Common use of Each Loan Clause in Contracts

Each Loan. The obligation of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan Notice (and each statement or certification made in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementLender shall have received, reviewed, and time is of approved such additional documents and items as may be requested by the essence Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLender, could have a Material Adverse Effect; (f) each of the Required Term Loan Lenders (representations and warranties contained in the case of any Term Loans this Agreement shall be true and correct in all material respects and shall be deemed to be denominated in an Alternative Currency) or repeated by the L/C Issuer (in Borrower as if made on the case of any L/C to be denominated in an Alternative Currency) would make it impracticable requested date for such Loan; (g) neither the consummation of the transactions contemplated hereby nor the making of such Loan shall contravene, violate, or conflict with any Requirement of Law; (h) the Lender shall have received the payment of all Engineering Fees, Facility Fees, and other fees payable to be denominated in the Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Lender shall have received payment from the Borrower, for all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Alternative CurrencyLoan; and (i) all matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to the Lender.

Each Loan. The obligation of each In addition to the conditions precedent stated --------- elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Loan Notice Borrowing Request at least ten (or in 10) days prior to the case of a Swing Line requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower requested Loan; (c) no event shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLender, could have a Material Adverse Effect; (d) each of the Required Term Loan Lenders (representations and warranties contained in the case of any Term Loans this Credit Agreement shall be true and correct in all material respects and shall be deemed to be denominated in an Alternative Currency) or repeated by the L/C Issuer (in Borrower and/or the case of any L/C to be denominated in an Alternative Currency) would make it impracticable Guarantor, as applicable, as if made on the requested date for such Loan (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such date); (e) the Guaranty and all of the Security Instruments shall be in full force and effect and provide to the Lender the security intended thereby; (f) neither the consummation of the transactions contemplated hereby nor the making of such Loan shall contravene, violate, or conflict with any Requirement of Law; (g) the Lender shall have received the payment of all Facility Fees and other fees payable to the Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Lender shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Credit Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be denominated incurred in connection with the filing and recordation of any Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; (h) at the time each Loan is made, the Borrower and the Guarantor shall have, or reasonably anticipate they shall have, less than $500,000 in cash in the relevant Alternative Currencyaggregate; and (i) the Borrower shall provide copies of cash calls or other requests for funds relating to the Chinese Assets ("Cash Calls").

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan Notice (and each statement or certification made in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementLender shall have received, reviewed, and time is of approved such additional documents and items as described in Section 3.1 as may be requested by the essence Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLender, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower as if made on the requested date for such Loan; (g) the Guaranty and all of the Security Instruments shall be in full force and effect and provide to the Lender the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower shall hold full legal title to the Collateral and be the sole beneficial owner thereof; (j) the Lender shall have received the payment of all Engineering Fees, Facility Fees, and other fees payable to the Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Lender shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLender.

Each Loan. The obligation of each Lender Lenders shall not be required to make any Loan Loan, including the initial Loan, unless on the applicable Borrowing Date: (a) The Borrower shall have furnished to the Administrative Agent, with sufficient copies for each Lender, a certificate dated such Borrowing Date and signed by an Authorized Officer of the Borrower, stating that after taking in account the making of such Loan, and the repayment of any outstanding obligations of the Borrower with respect to commercial paper with the proceeds of such Loan, the Borrower will not have exceed the maximum aggregate principal amount that the Borrower is entitled to borrow from financial institutions or receive from the sale of commercial paper or from the system money pool under Board of Directors’ resolutions of the Borrower. (b) There exists no Event of Default or Unmatured Default. (c) The representations and warranties contained in Article V (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies set forth in the Loan Papers Sections 5.2(b), 5.3, 5.11(a), 5.11(b), 5.11(c), 5.11(f), 5.11(g), 5.11(h) and 5.11(i)) are true and correct as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in all material respects (unless they speak to a specific date which case such representation or are based warranty shall have been true and correct on facts which have changed by transactions contemplated or permitted by this Agreement); and as of such earlier date. (d) no Material Adverse Event, Default or Potential Default exists or would result from All legal matters incident to the proposed funding making of such Loans Loan shall be satisfactory to the Lenders and their counsel (including, without limitation, evidence satisfactory to the Administrative Agent of any required governmental approvals or issuance of L/Cs; and consents regarding such Loan). (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence Ratable Borrowing Notice with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Ratable Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower Competitive Bid Borrowing Notice with respect to each Competitive Bid Loan shall be deemed to be constitute a representation and warranty by the Borrower that the conditions specified contained in this Section 7.2 Sections 4.2(a) and (b) have been satisfied on and satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit 4.2 as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything a condition to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including making a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLoan.

