as of the date of this Agreement and of the Closing Date (or, to the extent any such representation or warranty expressly relates to a specific date, as of such specific date), (3) such entity has fully performed each and every covenant to be performed by such Borrower on or prior to the Closing Date and, for covenants contained in Sections 6.24 through 6.27, computations demonstrating compliance with such covenants, (4) that each Borrower is "solvent" (as defined in such certificate) after giving effect to these transactions, and (5) such entity has satisfied each of the conditions set forth in this Article IV (to the extent required to be satisfied by such entity on or prior to the Closing Date). (J) The results of Uniform Commercial Code, judgment, and bankruptcy searches of the jurisdictions listed in Schedule 3.4 showing no Liens or judgments against any Borrower or any of their assets which would violate Section 6.4; and; (K) A certificate of insurance evidencing property insurance, business interruption coverage insurance, and workmen's compensation and commercial general liability insurance, providing such level of coverage and otherwise in form and substances reasonably satisfactory to Agent. Each policy of insurance must be issued by an insurance company reasonably satisfactory to the Agent, must not be in arrears as to the payment of premiums, and must provide that it will not be terminated without at least thirty (30) days prior written notice to the Agent and must name Agent as mortgagee/loss payee for the account of the Banks; (L) Financial statements for the year ended December 31, 1998, Interim Financial Statements as of September 30, 1999, and copies of all reports delivered to the Securities and Exchange Commission; (M) Financial projections prepared by MTI for the next succeeding three (3) years reasonably acceptable to the Banks; (N) UCC-1 financing statements for all jurisdictions requested by the Agent; (O) UCC-3 termination statements from parties holding liens which are not permitted in accordance herewith; (P) The Landlord's Waivers and waivers from mortgagees of the landlords; (Q) A Subrogation and Contribution Agreement executed by each Borrower; and (R) such other documents as may be reasonably requested by the Agent, the Banks or its or their counsel.

Conditions Precedent to the Loans. The obligation of each Bank Lender to make its initial Loan or for the initial Revolving Credit Advances and the obligation of the Agent Issuing Lender to issue any its initial Letter of Credit hereunder is subject to the Agent having received, on or before the day on which such Loans are to be made, all satisfaction of the following which shall be in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each Bankconditions precedent: (Aa) A copyThe Administrative Agent shall have received, certified in writing as of the date hereof duly authorized, executed and delivered by the Secretary or Assistant Secretary of each BorrowerPerson that is a party thereto, of (1) resolutions of the Board of Directors of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes; (B) Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the AgentLenders, each of the following: (i) Each of the following Loan Documents (together with all exhibits thereto) dated on or as of the Effective Date: (A) this Credit Agreement; and (B) each of the Notes requested by any Lender; (Cii) A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Notes and the other documents or certificates of such Borrower to be executed and delivered pursuant hereto. The Banks may conclusively rely on, and shall be protected in acting upon, such certificate until it shall receive a further certificate by the Secretary or an Assistant Secretary of such Borrower amending the prior certificate; (D) This Agreement duly executed by the Borrowers; (E) The Notes duly executed by the Borrowers; (F) Payment by the Borrowers of all Fees then due; (G) Copies of the Bylaws of each Borrower, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower, dated the Effective Date, certifying as to (A) the adoption and continuing effect of resolutions of the board of directors of Borrower authorizing the transactions contemplated hereby and by the other Loan Documents; (B) the Certificate of Incorporation of Borrower and all amendments thereto, (C) the Bylaws of Borrower and all amendments thereto, and (D) the incumbency of all officers of Borrower who will execute or have executed any document or instrument required to be delivered hereunder, containing the signature of same; (HA) With respect to each Borrower, certificates dated within thirty (30) days a certificate of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by existence and good standing from the Secretary of State (or similar official) of each jurisdiction in which such Borrower is incorporated or is qualified the State of Delaware and certificates of authorization to do businessbusiness and good standing in the States of Colorado, stating that such Borrower is Oklahoma, North Dakota, Wyoming, and Utah, each dated no more than 30 days prior to the Effective Date; (B) with respect to Plains Petroleum Operating Company, a corporation duly incorporated or authorized certificate of existence and good standing from the Secretary of State of Delaware and certificates of authorization to do business, as the case may be, business and in good standing under in the laws States of such jurisdictionColorado, Kansas and Wyoming, each dated no more than 30 days prior to the Effective Date; (C) with respect to Plains Petroleum Company, a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date; (D) with respect to Xxxxxxx Fuels Corporation, a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date; (E) with