Common use of All Loans and Letters of Credit Clause in Contracts

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, in all material respects, on the date of such Loan or such issuance of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having a Material Adverse Effect; (d) no Default or Event of Default shall have occurred and be continuing; (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, and (f) Borrower shall have paid all fees and expenses of the type described in SECTION 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, in all material respects, on the date of such Loan or such issuance of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 10:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION Section 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent or the Majority Lenders may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having material adverse change in the assets, liabilities, financial condition, business or affairs of the Borrower and the Obligors, on a Material Adverse Effectconsolidated basis; (d) no Default or Event of Default shall have occurred and be continuing; (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, and (f) Borrower shall have paid all fees and expenses of the type described in SECTION Section 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date)issuance. The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, in all material respects, on the date of such Loan or such issuance of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 10:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION Section 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent or the Majority Lenders may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having material adverse change in the assets, liabilities, financial condition, business or affairs of the Borrower and the Obligors, on a Material Adverse Effectconsolidated basis; (d) no Default or Event of Default shall have occurred and be continuing; (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement; (f) in the case of a Revolving Loan, all Swing Loans then outstanding shall have been paid or shall be paid with the proceeds of such Revolving Loan, and (fg) Borrower shall have paid all fees and expenses of the type described in SECTION Section 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date)issuance. The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.

All Loans and Letters of Credit. The obligation of each Lender Bank to make any Loan (including its initial Loan) to be made by it hereunder or and the obligation of the Issuer to issue or participate in any Letter of Credit is (including the first Letter of Credit) are each subject to (a) the accuracyadditional conditions precedent that, in all material respects, on as of the date of such Loan or such issuance issuance, and after giving effect thereto: (a) for each Loan which is not a Conversion or a Continuation, no Default shall have occurred and be continuing; (b) for each Loan which is not a Conversion or a Continuation, and for each Letter of Credit, there shall have been no Material Adverse Change since the date of this Agreement; (c) for each Loan which is not a Conversion or a Continuation, and for each Letter of Credit, all representations and warranties of made in each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which Credit Document shall be duly executed true and correct in Proper Form: (1) a Request for Extension all material respects on and as of Credit as to the Loan or the Letter date of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there with the same force and effect as if made on and as of such date (except as the same are expressly stated in the Credit Documents to be made only as of a specific earlier date, in which case the same shall have occurred no event having a Material Adverse Effect; been true and correct in all material respects as of such earlier date); (d) no Default except for Loans and Letters of Credit made or Event issued on the date of Default this Agreement, the Company shall have occurred and be continuingdelivered to the Agent a completed Request for Extension of Credit (and, in the case of a Letter of Credit, a completed Application) within the time specified in SECTION 5.5; and (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal prohibited by, or prohibited by subject the Agent or such Bank to any penalty under, any Legal Requirement, and (f) Borrower shall have paid all fees and expenses Requirement applicable to the Agent or such Bank. The borrowing of the type described in SECTION 11.3 hereof initial Loans and all other fees owed to Agent or any Lender the issuance of the initial Letter of Credit under the Loan Documents which are due this Agreement and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit in respect of each Loan and each Letter of Credit by the Company hereunder shall be deemed to be constitute and include a representation and warranty that by the conditions precedent Company to the applicable Loan effect set forth in SUBSECTIONS (A) through (C) (if applicable) of this SECTION 7.2 (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or Letter issuance, as of Credit have been satisfied. Selection the date of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereundersuch borrowing or issuance).