Each Loan. The obligation of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency LIBOREurocurrency Rate Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency LIBOREurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency LIBOREurocurrency Rate Loans or continuing Eurocurrency LIBOREurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Loan Notice (Borrowing Request at least the requisite time prior to the requested date for the relevant Loan; each statement or certification made in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementLender shall have received, reviewed, and time is of approved such additional documents and items as described in Section 3.1 as may be requested by the essence Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLender, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower as if made on the requested date for such Loan; (g) the Guaranties and all of the Security Instruments shall be in full force and effect and provide to the Lender the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) each of the Borrower and the Guarantors shall hold full legal title to the Collateral pledged by such entity and be the sole beneficial owner thereof; (j) the Borrower shall have paid all fees and expenses payable by the Borrower hereunder for which invoices have been presented as of or prior to the date of the relevant Loan, including, without limitation, estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLender.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan Notice (and each statement or certification made in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementLender shall have received, reviewed, and time is of approved such additional documents and items as described in Section 3.1 as may be requested by the essence Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLender, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower as if made on the requested date for such Loan; (g) all of the Security Instruments shall be in full force and effect and provide to the Lender the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower shall hold full legal title to the Collateral and be the sole beneficial owner thereof; (j) the Lender shall have received the payment of all Engineering Fees, Facility Fees, and other fees payable to the Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Lender shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLender.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Agent a Loan Notice (or in Borrowing Request at least the case of a Swing Line requisite time prior to the requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Agent or any Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative the Agent evidence or such Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent Agent shall have received, reviewed, and approved such additional documents and items as described in Section 3.1 as may be requested by any Lender with respect to such Loan; (e) no event shall have occurred which, in the reasonable opinion of any Lender, could have a Material Adverse Effect; (f) each of the representations and warranties contained in this Agreement is material to the transactions contemplated by this Agreement, shall be true and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, correct and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation repeated by the Borrower as if made on the requested date for such Loan; (g) the Security Instruments shall be in full force and warranty that effect and provide to the conditions specified in Lenders the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower shall hold full legal title to the Collateral pledged by such entities and be the sole beneficial owners thereof except for Permitted Liens and title defects which do not materially interfere with the ordinary conduct of business of the Borrower or materially detract from the value or use of the Properties to which they apply. (j) the Agent and/or each Lender shall have received payment of all Facility Fees, Letter of Credit Fees, and other fees payable to the Agent and/or each Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Agent shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Agent for which the Borrower is responsible pursuant to applicable provisions of this Section 7.2 Agreement and for which invoices have been satisfied on and presented as of or prior to the date of the applicable Loan relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or issuance to be incurred in connection with the filing and recordation of any Security Instruments, for which invoices have been presented as of or prior to the date of the applicable L/C. Notwithstanding anything requested Loan; and (k) all matters incident to the contrary set forth in this Section 7.2, Lenders will not consummation of the transactions hereby contemplated shall be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect satisfactory to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyAgent and each Lender.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan Notice (and each statement or certification made in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementLender shall have received, reviewed, and time is of approved such additional documents and items as described in Section as may be requested by the essence Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLender, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower as if made on the requested date for such Loan; (g) all of the Security Instruments shall be in full force and effect and provide to the Lender the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower shall hold full legal title to the Collateral and be the sole beneficial owner thereof; (j) the Lender shall have received the payment of all Engineering Fees, Facility Fees, and other fees payable to the Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Lender shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLender.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative Agent at least the requisite time prior to the requested date for the relevant Loan, the Borrower shall have timely received delivered to the Lender a Borrowing Request and a funding direction advising the Lender whether the requested Loan Notice should be funded to an account of the Borrower at the Lender or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the case of a Swing Line requested date for such Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; ; (b) no Event of Default or Default shall exist or will occur as a result of the applicable L/C Issuer shall have received any applicable L/C fee; making of the requested Loan; (c) all if requested by the Lender, the Borrower shall have delivered evidence reasonably satisfactory to the Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Lender shall have received, reviewed and approved such additional documents and items as described in Section 3.1 as may be requested by the Lender with respect to such Loan; (e) each of the representations and warranties of the Companies Borrower or any of the Guarantors contained in this Agreement and the other Loan Papers Documents shall be true and correct in all material respects and shall be deemed to be repeated by the relevant entity as if made on the requested date for such Loan (except to the extent that such representations and warranties expressly relate to an earlier date, in which they are true and correct in all material respects as of such earlier date); (unless they speak to a specific date or are based on facts which have changed by f) neither the consummation of the transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from hereby nor the proposed funding making of such Loans Loan shall contravene, violate or issuance conflict with any Requirement of L/Cs; and (e) Law applicable to the funding of Lender, the Loans Borrower or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters Guarantors, if the effect of which could reasonably be expected to result in a Material Adverse Effect; and (g) the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall hold full legal title to its Oil and Gas Properties and be deemed the sole beneficial owner thereof, subject to be a representation Permitted Liens and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currencyother Liens permitted hereunder.

Each Loan. The obligation of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate LIBOR Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate LIBOR Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate LIBOR Loans or continuing Eurocurrency Rate LIBOR Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.