respect to Plains Petroleum Gathering Company, a certificate of existence and good standing from the Secretary of State of Delaware and certificates of authorization to do business and good standing in the States of Colorado and Kansas, each dated no more than 30 days prior to the Effective Date; (F) with respect to Fort Union Gas Gathering, L.L.C., a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date; (G) with respect to Bargath, Inc., a certificate of existence and good standing from the Secretary of State of Colorado and a certificate of authorization to do business and good standing in the State of Wyoming, each dated no more than 30 days prior to the Effective Date; and (H) with respect to each of Xxxxxxx Resources International Corporation and Xxxxxxx Resources (Peru) Corporation, a certificate of existence and good standing from the Secretary of State of Delaware and a certificate of authorization to do business and good standing in the State of Colorado, each dated no more than 30 days prior to the Effective Date. (iv) The Opinion of Borrower's Counsel; (I) For each Borrower, a certificate dated the date of this Agreement and executed by the chief executive officer, in each case on behalf of such Borrower, confirming that (1) no Event of Default or Unmatured Event of Default has occurred or is continuing as of the Closing Date, (2) each of the representations and warranties made in this Agreement by such entity are true and correct in all material respects as of the date of this Agreement and of the Closing Date (or, to the extent any such representation or warranty expressly relates to a specific date, as of such specific date), (3) such entity has fully performed each and every covenant to be performed by such Borrower on or prior to the Closing Date and, for covenants contained in Sections 6.24 through 6.27, computations demonstrating compliance with such covenants, (4) that each Borrower is "solvent" (as defined in such certificate) after giving effect to these transactions, and (5) such entity has satisfied each of the conditions set forth in this Article IV (to the extent required to be satisfied by such entity on or prior to the Closing Date). (J) The results of Uniform Commercial Code, judgment, and bankruptcy searches of the jurisdictions listed in Schedule 3.4 showing no Liens or judgments against any Borrower or any of their assets which would violate Section 6.4; and; (Kv) A certificate of insurance coverage evidencing property insurancethat all insurance required to be obtained and maintained by Borrower and its Subsidiaries as of the Effective Date pursuant to any of the Loan Documents is in full force and effect; (vi) The Initial Financial Statements and such other financial information, business interruption coverage insurance, regarding Borrower or its Subsidiaries as the Administrative Agent or any Lender may reasonably request. All of such financial statements and workmen's compensation and commercial general liability insurance, providing such level of coverage and otherwise in form and substances reasonably satisfactory to Agent. Each policy of insurance must financial information shall be issued by an insurance company reasonably satisfactory to the Agent, must not be in arrears as to the payment of premiums, Lenders; (vii) For its account and must provide that it will not be terminated without at least thirty (30) days prior written notice to the Agent and must name Agent as mortgagee/loss payee for the account of each Lender, as applicable, all fees and expenses due and payable hereunder on or before the BanksEffective Date and invoiced to Borrower in writing prior to the Effective Date; including pursuant to the Fee Letter; (Lviii) Financial statements for the year ended December 31, 1998, Interim Financial Statements as of September 30, 1999, and copies of all reports delivered Evidence satisfactory to the Securities Administrative Agent that, concurrently with the initial Loans, the Existing Credit Agreement will be terminated and Exchange Commissionall amounts owing thereunder will be paid in full; (Mix) Financial projections prepared by MTI for the next succeeding three (3) years reasonably acceptable to the Banks; (N) UCC-1 financing statements for all jurisdictions requested Borrower's Marketing Business Plan and Risk Management Policy adopted by the Agent; (O) UCC-3 termination statements from parties holding liens which are not permitted in accordance herewith; (P) The Landlord's Waivers and waivers from mortgagees Board of the landlords; (Q) A Subrogation and Contribution Agreement executed by each BorrowerDirectors of Borrower on November 16, 2000; and (Rx) such Such other certificates, opinions, documents and instruments relating to the transactions contemplated hereby as may be have been reasonably requested by the AgentAdministrative Agent or any Lender. (i) The representation and warranties of Borrower contained in Article IV and, in all material respects, in each of the Banks other Loan Documents to which Borrower is a party shall be true and correct on the Effective Date both before and after giving effect to the making of the initial Loans or its the issuance of the initial Letter of Credit; (ii) no Default or their counselEvent of Default shall have occurred and be continuing on the Effective Date either before or after giving effect to the making of the initial Loans or the issuance of the initial Letter of Credit; and (iii) except as disclosed in Borrower's 10-Q for the Fiscal Quarter ended June 30, 2000, no Material Adverse Effect shall have occurred since December 31, 1999; and (c) Such other conditions precedent which the Administrative Agent may reasonably have requested or required.