All Loans and Letters of Credit. The obligation of each Lender Bank to make any Loan (including its initial Loan) to be made by it hereunder or and the obligation of the Issuer to issue or participate in any Letter of Credit is (including the first Letter of Credit) are each subject to (a) the accuracyadditional conditions precedent that, in all material respects, on as of the date of such Loan or such issuance issuance, and after giving effect thereto: (a) for each Loan which is not a Conversion or a Continuation, no Default shall have occurred and be continuing and no Borrowing Base Deficiency shall exist; (b) for each Loan which is not a Conversion or a Continuation, and for each Letter of Credit, there shall have been no Material Adverse Change since the date of this Agreement; (c) for each Loan which is not a Conversion or a Continuation, and for each Letter of Credit, all representations and warranties of made in each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which Credit Document shall be duly executed true and correct in Proper Form: (1) a Request for Extension all material respects on and as of Credit as to the Loan or the Letter date of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there with the same force and effect as if made on and as of such date (except as the same are expressly stated in the Credit Documents to be made only as of a specific earlier date, in which case the same shall have occurred no event having a Material Adverse Effect; been true and correct in all material respects as of such earlier date); (d) no Default except for Loans and Letters of Credit made or Event issued on the date of Default this Agreement, the Company shall have occurred and be continuingdelivered to the Agent a Request for Extension of Credit (and, in the case of a Letter of Credit, a completed Application) within the time specified in SECTION 5.5; and (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal prohibited by, or prohibited by subject the Agent or such Bank to any penalty under, any Legal Requirement, and (f) Borrower shall have paid all fees and expenses Requirement applicable to the Agent or such Bank. The borrowing of the type described in SECTION 11.3 hereof initial Loans and all other fees owed to Agent or any Lender the issuance of the initial Letter of Credit under the Loan Documents which are due this Agreement and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit in respect of each Loan and each Letter of Credit by the Company hereunder shall be deemed to be constitute and include a representation and warranty that by the conditions precedent Company to the applicable Loan or Letter effect set forth in SUBSECTIONS (A) through (C) (if applicable) of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.this SECTION

All Loans and Letters of Credit. The obligation of each Lender Bank to make any Loan (including its initial Loan) to be made by it hereunder or and the obligation of the Issuer to issue or participate in any Letter of Credit is (including the first Letter of Credit) are each subject to (a) the accuracyadditional conditions precedent that, in all material respects, on as of the date of such Loan or such issuance issuance, and after giving effect thereto: (a) for each Loan which is not a Conversion or a Continuation, no Default shall have occurred and be continuing; (b) for each Loan which is not a Conversion or a Continuation, and for each Letter of Credit, there shall have been no Material Adverse Change since the date of this Agreement; (c) for each Loan which is not a Conversion or a Continuation, and for each Letter of Credit, all representations and warranties of made in each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which Credit Document shall be duly executed true and correct in Proper Form: (1) a Request for Extension all material respects on and as of Credit as to the Loan or the Letter date of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there with the same force and effect as if made on and as of such date (except as the same are expressly stated in the Credit Documents to be made only as of a specific earlier date, in which case the same shall have occurred no event having a Material Adverse Effect; been true and correct in all material respects as of such earlier date); (d) no Default except for Loans and Letters of Credit made or Event issued on the date of Default this Agreement, the Company shall have occurred and be continuingdelivered to the Agent a Request for Extension of Credit (and, in the case of a Letter of Credit, a completed Application) within the time specified in SECTION 5.5; and (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal prohibited by, or prohibited by subject the Agent or such Bank to any penalty under, any Legal Requirement, and (f) Borrower shall have paid all fees and expenses Requirement applicable to the Agent or such Bank. The borrowing of the type described in SECTION 11.3 hereof initial Loans and all other fees owed to Agent or any Lender the issuance of the initial Letter of Credit under the Loan Documents which are due this Agreement and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit in respect of each Loan and each Letter of Credit by the Company hereunder shall be deemed to be constitute and include a representation and warranty that by the conditions precedent Company to the applicable Loan effect set forth in SUBSECTIONS (A) through (C) (if applicable) of this SECTION 7.2 (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or Letter issuance, as of the date of such borrowing or issuance). Except in the case of Loans and Letters of Credit have been satisfied. Selection made or issued on the date hereof, such representation and warranty shall be accompanied by a certificate of a new interest rate at the expiration Chief Executive Officer, President, Chief Financial Officer or Treasurer of an Interest Period shall not constitute a new Loan hereunderthe Company setting forth in reasonable detail the calculations of the Company in making such representation and warranty.