Each Loan. The obligation obligations of each Lender to make make, convert or extend any Loan (other than a conversion including the obligation of Loans the Swingline Lender to make any Swingline Loan) and of the other Type Issuing Lender to issue or a continuation extend Letters of Revolver Loans as Eurocurrency Rate Loans) is Credit are subject to satisfaction of the following conditions precedent: in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.01: (ai) Administrative In the case of any Revolving Loan, the Agent shall have timely received a Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion; (or ii) in the case of a Swing Line any Competitive Loan, a Swing Line Loan Notice) or the applicable L/C Issuer Competitive Loan Lender shall have timely received an appropriate notice of acceptance of its related Competitive Bid; (iii) in the applicable L/C Agreementcase of any Swingline Loan, the Swingline Lender shall have received an appropriate notice of borrowing in accordance with the provisions of Section 2.03(b)(i); (iv) in connection with the conversion or extension of any portion of a Term Loan, the Agent shall have received an appropriate notice of such conversion or extension; and (v) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.06(b); (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the The representations and warranties of the Companies set forth in the Loan Papers are Article VI shall be true and correct in all material respects as of such date (unless they speak except for those which expressly relate to an earlier date); (c) There shall not have been commenced against the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a specific date receiver, liquidator, assignee, custodian, trustee, sequestrator (or are based on facts which have changed by transactions contemplated similar official) of the Borrower or permitted by this Agreement)for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; and (d) no Material Adverse Event, No Default or Potential Event of Default exists shall exist and be continuing either prior to or would result from the proposed funding after giving effect thereto. The delivery of such Loans or issuance each Notice of LBorrowing and each Notice of Extension/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans)Conversion, each Swing Line request for a Competitive Bid pursuant to a Competitive Bid Request, each request for a Swingline Loan Notice, pursuant to Section 2.03(b)(i) and each L/C Agreement submitted by Borrower request for a Letter of Credit pursuant to Section 2.06(b) shall be deemed to be constitute a representation and warranty that by the conditions Borrower of the correctness of the matters specified in this Section 7.2 have been satisfied on subsections (b), (c) and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loansd) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currencyabove.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative at least the requisite time prior to the requested date for the relevant Loan, the Borrower shall have delivered to the Agent a Borrowing Request and a funding direction advising the Agent whether the requested Loan should be funded to an account of the Borrower at BBVA Compass or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan; (b) no Event of Default, Default or Deficiency shall exist or will occur as a result of the making of the requested Loan; (c) if requested by the Agent or any Lender, the Borrower shall have delivered evidence satisfactory to the Agent or such Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Agent shall have timely received a Loan Notice received, reviewed and approved such additional documents and items as described in Section 3.1 as may be reasonably requested by the Agent with respect to such Loan; (or e) no event shall have occurred which, in the case reasonable opinion of the Agent or any of the Lenders, could reasonably be expected to have a Swing Line Loan, a Swing Line Loan NoticeMaterial Adverse Effect; (f) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all each of the representations and warranties of the Companies Borrower or any of the Guarantors contained in this Agreement and the other Loan Papers are Documents shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that repeated by the conditions specified in this Section 7.2 have been satisfied relevant entity as if made on and as the requested date for such Loan; (g) all of the date Security Documents shall be in full force and effect and provide to the Agent the security intended thereby; (h) neither the consummation of the applicable transactions contemplated hereby nor the making of such Loan shall contravene, violate or issuance conflict with any Requirement of Law; and (i) if the Borrower or any of its Subsidiaries, other than Prime Offshore LLC, has formed, after the Closing Date, any Domestic Subsidiary, such Subsidiary shall have executed and delivered a Joinder Agreement and a Guaranty and, if requested by the Agent, Security Documents covering the assets of such Domestic Subsidiary and the Borrower or the relevant Subsidiary of the applicable L/C. Notwithstanding anything to Borrower holding the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation equity ownership shall have executed and delivered Security Documents covering all of such Loans equity ownership as to such newly formed Domestic Subsidiaries and taken all other action requested by the Agent or issuance any Lender to perfect the Lien of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for all such Loan to be denominated in the relevant Alternative CurrencySecurity Documents.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower and/or the Co-Borrowers shall have timely received delivered to the Agent a Loan Notice (or in Borrowing Request at least the case of a Swing Line requisite time prior to the requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Agent or any Lender, the Borrower and/or the Co-Borrowers shall deliver have delivered evidence satisfactory to Administrative the Agent evidence or such Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower and/or the Co-Borrowers to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementAgent shall have received, reviewed, and time is of the essence approved such additional documents and items as described in Section 3.1 as may be requested by any Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLenders, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower and/or the Co-Borrowers as if made on the requested date for such Loan; (g) the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower and/or Co-Borrowers shall hold full legal title to the Collateral pledged by such entities and be the sole beneficial owners thereof; (j) the Agent and/or each Lender shall have received the payment of all Facility Fees, Letter of Credit Fees, and other fees payable to the Agent and/or each Lender hereunder and reimbursement from the Borrower and/or the Co-Borrowers, or special legal counsel for the Agent shall have received payment from the Borrower and/or the Co-Borrowers, for (i) all reasonable fees and expenses of counsel to the Agent for which the Borrower and/or the Co-Borrowers are responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyAgent and each Lender.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Agent a Loan Notice (or in Borrowing Request at least the case of a Swing Line requisite time prior to the requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Agent or any Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative the Agent evidence or such Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementAgent shall have received, reviewed, and time is of the essence approved such additional documents and items as described in Section as may be requested by any Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLenders, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower as if made on the requested date for such Loan; (g) the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower shall hold full legal title to the Collateral pledged by such entities and be the sole beneficial owners thereof; (j) the Agent and/or each Lender shall have received payment of all Facility Fees, Letter of Credit Fees, and other fees payable to the Agent and/or each Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Agent shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Agent for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyAgent and each Lender.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative at least the requisite time prior to the requested date for the relevant Loan, the Borrower shall have delivered to the Agent a Borrowing Request and a funding direction advising the Agent whether the requested Loan should be funded to an account of the Borrower at Amegy or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or certification made in such Borrowing Request shall be true and correct on the requested date for such Loan; (b) no Event of Default, Default or Deficiency shall exist or will occur as a result of the making of the requested Loan; (c) if requested by the Agent or any Lender, the Borrower shall have delivered evidence satisfactory to the Agent or such Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Agent shall have timely received a Loan Notice received, reviewed and approved such additional documents and items as described in Section 3.1 as may be requested by the Agent with respect to such Loan; (or e) no event shall have occurred which, in the case opinion of the Agent or any of the Lenders, could reasonably be expected to have a Swing Line Loan, a Swing Line Loan NoticeMaterial Adverse Effect; (f) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all each of the representations and warranties of the Companies Borrower or any of the Guarantors contained in this Agreement and the other Loan Papers are Documents shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be repeated by the relevant entity as if made on the requested date for such Loan, except for any such representations and warranties that speak to a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as specific date; (g) all of the date Security Documents shall be in full force and effect and provide to the Agent the security intended thereby; (h) neither the consummation of the applicable transactions contemplated hereby nor the making of such Loan shall contravene, violate or issuance conflict with any Requirement of Law; (i) if the Borrower or any of the applicable L/C. Notwithstanding anything Guarantors has formed, after the Closing Date, any Subsidiary, such Subsidiary, if a Domestic Subsidiary, shall have executed and delivered a Joinder Agreement and a Guaranty and, if requested by the Agent, Security Documents covering the assets of such Domestic Subsidiary; and (j) all matters incident to the contrary set forth in this Section 7.2, Lenders will not consummation of the transactions hereby contemplated shall be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect satisfactory to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.