Conditions Precedent to the Loans. The obligation of each Bank Notwithstanding anything to make the initial Revolving Credit Advances and contrary in this Agreement, the obligation of any Bank or the Agent Swingline Lender to issue make any Letter of Credit Loans hereunder on the initial Borrowing Date following the Closing Date is subject to the Agent having received, on or before the day on which such Loans are to be made, all each of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each BankAdministrative Agent: (A1) A copythe Notes, certified in writing as duly executed and delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) the Subsidiary Guaranty, duly executed and delivered by each of the date hereof by Guarantor Subsidiaries; (4) a Covenant Compliance Certificate, for the Secretary or Assistant Secretary fiscal quarter ending September 30, 2006, which sets forth in reasonable detail the computations necessary to determine whether the Borrower and its Subsidiaries were in compliance with the financial covenants set forth in this Agreement for such quarter (assuming the financial covenants set forth in this Agreement were in effect during such quarter); (5) Certified copies of the resolutions of the respective Boards of Directors for the Borrower and each of the Guarantor Subsidiaries authorizing the making and performance, in the case of the Borrower, of (1) resolutions of the Board of Directors of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes; (B) Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the Agent; (C) A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Notes and the all other documents or certificates of such Borrower to be executed and delivered pursuant hereto. The Banks may conclusively rely onCredit Documents, and shall be protected in acting uponthe case of the Guarantor Subsidiaries, such certificate until it shall receive a further certificate by of the Secretary or an Assistant Secretary of such Borrower amending Subsidiary Guaranty, and the prior certificatetransactions contemplated hereby and thereby; (D6) This Agreement duly executed by the Borrowers; (E) The Notes duly executed by the Borrowers; (F) Payment by the Borrowers A certificate of all Fees then due; (G) Copies appropriate officers of the Bylaws Borrower and each of the Guarantor Subsidiaries in respect of each Borrower, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower; its officers (HA) With respect to each Borrower, certificates dated within thirty (30) days of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by the Secretary of State (or similar official) of each jurisdiction in which such Borrower who is incorporated or is qualified to do business, stating that such Borrower is a corporation duly incorporated or authorized to do businessexecute and deliver, as the case may be, this Agreement, the Notes, the Subsidiary Guaranty and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in good standing under connection with, as the laws of case may be, this Agreement, the Subsidiary Guaranty and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such jurisdictioncertificate until it receives notice in writing from the Borrower or such Guarantor Subsidiary to the contrary); (I7) For each If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (8) An opinion of Rxxxx X. Xxxx, General Counsel to the Borrower, a certificate dated addressing such matters and in such form as the Administrative Agent may reasonably require; and (9) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, prospects, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of this Agreement and executed by the chief executive officer, in each case on behalf of such Borrower, confirming that (1) no Event of Default or Unmatured Event of Default has occurred or is continuing as most recent financial statement of the Closing Date, Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (2c) each No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of the transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, prospects, financial condition or capitalization of the Borrower or the Guarantor Subsidiaries, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) All representations and warranties made by the Borrower and the Guarantor Subsidiaries herein or in this Agreement by such entity any of the other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true and correct in all material respects as of the date of this Agreement each Loan as if made on and of the Closing Date (or, to the extent any such representation or warranty expressly relates to a specific date, as of such specific date), . (3e) such entity has fully performed each No Default or Event of Default shall have occurred and every covenant to be performed by such Borrower on continuing as of the date of any Loan or prior to the Closing Date and, for covenants contained in Sections 6.24 through 6.27, computations demonstrating compliance with such covenants, (4) that each Borrower is "solvent" (as defined in such certificate) after giving effect to these transactions, and (5) such entity has satisfied each of the conditions set forth in this Article IV (to the extent required to be satisfied by such entity on or prior to the Closing Date)any Loan. (Jf) The results Loans, the use of Uniform Commercial Codethe proceeds thereof, judgmentthe other transactions contemplated by this Agreement and the other Credit Documents, and bankruptcy searches of the jurisdictions listed in Schedule 3.4 showing no Liens or judgments against any