Common use of Conditions to the Effectiveness Clause in Contracts

Conditions to the Effectiveness. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lender under the Restated Loan Agreement or other Loan Agreements, this Agreement shall not be effective, and Borrower shall have no rights under this Agreement, and Lender shall not be obligated to make available any Advance or Letter of Credit hereunder, unless and until Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and (unless otherwise indicated) each dated not later than the Closing Date: (a) The Note to the order of Lender duly executed by Borrower. (b) Resolutions of the board of directors of Borrower certified by the Secretary or Assistant Secretary of Borrower, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by the Loan Documents and (ii) specific officers to execute and deliver this Agreement and the other Loan Documents. (c) A certificate of the chief executive officer of Borrower stating that all of the representations and warranties of the Borrower contained herein or in any of the Loan Documents are correct on and as of the Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from any Advance, if made on the Closing Date, which constitutes or would constitute a Default or an Event of Default. (d) Certificates of the Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signatures of the officers of Borrower executing any of the Loan Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (e) Such additional information and materials as Lender may reasonably request, including, without limitation, copies of any debt agreements, security agreements and other material contracts.

Conditions to the Effectiveness. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of Lender under the Restated Loan Agreement or other Loan AgreementsAgreement, this Agreement shall not be effective, and Borrower shall have no rights under this Agreement, and Lender shall not be obligated to make available any Advance or Letter of Credit hereunder, unless and until Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and (unless otherwise indicated) each dated not later than the Closing Date: (a1) The Note to the order of Lender duly executed by Borrower. (b2) Resolutions of the board of directors of Borrower certified by the Secretary or Assistant Secretary of Borrower, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by the Loan Documents and (ii) specific officers to execute and deliver this Agreement and the other Loan Documents. (c3) A certificate of the chief executive officer of Borrower stating that all of the representations and warranties of the Borrower contained herein or in any of the Loan Documents are correct on and as of the Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from any Advance, if made on the Closing Date, which constitutes or would constitute a Default or an Event of Default. (d4) Certificates of the Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signatures of the officers of Borrower executing any of the Loan Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (e5) A Notice of Advance, substantially in the form of Exhibit A hereto, duly executed by an authorized officer of Borrower specifying the date and the amount of the first Advance. (6) Such additional information and materials as Lender may reasonably request, including, without limitation, copies of any debt agreements, security agreements and other material contracts.

Conditions to the Effectiveness. Notwithstanding any ------------------------------- other provision of this Agreement and without affecting in any manner the rights of Lender under the Restated MUSA Loan Agreement or other Loan AgreementsAgreement, this Agreement shall not be effective, and Borrower shall have no rights under this Agreement, and Lender shall not be obligated to make available any Advance or Letter of Credit hereunder, unless and until Borrower shall have delivered to Lender, in form and substance satisfactory to Lender and (unless otherwise indicated) each dated not later than the Closing Date: (a) The Note to the order of Lender duly executed by Borrower. (b) Resolutions of the board of directors of Borrower certified by the Secretary or Assistant Secretary of Borrower, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by the Loan Documents and (ii) specific officers to execute and deliver this Agreement and the other Loan Documents. (c) A copy of the organizational charter and all amendments thereto of Borrower and each of its Subsidiaries, certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and copies of Borrower's by-laws, certified by the Secretary or Assistant Secretary of Borrower as true and correct as of the Closing Date. (d) Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telegram updates where available, showing that the Borrower and each of its Subsidiaries is organized and in good standing in the jurisdiction of its organization and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business. (i) Copies of all closing documents and certificates delivered in connection therewith; and (ii) a certificate from the chief executive officer of Borrower certifying that the transactions contemplated by the Stock Agreement have been completed. (f) A certificate of the chief executive officer of Borrower stating that all of the representations and warranties of the Borrower contained herein or in any of the Loan Documents are correct on and as of the Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from any Advance, if made on the Closing Date, which constitutes con- stitutes or would constitute a Default or an Event of Default. (dg) Certificates of the Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signatures of the officers of of, respectively, Borrower executing any of the Loan Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (eh) Such additional information and materials as Lender may reasonably request, including, without limitation, copies of any debt agreements, security agreements and other material contracts.