Each Loan. The obligation of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Term Reference Rate Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Term Reference Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans or Daily SOFR Rate Loans to Eurocurrency Term Reference Rate Loans or continuing Eurocurrency Term Reference Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Loan Notice (or in Borrowing Request at least the case of a Swing Line requisite time prior to the requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence reasonably satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent Lender shall have received, reviewed, and approved such additional documents and items as described in Section 3.1 as may be requested by the Lender with respect to such Loan; (e) each of the representations and warranties contained in this Agreement is shall be true and correct in all material respects and shall be deemed to be repeated by the transactions contemplated by this Agreement, and time is Borrower as if made on the requested date for such Loan (except that the representation in the last sentence of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance Section 4.5 shall not be deemed to be a waiver have been repeated upon the requested date for such Loan). (f) neither the consummation of the requirement that each condition precedent be satisfied as a prerequisite for transactions contemplated hereby nor the making of such Loan shall contravene, violate, or conflict with any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice Requirement of Law; (g) the Lender shall have received the payment of all Facility Fees and other than a Loan Notice requesting only a conversion of Loans fees payable to the other Type Lender hereunder and reimbursement from the Borrower, or a continuation as Eurocurrency Rate Loans)special legal counsel for the Lender shall have received payment from the Borrower, each Swing Line Loan Notice, for (i) all reasonable fees and each L/C expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 for which invoices have been satisfied on and presented as of or prior to the date of the applicable Loan relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or issuance to be incurred in connection with the filing and recordation of any Security Instruments, for which invoices have been presented as of or prior to the date of the applicable L/C. Notwithstanding anything requested Loan; and (h) all matters incident to the contrary set forth in this Section 7.2, Lenders will not consummation of the transactions hereby contemplated shall be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect satisfactory to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLender.