Borrower or any of their assets which would violate Section 6.4; and; (K) A certificate of insurance evidencing property insurance, business interruption coverage insurance, and workmen's compensation and commercial general liability insurance, providing such level of coverage and otherwise in form and substances reasonably satisfactory to Agent. Each policy of insurance must be issued by an insurance company reasonably satisfactory to the Agent, must not be in arrears as to the payment of premiums, and must provide that it will not be terminated without at least thirty (30) days prior written notice to the Agent and must name Agent as mortgagee/loss payee for the account of the Banks; (L) Financial statements for the year ended December 31, 1998, Interim Financial Statements as of September 30, 1999, and copies of all reports delivered to the Securities and Exchange Commission; (M) Financial projections prepared by MTI for the next succeeding three (3) years reasonably acceptable to the Banks; (N) UCC-1 financing statements for all jurisdictions requested performance thereof by the Agent; (O) UCC-3 termination statements from parties holding liens which are not permitted in accordance herewith; (P) The Landlord's Waivers and waivers from mortgagees of the landlords; (Q) A Subrogation and Contribution Agreement executed by each Borrower; and (R) such other documents as may be reasonably requested by the Agent, Borrower and/or the Banks shall not violate, contravene, or its or their counselconflict with, any Requirement of Law.

Conditions Precedent to the Loans. The obligation of each Bank Notwithstanding anything to make the initial Revolving Credit Advances and contrary in this Agreement, the obligation of any Bank or the Agent Swingline Lender to issue make any Letter of Credit Loans hereunder on the initial Borrowing Date following the Closing Date is subject to the Agent having received, on or before the day on which such Loans are to be made, all each of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each BankAdministrative Agent: (A1) the Notes, duly executed and delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) the Subsidiary Guaranty, duly executed and delivered by each of the Guarantor Subsidiaries; (4) A copy, certified Notice of Authorized Borrowers in writing the form attached hereto as Exhibit H; (5) Certified copies of the date hereof by resolutions of the Secretary or Assistant Secretary respective Boards of Directors for the Borrower and each of the Guarantor Subsidiaries authorizing the making and performance, in the case of the Borrower, of (1) resolutions of the Board of Directors of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes; (B) Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the Agent; (C) A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Notes and the all other documents or certificates of such Borrower to be executed and delivered pursuant hereto. The Banks may conclusively rely onCredit Documents, and shall be protected in acting uponthe case of the Guarantor Subsidiaries, such certificate until it shall receive a further certificate by of the Secretary or an Assistant Secretary of such Borrower amending Subsidiary Guaranty, and the prior certificatetransactions contemplated hereby and thereby; (D6) This Agreement duly executed by the Borrowers; (E) The Notes duly executed by the Borrowers; (F) Payment by the Borrowers A certificate of all Fees then due; (G) Copies appropriate officers of the Bylaws Borrower and each of the Guarantor Subsidiaries in respect of each Borrower, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower; its officers (HA) With respect to each Borrower, certificates dated within thirty (30) days of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by the Secretary of State (or similar official) of each jurisdiction in which such Borrower who is incorporated or is qualified to do business, stating that such Borrower is a corporation duly incorporated or authorized to do businessexecute and deliver, as the case may be, this Agreement, the Notes, the Subsidiary Guaranty and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in good standing under connection with, as the laws of case may be, this Agreement, the Subsidiary Guaranty and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such jurisdictioncertificate until it receives notice in writing from the Borrower or such Guarantor Subsidiary to the contrary); (I7) For each If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (8) An opinion of counsel to the Borrower, a certificate dated addressing such matters and in such form as the Administrative Agent may reasonably require; and (9) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, prospects, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of this Agreement and executed by the chief executive officer, in each case on behalf of such Borrower, confirming that (1) no Event of Default or Unmatured Event of Default has occurred or is continuing as most recent financial statement of the Closing Date, Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (2c) each No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of the transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, prospects, financial condition or capitalization of the Borrower or the Guarantor Subsidiaries, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) All representations and warranties made by the Borrower and the Guarantor Subsidiaries herein or in this Agreement by such entity any of the