All Loans and Letters of Credit. The obligation of Lenders to advance each Lender to make any Loan to be made by it hereunder or to issue or participate in any and Letter of Credit Issuer to issue each Letter of Credit (including each Loan and Letter of Credit requested in connection with an Accordion Request) hereunder is subject to the conditions precedent that: (a) receipt by the accuracy, in all material respects, on the date Administrative Agent of such Loan or such issuance of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents; a Request for Credit Extension; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as immediately after giving effect to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance issuance, amendment, renewal or extension of such Letter of Credit, there shall have occurred no event having a Material Adverse Effect; as applicable, the total Principal Obligation will not exceed the Available Loan Amount; (dc) no Potential Default or Event of Default shall have occurred and be continuing; (e) continuing immediately before or after giving effect to the making of such Loan Loans or the issuance issuance, amendment, renewal or extension of such Letter of Credit; (d) the representations and warranties of Borrower, contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Request for Credit Extension, both before and after giving effect to the making of such Loans; provided that to the extent that such representations and warranties were made as of a specific date, the same shall not continue on and as of the date of such advance of a Loan or issuance of a Letter of Credit, to be illegal or prohibited by any Legal Requirementtrue and correct in all material respects as of such specific date; (e) no Change in Law shall have occurred, and no order, judgment or decree of any Governmental Authority shall have been issued that enjoins, prohibits or restrains the making or repayment of the Loans or the reimbursement of Letter of Credit Borrowings, the issuance of any Letter of Credit or any participations therein, the granting or perfection of Liens in the Collateral, or the consummation of any of the other Transactions or the use of proceeds of the Facility; (f) no event, act or condition shall have occurred and be continuing after the date hereof which has had or is likely to have a Material Adverse Effect; (g) Borrower shall have paid all fees delivered to the Administrative Agent, an original or a copy of each signed Subscription Agreement and expenses Acknowledgment Letter not previously delivered to Administrative Agent ; (h) receipt by Administrative Agent of an original or a copy of an executed Borrowing Base Certificate setting forth the type described in SECTION 11.3 hereof respective Capital Commitments of each Investor and all other fees owed to Agent or any Lender under the Available Loan Documents which are due and payable, in each case, prior to or on Amount as of the date of such Loan or the date of issuance, amendment, renewal or extension of such issuance (except for amounts which Agent or the applicable LenderLetter of Credit, as the case may be, in their sole discretion, agree may be paid applicable; and (i) Borrower shall at such time have a later dateTotal Maximum Leverage Ratio of no more than fifty percent (50%). The submission by the Borrower Each Loan and each issuance, amendment, renewal or extension of a Request for Extension Letter of Credit shall be deemed to be constitute a representation and warranty that by Borrower on the conditions precedent date thereof as to the applicable Loan or Letter matters specified in paragraphs (b), (c), (d), (e), (g), (h) and (i) of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunderthis Section 6.2.

All Loans and Letters of Credit. The obligation of each Lender Bank to make any Loan (including its initial Loan) to be made by it hereunder or and the obligation of the Issuer to issue or participate in any Letter of Credit is (including the first Letter of Credit) are each subject to (a) the accuracyadditional conditions precedent that, in all material respects, on as of the date of such Loan or such issuance issuance, and after giving effect thereto: (a) no Default shall have occurred and be continuing and no Borrowing Base Deficiency shall exist; (b) there shall have been no Material Adverse Change since December 31, 1996; provided, however, that at all times when the Company's unsecured and unenhanced senior long-term debt is rated at least BBB- (or its equivalent) by S&P or at least Baa3 (or its equivalent) by Moodx'x, xxe date "December 31, 1996" in the previous clause shall instead be "the effective date of the Company's most recent audited financial statements delivered to the Agent"; (c) all representations and warranties made in each Credit Document (other than in Section 8.2(b) of each Obligor contained in this Agreement and the other Loan Documents; (bAgreement) Agent shall have received the following, all of which shall be duly executed true and correct in Proper Form: (1) a Request for Extension all material respects on and as of Credit as to the Loan or the Letter date of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there with the same force and effect as if made on and as of such date (except as the same are expressly stated in the Credit Documents to be made only as of a specific earlier date, in which case the same shall have occurred no event having a Material Adverse Effect; been true and correct in all material respects as of such earlier date, and except that insofar and insofar only as they apply to or involve McFaxxxxx, xxe representations and warranties in Sections 8.1, 8.3, 8.4, 8.5, 8.8, 8.9, 8.13 and 8.14 shall be made only in connection with Loans and Letters of Credit, in each case requested on or after December 31, 1997); (d) no Default except for Loans and Letters of Credit made or Event issued on the date of Default this Agreement, and except for Existing Letters of Credit, the Company shall have occurred and be continuingdelivered to the Agent a Request for Extension of Credit (and, in the case of a Letter of Credit, a completed Application) within the time specified in Section 5.5; and (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal prohibited by, or prohibited by subject the Agent or such Bank to any penalty under, any Legal Requirement, and (f) Borrower shall have paid all fees and expenses Requirement applicable to the Agent or such Bank. The borrowing of the type described in SECTION 11.3 hereof initial Loans and all other fees owed to Agent or any Lender the issuance of the initial Letter of Credit under the Loan Documents which are due this Agreement and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit in respect of each Loan and each Letter of Credit by the Company hereunder shall be deemed to be constitute and include a representation and warranty that by the conditions precedent Company to the applicable Loan effect set forth in subsections (a) through (c) (if applicable) of this Section 7.2 (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or Letter issuance, as of the date of such borrowing or issuance). Except in the case of Loans and Letters of Credit have been satisfied. Selection made or issued on the date hereof, such representation and warranty shall be accompanied by a certificate of a new interest rate at the expiration Chief Executive Officer, President, Chief Financial Officer or Treasurer of an Interest Period shall not constitute a new Loan hereunderthe Company setting forth in reasonable detail the calculations of the Company in making such representation and warranty.