Each Loan. The obligation of each Lender to make a Loan under either Tranche on the occasion of any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) Borrowing is subject to the satisfaction of the following conditions precedent: conditions: (a) Administrative Agent shall have timely received a Loan Notice The representations and warranties of the Borrower set forth in (or i) this Agreement and (ii) in the case of a Swing Line LoanBorrowing under Tranche A, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all Section 4 of the representations and warranties of the Companies Security Agreement, in the Loan Papers are each case shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of such Borrowing in all material respects (except to the applicable Loan extent qualified by materiality and except to the extent any such representation or issuance warranty is expressly stated to have been made as of a specific date). (b) In the case of Tranche A, the fact that, (i) immediately after such Borrowing and after application of the applicable L/C. Notwithstanding anything proceeds thereof, the aggregate principal amount of the Tranche A Loans shall not exceed the Tranche A Loan Amount, and (ii) the Collateral Agent shall have received all required Collateral, and evidence that all Liens and security interests securing Tranche A have been properly documented, recorded and perfected, so that the Collateral Agent has a first priority perfected Lien in and to the contrary set forth in Collateral for the ratable benefit of the Lenders, and all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording. (c) The fact that since the date of this Section 7.2Agreement, Lenders will not no event, development or circumstance having a Material Adverse Effect shall have occurred and be obligated to honor any Loan Notice continuing. (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loansd) or Swing Line Loan Notice if a Default or Potential Default exists or would result At the time of and immediately after giving effect to the proposed fundingsuch Borrowing, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there no Default shall not have occurred any change and be continuing. Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion paragraphs (a) through and including (d) of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currencythis Section.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative at least the requisite time prior to the requested date for the relevant Loan, the Borrower shall have delivered to the Agent a Borrowing Request and a funding direction advising the Agent whether the requested Loan should be funded to an account of the Borrower at Amegy or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan; (b) no Event of Default, Default or Deficiency shall exist or will occur as a result of the making of the requested Loan; (c) if requested by the Agent or any Lender, the Borrower shall have delivered evidence satisfactory to the Agent or such Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Agent shall have timely received a Loan Notice received, reviewed and approved such additional documents and items as described in Section 3.1 as may be reasonably requested by the Agent with respect to such Loan; (or e) no event shall have occurred which, in the case reasonable opinion of the Agent or any of the Lenders, could reasonably be expected to have a Swing Line Loan, a Swing Line Loan NoticeMaterial Adverse Effect; (f) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all each of the representations and warranties of the Companies Borrower or any of the Guarantors contained in this Agreement and the other Loan Papers are Documents shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that repeated by the conditions specified in this Section 7.2 have been satisfied relevant entity as if made on and as the requested date for such Loan; (g) all of the date Security Documents shall be in full force and effect and provide to the Agent the security intended thereby; (h) neither the consummation of the applicable transactions contemplated hereby nor the making of such Loan shall contravene, violate or issuance conflict with any Requirement of Law; and (i) if the Parent or any of its Subsidiaries has formed, after the Closing Date, any Subsidiary, such Subsidiary, if a Domestic Subsidiary, shall have executed and delivered a Joinder Agreement and a Guaranty and, if requested by the Agent, Security Documents covering the assets of such Domestic Subsidiary and the Parent, the Borrower or the relevant Subsidiary of the applicable L/C. Notwithstanding anything to Parent holding the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation equity ownership shall have executed and delivered Security Documents covering all of such Loans equity ownership as to such newly formed Domestic Subsidiaries or issuance sixty five percent (65%) of L/Cs. In such equity ownership as to such newly formed Subsidiaries which are not Domestic Subsidiaries and taken all other action requested by the case Agent or any Lender to perfect the Lien of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for all such Loan to be denominated in the relevant Alternative CurrencySecurity Documents.

Each Loan. The obligation of each Lender to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency EurocurrencyTerm Reference Rate Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency EurocurrencyTerm Reference Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Eurocurrencyor Daily SOFR Rate Loans to Term Reference Rate Loans or continuing Eurocurrency EurocurrencyTerm Reference Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.

Each Loan. The obligation of each Lender to make a Loan on the occasion of any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) Borrowing is subject to the satisfaction of the following conditions precedent: conditions: (a) Administrative Agent Borrower shall have timely received a Loan Notice delivered Phase I Environmental Site Assessment Reports, consistent with American Society of Testing and Materials (or in ASTM) Standard E 1527-94, and applicable state requirements, on all of the case Real Estate, dated as of a Swing Line Loandate acceptable to Lender, a Swing Line Loan Notice) or the applicable L/C Issuer prepared by environmental engineers satisfactory to Lender, all in form and substance satisfactory to Lender, and Lender shall have timely further received such environmental review and audit reports, including Phase II reports, with respect to the applicable L/C Agreement; Real Estate of Borrower as Lender shall have requested, and Lender shall be satisfied with the contents of all such environmental reports. Lender shall have received letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to Lender, authorizing Lender to rely on such reports; (b) the applicable L/C Issuer Borrower shall have received any applicable L/C fee; delivered the duly executed Disbursing Agreement between Borrower, Lender and an escrow agent acceptable to Lender; (c) at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall exist; and (d) all of the representations and warranties of the Companies Borrower set forth in the Loan Papers are Documents shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result such Borrowing before and after giving effect to thereto; (e) since the proposed funding, conversion, or continuation date of such Loans or issuance the most recent financial statements of L/Cs. In the case of a Loan to be denominated Borrower described in an Alternative CurrencySection 5.01(a), there shall not have occurred any been no change which has had or could reasonably be expected to result in national or international financiala Material Adverse Effect; (f) with respect to a Revolving Borrowing, political or economic conditions or currency exchange rates or exchange controls which Lender shall have received the Revolving Credit Note, duly executed and payable to the order of Lender in the reasonable opinion amount of the Administrative AgentRevolving Conversion Amount; and (g) Lender shall have received such other documents, certificates, information or legal opinions as Lender may reasonably request, all in form and substance reasonably satisfactory to Lender. Each Borrowing shall be deemed to constitute a representation and warranty by Borrower on the Required Term Loan Lenders date thereof as to the satisfaction of the matters specified in paragraphs (in the case a), (b) and (c) of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currencythis Section 3.02.