other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true and correct in all material respects as of the date of this Agreement each Loan as if made on and of the Closing Date (or, to the extent any such representation or warranty expressly relates to a specific date, as of such specific date), . (3e) such entity has fully performed each No Default or Event of Default shall have occurred and every covenant to be performed by such Borrower on continuing as of the date of any Loan or prior to the Closing Date and, for covenants contained in Sections 6.24 through 6.27, computations demonstrating compliance with such covenants, (4) that each Borrower is "solvent" (as defined in such certificate) after giving effect to these transactions, and (5) such entity has satisfied each of the conditions set forth in this Article IV (to the extent required to be satisfied by such entity on or prior to the Closing Date)any Loan. (Jf) The results Loans, the use of Uniform Commercial Codethe proceeds thereof, judgmentthe other transactions contemplated by this Agreement and the other Credit Documents, and bankruptcy searches the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (g) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the jurisdictions listed Credit Documents (in Schedule 3.4 showing no Liens or judgments against any Borrower or any of their assets which would violate accordance with Section 6.4; and; (K9.3(a) A certificate of insurance evidencing property insurance, business interruption coverage insurance, and workmen's compensation and commercial general liability insurance, providing such level of coverage and otherwise in form and substances reasonably satisfactory to Agent. Each policy of insurance must be issued by an insurance company reasonably satisfactory to the Agent, must not be in arrears as to the payment of premiums, and must provide that it will not be terminated without at least thirty (30) days prior written notice to the Agent and must name Agent as mortgagee/loss payee for the account case of the Banks; (L) Financial statements for the year ended December 31, 1998, Interim Financial Statements as of September 30, 1999, and copies of all reports delivered to the Securities and Exchange Commission; (M) Financial projections prepared by MTI for the next succeeding three (3) years reasonably acceptable to the Banks; (N) UCC-1 financing statements for all jurisdictions requested by the Agent; (O) UCC-3 termination statements from parties holding liens which are not permitted in accordance herewith; (P) The Landlord's Waivers and waivers from mortgagees initial making of the landlords; (Q) A Subrogation and Contribution Agreement executed by each Borrower; and (R) such other documents as may be reasonably requested by the Agent, the Banks or its or their counselLoans).

Conditions Precedent to the Loans. The Notwithstanding anything to the contrary in this Agreement, the obligation of each any Bank to make any Loans hereunder on the initial Revolving Credit Advances and Borrowing Date following the obligation of the Agent to issue any Letter of Credit Closing Date is subject to the Agent having received, on or before the day on which such Loans are to be made, all each of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each BankAdministrative Agent: (A1) replacement Revolving Credit Notes, duly executed and delivered by the Borrower; (2) this Agreement, duly executed and delivered by the Borrower; (3) A copy, certified Notice of Authorized Borrowers in writing the form attached hereto as Exhibit G; (4) Certified copies of the date hereof by the Secretary or Assistant Secretary of each Borrower, of (1) executed resolutions of the Board of Directors for the Borrower authorizing the making and performance of such Borrower evidencing approval of this Agreement and the Notes and other matters contemplated hereby and (2) each document evidencing any other necessary corporate action and any required approvals from governmental authorities for each Borrower with respect to this Agreement or the Notes; (B) Favorable opinions of counsel for each Borrower acceptable to the Agent dated the date hereof in form and substance reasonably satisfactory to the Agent; (C) A certificate dated the date hereof by the Secretary or an Assistant Secretary of each Borrower as to the names and signatures of the officers of such Borrower authorized to sign this Agreement, the Revolving Credit Notes and all other Credit Documents and the other documents or certificates of such Borrower to be executed transactions contemplated hereby and delivered pursuant hereto. The Banks may conclusively rely on, and shall be protected in acting upon, such certificate until it shall receive a further certificate by the Secretary or an Assistant Secretary of such Borrower amending the prior certificatethereby; (D5) This Agreement duly executed by the Borrowers; (EA certificate of appropriate officer(s) The Notes duly executed by the Borrowers; (F) Payment by the Borrowers of all Fees then due; (G) Copies of the Bylaws of each Borrower, certified as true, correct and complete by such Borrower's Secretary or Assistant Secretary on behalf of such Borrower; Borrower (HA) With respect to each Borrower, certificates dated within thirty (30) days of the date hereof for United States jurisdictions and, as the Agent may require, for jurisdictions outside the United States, issued by the Secretary of State (or similar official) of each jurisdiction in which such Borrower who is incorporated or is qualified to do