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, in all material respects, on the date of such Loan or such issuance issuance, of all representations and warranties of each Obligor contained in this Agreement and the other Loan DocumentsDocuments (other than those which relate specifically to an earlier date or became inaccurate because of transactions permitted under the Loan Documents and consummated after the date of the relevant representation); (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 Section 3.01(c) hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having material adverse change in the assets, liabilities, financial condition, business or affairs of Borrower and the Obligors, on a Material Adverse Effectconsolidated basis; (d) no Default or Event of Default shall have occurred and be continuing; (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, ; and (f) Borrower shall have paid all fees and expenses of the type described in SECTION 11.3 Section 11.03 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date)issuance. The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to to: (a) the accuracy, in all material respects, on the date of such Loan or such issuance of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m. Houston Dallas time on the Business Day on which such Request for Extension of Credit must be given under SECTION Section 4.3 hereof, (2) in the case of a Letter of Credit, an Application; (3) a Compliance Certificate prepared using current information and, to the extent the applicable Loan is to be used for an acquisition, prepared on a pro forma basis giving effect to such acquisition, and (34) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having which could reasonably be expected to have a Material Adverse Effect; (d) no Default or Event of Default shall have occurred and be continuing; , and (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, and (f) Borrower shall have paid all fees and expenses of the type described in SECTION 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.

All Loans and Letters of Credit. The Notwithstanding any provision contained herein to the contrary, Lenders shall have no obligation of each Lender to make any Revolving Credit Loan hereunder, and First Bank shall have no obligation to be made by it make any Swing Line Loan hereunder or to issue or participate in any Letter of Credit is subject to under any Letter of Credit Application, unless: (a) Agent and each of the accuracyLenders shall have received a current Borrowing Base Certificate as required by Section 3.1(b); (b) Agent shall have received a Borrowing Notice or a Swing Line Borrowing Notice for such Loan as required by Section 3.2, or the Letter of Credit Application as required by Section 3.3; (c) On the date of and immediately after such Loan or Letter of Credit issuance, no Default or Event of Default under this Agreement shall have occurred and be continuing; and (d) On the date of and immediately after such Loan or Letter of Credit issuance, no Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) All of the representations and warranties of the Borrowers contained in all material respects, this Agreement shall be true and correct on and as of the date of such Loan or Letter of Credit issuance as if made on the date of such Loan or the issuance date of such issuance of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m. Houston time except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, and provided that for purposes of this Section 4.2(e), the Business Day on which such Request representations and warranties made by Borrowers in Section 5.4 shall be deemed to refer to the most recent annual and interim financial statements of Borrowers delivered to the Agent and Lenders pursuant to Section 6.1(a). Each request for Extension of Credit must be given under SECTION 4.3 hereof, (2) in the case of a Loan or application for a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having a Material Adverse Effect; (d) no Default or Event of Default shall have occurred and be continuing; (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, and (f) Borrower shall have paid all fees and expenses of the type described in SECTION 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit Borrowers hereunder shall be deemed to be a representation and warranty that by the conditions precedent to Borrowers on the applicable date of such Loan or Letter of Credit have been satisfied. Selection issuance as to the facts specified in clauses (c), (d) and (e) of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunderthis Section 4.2.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, accuracy in all material respects, on the date of such Loan or such issuance respects of all representations and warranties of each Borrower or any other Obligor contained in this Agreement or any other Credit Document on the date thereof (except where such representation or warranty specifically relates to an earlier date or has been waived in writing by Lender) and if requested by Lender, receipt by Lender of evidence of such accuracy, to the performance by Borrower and the other Loan Documents; Obligors of their respective obligations under the Credit Documents (band Lender's receipt of evidence of such performance) Agent and to the satisfaction of the following conditions: (a) (i) with respect to any Loan, Lender shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, by no later than 11:00 a.m. Houston time on the Business Day date of such requested Loan, telephonic notice from Borrower of the proposed date and amount of such Loan, and by no later