Each Loan. The obligation of each Lender Lenders shall not be required to make any Loan (other than a conversion nor shall the Agent be obligated to issue any Letter of Loans to Credit unless on the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: applicable Borrowing Date: (a) Administrative Agent shall have timely received a Loan Notice (or There exists no Default or, solely in the case of a Swing Line Loan, a Swing Line Loan Notice) or that would increase the applicable L/C Issuer shall have timely received the applicable L/C Agreement; aggregate principal amount of all outstanding Loans (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to any concurrent repayment of Loans) or the proposed funding, conversion, or continuation of such Loans increase in or issuance of L/Cs. a Letter of Credit, Unmatured Default; provided that notwithstanding Section 2.9, at any time that an Unmatured Default exists the Borrowers may not request a Eurodollar Loan and all Loans made while an Unmatured Default exists shall be made as Domestic Rate Loans. (b) In the case of a Loan that would increase the aggregate principal amount of all outstanding Loans (after giving effect to any concurrent repayment of Loans) or the increase in or issuance of a Letter of Credit, the representations and warranties contained in Article V are true and correct as of such Borrowing Date except for changes in the Schedules hereto reflecting transactions permitted by this Agreement. (c) All legal matters incident to the making of such Loan shall be denominated in an Alternative Currencysatisfactory to the Lenders and their counsel. (d) Taking into account such Loan, there no prepayment would be required under Section 2.16. (e) The aggregate outstanding principal amount of all Facility A Loans and the aggregate face amount of all outstanding Letters of Credit shall not have occurred any change exceed the lesser to the Facility A Commitments then in national or international financial, political or economic conditions or currency exchange rates or exchange controls which effect and the Borrowing Base as then computed and determined. (f) The aggregate outstanding principal amount of all Facility A Loans and the aggregate face amount of all outstanding Letters of Credit plus the aggregate principal amount of all Facility B Loans shall not exceed the Facility A Commitments then in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders effect. (in g) In the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case issuance of any L/C Letter of Credit, the Agent shall have received a properly completed Application therefor together with the fees called for hereby. Each Borrowing Notice with respect to be denominated each Loan shall constitute a representation and warranty by the Borrowers that the conditions contained in an Alternative CurrencySections 4.2(a), (b), (d) would make it impracticable and, if applicable, (e) have been satisfied (and each request by a Borrower for such the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2 (a), (b), (d) and (e) for making a Loan to be denominated in on the relevant Alternative Currencydate of issuance of the Letter of Credit have been satisfied).

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Lender a Loan Notice (or in Borrowing Request at least the case of a Swing Line requisite time prior to the requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lender, the Borrower shall deliver have delivered evidence reasonably satisfactory to Administrative Agent evidence the Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent Lender shall have received, reviewed, and approved such additional documents and items as described in Section 3.1 as may be requested by the Lender with respect to such Loan; (e) each of the representations and warranties contained in this Agreement is material shall be true and correct and shall be deemed to be repeated by the transactions contemplated by this Agreement, and time is Borrower as if made on the requested date for such Loan (except that the representation in the last sentence of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance Section 4.5 shall not be deemed to be a waiver have been repeated upon the requested date for such Loan). (f) neither the consummation of the requirement that each condition precedent be satisfied as a prerequisite for transactions contemplated hereby nor the making of such Loan shall contravene, violate, or conflict with any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice Requirement of Law; (g) the Lender shall have received the payment of all Facility Fees and other than a Loan Notice requesting only a conversion of Loans fees payable to the other Type Lender hereunder and reimbursement from the Borrower, or a continuation as Eurocurrency Rate Loans)special legal counsel for the Lender shall have received payment from the Borrower, each Swing Line Loan Notice, for (i) all reasonable fees and each L/C expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 for which invoices have been satisfied on and presented as of or prior to the date of the applicable Loan relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or issuance to be incurred in connection with the filing and recordation of any Security Instruments, for which invoices have been presented as of or prior to the date of the applicable L/C. Notwithstanding anything requested Loan; and (h) all matters incident to the contrary set forth in this Section 7.2, Lenders will not consummation of the transactions hereby contemplated shall be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect satisfactory to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyLender.

