Common use of Conditions to Restatement Clause in Contracts

Conditions to Restatement. The effectiveness of this Agreement is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Designated Officer of the Borrower, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Date; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to the names, offices and true signatures of the Designated Officers of the Borrower authorized to execute and deliver this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in California; (v) a favorable opinion of internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Restatement Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuing. (i) Upon the reasonable request of any Lender made at least five days prior to the Restatement Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Restatement Date and (ii) at least two days prior to the Restatement Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification. (c) Any fees required to be paid on or before the Restatement Date pursuant to the Fee Letters shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

Conditions to Restatement. The closing and effectiveness of this Agreement is subject to satisfaction the satisfaction, immediately prior to or waiver concurrently with such closing on the Restatement Effective Date, of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingAgent (or its counsel) shall have received (i) this Agreement, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), or telecopies (followed promptly by originals) unless otherwise specified, each properly executed and delivered by a Designated Officer duly authorized officer of the Borrower, by the Required Lenders under the Original Agreement, by each dated Lender with a greater Commitment under this Agreement than under the Original Agreement, and by each Lender on the Restatement Effective Date not a party to the Original Agreement, and (orii) the MLP Guaranty, in executed and delivered by a duly authorized officer of the case of certificates of governmental officials, a recent date before the Restatement Date) MLP and each satisfactory in form and substance to the Administrative Agent. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Andrews & Kurth L.L.P., counsel for the Borrower and the MLP and (ii) Xxxxxey X. Xxrron, in-house counsel of Valero, collectively providinx xxx xxxxxxxx xxt forth in Exhibit B, and each such opinion covering such other matters relating to the Borrower, the General Partner, the MLP, this Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests each such counsel to deliver its applicable opinion to the Administrative Agent and the Lenders. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the General Partner, the MLP, the authorization of the Transactions, and any other legal matters relating to the Borrower, the General Partner, the MLP, the Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Date; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to the names, offices and true signatures of the Designated Officers of the Borrower authorized to execute and deliver this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in California; (v) a favorable opinion of internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Restatement Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuing. (i) Upon the reasonable request of any Lender made at least five days prior to the Restatement Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Restatement Date and (ii) at least two days prior to the Restatement Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification. (c) Any fees required to be paid on or before the Restatement Date pursuant to the Fee Letters shall have been paidcounsel. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from a certificate, dated the Restatement Effective Date and signed by the President, Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. 40 (e) The Administrative Agent shall have received (i) counterpart originals of the Partnership Agreement (MLP) substantially in the form filed as Exhibit 3.4 to the MLP's annual report on Form 10-K for the fiscal year ended December 31, 2001, as amended by the First Amendment (filed as Exhibit 3.5 to the 10-K) and the Reorganization Agreement, dated as of May 30, 2002, filed as Exhibit 99.1 to the MLP's current report on Form 8-K on June 6, 2002, the Omnibus Agreement, the Transportation Agreement, the Indenture and the Partnership Agreement (Borrower) in form and substance acceptable to the Lenders, in each case duly executed by each of the parties thereto and (ii) evidence satisfactory to the Lenders that the Partnership Agreement (Borrower), the Omnibus Agreement, the Transportation Agreement, the Indenture and the Partnership Agreement (MLP) are in full force and effect and have not been amended or modified except to the extent such Lender amendments or modifications have been delivered to the Administrative Agent, which evidence may be in the form of a certificate of the President or a Vice President (or equivalent officer) of the Borrower. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the proposed Restatement Effective Date specifying (including all fees due and payable on or prior to such time pursuant to Section 2.10 of the Original Agreement), including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall have received satisfactory evidence regarding the scope and materiality of any environmental risks affecting the properties of the Borrower and its objection theretosubsidiaries. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit under this Agreement 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 6, 2003.

Conditions to Restatement. The effectiveness of this Agreement is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Designated Officer of the Borrower, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Date; (iii) a certificate such certificates of the Secretary resolutions or an Assistant Secretary other action, incumbency certificates and/or other certificates of the Borrower certifying as to the names, offices and true signatures of the Designated Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Designated Officer thereof authorized to execute and deliver act as a Designated Officer in connection with this Agreement and the other Loan DocumentsDocuments to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of that the Borrower is validly existing, in good standing with respect and qualified to the Borrower engage in business in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in California; (v) a favorable opinion of Xxxxx Xxxxx, internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and; (vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Restatement Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuingcontinuing and (D) the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or Required Lenders reasonably may require. (i) Upon the reasonable request of any Lender made at least five days prior to the Restatement Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Restatement Date and (ii) at least two days prior to the Restatement Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification. (cb) Any fees required to be paid on or before the Restatement Date pursuant to the Fee Letters shall have been paid. (dc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Restatement Date shall have occurred on or before December 31, 2011. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

Conditions to Restatement. The effectiveness of this Agreement is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Designated Officer of the Borrower, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Date; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to the names, offices and true signatures of the Designated Officers of the Borrower authorized to execute and deliver this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in California; (v) a favorable opinion of internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Restatement Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuingcontinuing and (D) the Borrower shall be in compliance with all the terms and provisions of the Loan Documents. (i) Upon the reasonable request of any Lender made at least five days prior to the Restatement Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Restatement Date and (ii) at least two days prior to the Restatement Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification. (cb) Any fees required to be paid on or before the Restatement Date pursuant to the Fee Letters shall have been paid. (dc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Restatement Date shall have occurred on or before October 20, 2014. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

Conditions to Restatement. The effectiveness of this Agreement is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Designated Officer of the Borrower, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Date; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to the names, offices and true signatures of the Designated Officers of the Borrower authorized to execute and deliver this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in California; (v) a favorable opinion of internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Restatement Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuing. (i) Upon the reasonable request of any Lender made at least five days prior to the Restatement Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Restatement Date and (ii) at least two days prior to the Restatement Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then the Borrower shall have delivered to each Lender that so requests a Beneficial Ownership Certification. (cb) Any fees required to be paid on or before the Restatement Date pursuant to the Fee Letters shall have been paid. (dc) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.