than 1:00 p.m. on which such date, a Request for Extension Loan and, only to the extent required under Section 5.02(d), a Borrowing Base Certificate dated as of Credit must be given under SECTION 4.3 hereofthe date of such requested Loan, each signed by an officer of Borrower, and (2ii) in the case of a with respect to any Letter of Credit, an Application, and Lender shall have received by no later than 11:00 a.m. five (35) such other documents as Agent may reasonably require; (c) Business Days prior to the making date of such Loan or the issuance of such requested Letter of Credit, a fully completed and executed Application and all other applicable Letter of Credit Documents required by Lender from Borrower; (b) since the date of the most recently delivered financial statements pursuant to this Agreement, there shall have occurred occurred, in the reasonable opinion of Lender, no event having a Material Adverse Effect; ; (dc) no Default or Event of Default shall have occurred and be continuing; continuing or will occur as a result of the requested Loan or Letter of Credit; (ed) the making of such the Loan or the issuance of such the Letter of Credit shall not be illegal or prohibited by any applicable Legal Requirement; (e) all of the Credit Documents have been executed and delivered, and shall be valid, enforceable and in full force and effect; (f) Borrower shall have paid all fees and expenses owed to Lender under any of the type described Credit Documents as of the date thereof shall have been paid in SECTION 11.3 hereof full; (g) Lender shall have received evidence reasonably satisfactory to Lender as to the perfection and requisite priority of the Liens created by the Security Documents; (h) no action, suit or proceeding shall have been commenced and then be continuing against or affecting Borrower or involving the validity or enforce­ability of any material provision of any Credit Document, at law or in equity, or before any Governmen­tal Authority, which is not adequately covered by insurance coverage and in Lender's reasonable judgment, impairs or could reasonably be expected to impair Lender's ability in any material respect to collect the Obligations when due; and (i) Lender shall have received such other documents as it may reasonably require. Delivery of any Request for Loan or Application to Lender shall constitute a representation by Borrower that the representations and warranties made by Borrower under this Agreement and the other Credit Documents are true and correct in all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on material respects as of the date of delivery of such Request for Loan or Application except where such issuance (except for amounts which Agent representation or the applicable warranty specifically relates to an earlier date or has been waived in writing by Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, in all material respects, on the date of such Loan or such issuance of all representations and warranties of each Obligor the Borrower, its Subsidiaries and any other Party contained in this Agreement and the other Loan Documents; (b) to the performance by the Borrower, its Subsidiaries and each other Party of its respective obligations under the Loan Documents, and (c) the Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) (except in the case of a Dominion of Funds Loan) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 10:00 a.m. Houston time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof4.3, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as the Agent or any Lender may reasonably require; (cd) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having which has had a Material Adverse Effect; (de) no Default or Event of Default shall have occurred and be continuing; (ef) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, (g) in the case of a request for a Loan or the issuance of a Letter of Credit only, on or immediately prior to the date of such borrowing or issuance the Borrower shall have delivered to the Agent a Borrowing Base Certificate in accordance with SECTION 7.2 hereof; and (fh) the Borrower shall have paid all fees and expenses of the type described in SECTION 11.3 hereof and all other fees fees, which are owed to the Agent or any other Lender under the Loan Documents which are due and payable, in each case, prior to or on accrued and unpaid through the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunderissuance.

All Loans and Letters of Credit. The obligation of each Lender to make any Loan to be made by it hereunder or to issue or participate in any Letter of Credit is subject to (a) the accuracy, in all material respects, on the date of such Loan or such issuance (and after giving effect to such Loan or such issuance) of all representations and warranties of each Obligor contained in this Agreement and the other Loan DocumentsDocuments (except that to the extent that any such representation and warranty is qualified by materiality or material adverse effect, continued accuracy of such representation and warranty shall be in all respects); (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m. Houston Charlotte time on the Business Day on which such Request for Extension of Credit must be given under SECTION Section 4.3 hereof, (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent or the Majority Lenders may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit, there shall have occurred no event having material adverse change in the assets, liabilities (actual or contingent), condition (financial or otherwise), business or operations of the Obligors, on a Material Adverse Effectconsolidated basis; (d) no Default or Event of Default shall have occurred and be continuing; (e) the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement; (f) in the case of a Revolving Loan, all Swing Loans then outstanding shall have been paid or shall be paid with the proceeds of such Revolving Loan, and (fg) Borrower shall have paid all fees and expenses of the type described in SECTION Section 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each case, prior to or on the date of such Loan or such issuance (except for amounts which Agent or the applicable Lender, as the case may be, in their sole discretion, agree may be paid at a later date)issuance. The submission by the Borrower of a Request for Extension of Credit shall be deemed to be a representation and warranty that the conditions precedent to the applicable Loan or Letter of Credit have been satisfied. Selection of a new interest rate at the expiration of an Interest Period shall not constitute a new Loan hereunder.