Each Loan. The obligation of each In addition, Lender will not be obligated to make any Revolving Credit Loan unless: (other than a conversion A) Lender has received an Advance Request with respect to such proposed Revolving Credit Loan together with the information and documentation required by Section 5.3(c) of Loans to the other Type this Agreement and each statement or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) Administrative Agent shall have timely received a Loan Notice (or certification made by Borrower in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer Advance Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the Borrowing Date; (unless they speak to B) At the time of each Revolving Credit Loan (i) the representations and warranties made in the Loan Documents shall be true and correct as of such date, (ii) the Borrower shall be in compliance with all of its covenants under the Loan Documents and (iii) neither any change in the financial condition or prospect of Borrower which could have a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Effect nor any Default or Potential Event of Default exists shall have occurred and shall be continuing, or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding making of the Loans or issuance Revolving Credit Loan; (C) The making of the L/Cs each Revolving Credit Loan is permitted by Law. Upon Administrative Agent’s reasonable request; (D) All conditions related to any Revolving Credit Loan are satisfactory to Lender and its counsel, and, if requested by Lender, Borrower shall deliver have delivered to Administrative Agent Lender evidence substantiating any of the matters conditions contained in the Loan Papers that this Agreement which are necessary to enable Borrower to qualify for any Revolving Credit Loan; (E) [Reserved]; (F) In the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is reasonable opinion of the essence Lender, no Material Adverse Change shall have occurred with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as Borrower; (G) In the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver reasonable opinion of the requirement that each condition precedent be satisfied as Lender, no change in the Borrower's General Underwriting Criteria, which has a prerequisite for Material Adverse Effect on the interests of the Lender under any subsequent funding or issuanceof the Loan Documents, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans shall have occurred prior to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Advance Request; (H) [Reserved]; (I) Borrower shall have paid to the Lender any Unused Line Fee then due pursuant to Section 2.14 hereof; (J) Borrower shall have delivered to Lender an acknowledgement of lien or a release and discharge, in form and substance satisfactory to Lender, from each Person (including, without limitation, (i) a release and discharge from Bank One, NA ("Bank One") pursuant to the Master Loan or issuance and Security Agreement between Bank One and the Borrower dated as of April 2, 2001, as amended, (ii) an acknowledgement of lien from AmeriCredit Financial Services, Inc. ("AmeriCredit") pursuant to an Auto Loan Purchase and Sale Agreement between AmeriCredit and the Borrower dated as of June 5, 2000, as amended, and (iii) an acknowledgement of lien from E*TRADE Bank ("E*TRADE") pursuant to a Flow Purchase and Sale Agreement (Refinance Loans) between E*TRADE and the Borrower dated as of December 18, 2001, and a Flow Purchase and Sale Agreement (New Originations) between E*TRADE and the Borrower dated as of January 23, 2002, as amended) with any Lien, except for the Permitted Liens in favor of the applicable L/C. Notwithstanding anything Lender only, on any of the Contracts or the Collateral pledged to the contrary set forth Lender pursuant to this Agreement, the Security Agreement or any other Loan Document; and (K) such other items as the Lender may reasonably request. The delivery of an Advance Request by Borrower and the acceptance by Borrower of the proceeds of any Loan hereunder shall each be deemed to constitute a representation and warranty by Borrower as to the matters specified in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency3.2.

Each Loan. The obligation of each In addition, Lender will not be obligated to make any --------- Revolving Credit Loan (other than a conversion of Loans to or convert the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to Revolving Credit Loan into the following conditions precedent: Term Loan unless (a) Administrative Agent with respect to Revolving Credit Loans, the Lender shall have timely received a an Advance Request with respect to such proposed Revolving Credit Loan Notice (and each statement or certification made by Borrower in its Advance Request shall be true and correct in all material respects on the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C AgreementBorrowing Date; (b) at the applicable L/C Issuer shall have received any applicable L/C fee; time of each Revolving Credit Loan and the conversion of the Revolving Credit Loan into the Term Loan (ci) all of the representations and warranties of the Companies made in the Loan Papers Documents are true and correct in all material respects respects, and (unless they speak to ii) neither any change in the financial condition or prospect of Borrower which could have a specific date Material Adverse Effect nor any Default or are based on facts which Event of Default shall have changed by transactions contemplated or occurred and shall be continuing; (c) the making of each Revolving Credit Loan and the Term Loan is permitted by this Agreement)Law; (d) no Material Adverse Event, Default or Potential Default exists or would result from all matters related to any Revolving Credit Loan and the proposed funding of such Loans or issuance of L/Cs; and (e) the funding conversion of the Loans or issuance of Revolving Credit Loan into the L/Cs is permitted Term Loan are reasonably satisfactory to Lender and its counsel, and, if requested by Law. Upon Administrative Agent’s reasonable requestLender, Borrower shall deliver have delivered to Administrative Agent Lender evidence substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable Borrower to qualify for any Revolving Credit Loan or the Loans Term Loan; and (e) Lender shall have received such other agreements, documents, instruments, information, approvals or L/Csopinions as Lender may reasonably request. Each condition precedent in this Agreement is material to The delivery of an Advance Request by the transactions contemplated Borrower and the acceptance by this Agreement, and time is the Borrower of the essence with respect to proceeds of any Loan hereunder shall each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be constitute a representation and warranty that by the conditions Borrower as to the matters specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs3.2. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currency.-----------