business, stating that such Borrower is a corporation duly incorporated or authorized to do businessexecute and deliver, as the case may be, this Agreement, the Revolving Credit Notes and all other Credit Documents, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purpose of signing documents and giving notices and other communications in good standing under connection with, as the laws of case may be, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby (and the Administrative Agent and the Banks may conclusively rely on such jurisdictioncertificate until it receives notice in writing from the Borrower to the contrary); (I6) For each If requested by the Administrative Agent, certificates of all liability insurance policies required by this Agreement and the other Credit Documents naming the Administrative Agent, in its capacity as Administrative Agent for the Banks, as an additional insured thereunder; (7) An opinion of counsel to the Borrower, a certificate dated addressing such matters and in such form as the Administrative Agent may reasonably require; and (8) Such other documents as the Administrative Agent may reasonably request. (b) No material adverse change in the assets, business, operations, financial condition, liabilities or capitalization of the Borrower shall have occurred since the date of this Agreement and executed by the chief executive officer, in each case on behalf of such Borrower, confirming that (1) no Event of Default or Unmatured Event of Default has occurred or is continuing as most recent financial statement of the Closing Date, Borrower and its consolidated Subsidiaries delivered to the Administrative Agent and the Banks. (2c) each No litigation or similar proceeding shall exist or be threatened with respect to the making of the Loans or consummation of the transactions contemplated hereby, and no Requirement of Law shall have been promulgated or deemed applicable which is likely to have a material adverse effect on the assets, liabilities, operations, business, financial condition or capitalization of the Borrower or the Subsidiaries taken as a whole, on the timely payment of the principal of or interest on the Loans, or the enforceability of this Agreement, the Revolving Credit Notes or any of the other Credit Documents, or the Banks’ rights and remedies hereunder or thereunder. (d) All representations and warranties made by the Borrower or in this Agreement by such entity any of the other Credit Documents, or in any certificate or statement furnished in connection with the Loans or otherwise, are true and correct in all material respects as of the date of this Agreement each Loan as if made on and of the Closing Date (or, to the extent any such representation or warranty expressly relates to a specific date, as of such specific date), . (3e) such entity has fully performed each No Default or Event of Default shall have occurred and every covenant to be performed by such Borrower on continuing as of the date of any Loan or prior to the Closing Date and, for covenants contained in Sections 6.24 through 6.27, computations demonstrating compliance with such covenants, (4) that each Borrower is "solvent" (as defined in such certificate) after giving effect to these transactions, and (5) such entity has satisfied each of the conditions set forth in this Article IV (to the extent required to be satisfied by such entity on or prior to the Closing Date)any Loan. (Jf) The results Loans, the use of Uniform Commercial Codethe proceeds thereof, judgmentthe other transactions contemplated by this Agreement and the other Credit Documents, and bankruptcy searches the performance thereof by the Borrower and/or the Banks shall not violate, contravene, or conflict with, any Requirement of Law. (g) Borrower shall have paid all fees, out of pocket costs and expenses to the Administrative Agent, Banks and third parties related to the extension of credit by the Banks and the preparation and execution of the jurisdictions listed Credit Documents (in Schedule 3.4 showing no Liens or judgments against any Borrower or any of their assets which would violate accordance with Section 6.4; and; (K9.3(a) A certificate of insurance evidencing property insurance, business interruption coverage insurance, and workmen's compensation and commercial general liability insurance, providing such level of coverage and otherwise in form and substances reasonably satisfactory to Agent. Each policy of insurance must be issued by an insurance company reasonably satisfactory to the Agent, must not be in arrears as to the payment of premiums, and must provide that it will not be terminated without at least thirty (30) days prior written notice to the Agent and must name Agent as mortgagee/loss payee for the account case of the Banks; (L) Financial statements for the year ended December 31, 1998, Interim Financial Statements as of September 30, 1999, and copies of all reports delivered to the Securities and Exchange Commission; (M) Financial projections prepared by MTI for the next succeeding three (3) years reasonably acceptable to the Banks; (N) UCC-1 financing statements for all jurisdictions requested by the Agent; (O) UCC-3 termination statements from parties holding liens which are not permitted in accordance herewith; (P) The Landlord's Waivers and waivers from mortgagees initial making of the landlords; (Q) A Subrogation and Contribution Agreement executed by each Borrower; and (R) such other documents as may be reasonably requested by the Agent, the Banks or its or their counselLoans).