Common use of Conditions to First Extension of Credit Clause in Contracts

Conditions to First Extension of Credit. The obligation of the Banks to make the first extension of credit hereunder, whether in the form of a Borrowing or the issuance of a Letter of Credit by the Issuing Bank, is subject to the following conditions precedent (any one or more of which the Banks may waive in their sole discretion): (a) The Administrative Agent shall have received the following original executed documents (in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent in sufficient number for the Administrative Agent and each Bank): (i) this Agreement; (ii) each Note; (iii) the Guaranty; (iv) the Opinion of Counsel; (v) a certified copy of resolutions of the board of directors of the Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi) a certified copy of resolutions of the board of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor; (vii) a Borrowing Base Certificate calculated as of September 30, 1999, showing the Company to be in compliance with SECTIONS 2.6 AND 7.4; and (viii) such other agreements, instruments and documents as any Bank shall reasonably request. (b) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and legal counsel to the Administrative Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Maryland, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties. (c) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all Indebtedness under the Second Amended and Restated Credit Agreement among the Company, certain lenders, certain co-agents, certain documentation and syndication agents and NationsBank, N.A., as administrative agent, dated as of June 24, 1997 (the "Existing Credit Agreement") shall have been simultaneously paid in full and such agreement shall have been terminated. (d) The Company shall have paid all fees due hereunder which have been invoiced.

Conditions to First Extension of Credit. The obligation of the Banks Lenders to make the first extension of credit hereunder, whether in the form of a Borrowing or the issuance of a Letter of Credit by the Issuing BankL/C Issuer, is subject to the following conditions precedent (any one or more of which the Banks Lenders may waive in their sole discretion): (a) The Administrative Agent shall have received the following original executed documents (in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent in sufficient number for the Administrative Agent and each BankLender): (i1) this Agreement; (ii2) each Note; (iii3) the Guaranty; (iv4) the Opinion of Counsel; (v5) a certified copy of resolutions of the board of directors of the Company authorizing the execution of the Loan Documents, together with an incumbency certificate executed by the corporate secretary of the Company; (vi6) a certified copy of resolutions of the board of directors of each Guarantor authorizing the execution of the Guaranty, together with an incumbency certificate executed by the corporate secretary of each Guarantor; (vii7) a Borrowing Base Certificate calculated as of September June 30, 19992002, showing the Company to be in compliance with SECTIONS Sections 2.6 AND and 7.4; and (viii) 8) such other agreements, instruments and documents as any Bank Lender shall reasonably request. (b) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and legal counsel to the Administrative Agent that the Company has been duly incorporated, validly exists and is in good standing under the laws of the State of Maryland, is duly qualified to do business as, and is in good standing as, a foreign corporation in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, and has all requisite power and authority to conduct its business and to own and lease its properties. (c) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all Indebtedness (other than the Existing Letters of Credit) under the Second Amended and Restated Existing Credit Agreement among the Company, certain lenders, certain co-agents, certain documentation and syndication agents and NationsBank, N.A., as administrative agent, dated as of June 24, 1997 (the "Existing Credit Agreement") shall have been simultaneously paid in full and such agreement shall have been terminated. (d) The Company shall have paid all fees due hereunder which have been invoiced.