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative at least the requisite time prior to the requested date for the relevant Loan, the Borrower shall have delivered to the Agent a Borrowing Request and a funding direction advising the Agent whether the requested Loan should be funded to an account of the Borrower at Amegy or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan; (b) no Event of Default, Default or Deficiency shall exist or will occur as a result of the making of the requested Loan; (c) if requested by the Agent or any Lender, the Borrower shall have delivered evidence satisfactory to the Agent or such Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Agent shall have timely received a Loan Notice received, reviewed and approved such additional documents and items as described in Section 3.1 as may be reasonably requested by the Agent with respect to such Loan; (or e) no event shall have occurred which, in the case reasonable opinion of the Agent or any of the Lenders, could reasonably be expected to have a Swing Line Loan, a Swing Line Loan NoticeMaterial Adverse Effect; (f) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all each of the representations and warranties of the Companies Borrower or any of the Guarantors contained in this Agreement and the other Loan Papers are Documents shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that repeated by the conditions specified in this Section 7.2 have been satisfied relevant entity as if made on and as the requested date for such Loan; (g) all of the date Security Documents shall be in full force and effect; (h) neither the consummation of the applicable transactions contemplated hereby nor the making of such Loan shall contravene, violate or issuance conflict with any Requirement of Law; and (i) if the Parent or any of its Subsidiaries has formed, after the Closing Date, any Subsidiary, such Subsidiary, if a Domestic Subsidiary, shall have executed and delivered a Joinder Agreement and a Guaranty and, if requested by the Agent, Security Documents covering the assets of such Domestic Subsidiary and the Parent, the Borrower or the relevant Subsidiary of the applicable L/C. Notwithstanding anything to Parent holding the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation equity ownership shall have executed and delivered Security Documents covering all of such Loans equity ownership as to such newly formed Domestic Subsidiaries or issuance sixty five percent (65%) of L/Cs. In such equity ownership as to such newly formed Subsidiaries which are not Domestic Subsidiaries and taken all other action requested by the case Agent or any Lender to perfect the Lien of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for all such Loan to be denominated in the relevant Alternative CurrencySecurity Documents.

Each Loan. The obligation of each In addition to the conditions precedent stated elsewhere herein, the Lender shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative Agent at least the requisite time prior to the requested date for the relevant Loan, the Borrower shall have timely received delivered to the Lender a Borrowing Request and a funding direction advising the Lender whether the requested Loan Notice should be funded to an account of the Borrower at the Lender or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the case of a Swing Line requested date for such Loan, a Swing Line Loan Notice) or the applicable L/C Issuer shall have timely received the applicable L/C Agreement; ; (b) no Event of Default or Default shall exist or will occur as a result of the applicable L/C Issuer making of the requested Loan; (c) if requested by the Lender, the Borrower shall have delivered evidence satisfactory to the Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Lender shall have received a copy of any applicable L/C fee; notice to the Trustee under the Trust Indenture required, pursuant to the provisions of the Trust Indenture, with respect to such Loan; (ce) all the Lender shall have received, reviewed and approved such additional documents and items as described in Section 3.1 as may be requested by the Lender with respect to such Loan; (f) no event shall have occurred which, in the opinion of the Lender, could reasonably be expected to have a Material Adverse Effect; (g) each of the representations and warranties of the Companies Borrower or any of the Guarantors contained in this Agreement and the other Loan Papers are Documents shall be true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (d) no Material Adverse Event, Default or Potential Default exists or would result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance of the L/Cs is permitted by Law. Upon Administrative Agent’s reasonable request, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers that are necessary to enable Borrower to qualify for the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that repeated by the conditions specified in this Section 7.2 have been satisfied relevant entity as if made on and as the requested date for such Loan; (h) all of the date Security Documents shall be in full force and effect; (i) neither the consummation of the transactions contemplated hereby nor the making of such Loan shall contravene, violate or conflict with any Requirement of Law applicable Loan to the Lender, the Borrower or issuance any of the applicable L/C. Notwithstanding anything Guarantors; and (j) the Borrower or any relevant Guarantor, as applicable, shall hold full legal title to the contrary set forth in this Section 7.2, Lenders will not Collateral pledged by it under the Security Documents and be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Term Loan Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative Currencysole beneficial owner thereof.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (other than a conversion of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Agent a Loan Notice (or in Borrowing Request at least the case of a Swing Line requisite time prior to the requested date for the relevant Loan, a Swing Line Loan Notice) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Agent or any Lender, the Borrower shall deliver have delivered evidence satisfactory to Administrative the Agent evidence or such Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementAgent shall have received, reviewed, and time is of the essence approved such additional documents and items as described in Section 3.1 as may be requested by any Lender with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLenders, could have a Material Adverse Effect; (f) each of the Required Term representations and warranties contained in this Agreement shall be true and correct and shall be deemed to be repeated by the Borrower as if made on the requested date for such Loan; (g) the Security Instruments shall be in full force and effect and provide to the Lenders the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan Lenders shall contravene, violate, or conflict with any Requirement of Law; (i) the Borrower shall hold full legal title to the Collateral pledged by such entities and be the sole beneficial owners thereof; (j) the Agent and/or each Lender shall have received payment of all Facility Fees, Letter of Credit Fees, and other fees payable to the Agent and/or each Lender hereunder and reimbursement from the Borrower, or special legal counsel for the Agent shall have received payment from the Borrower, for (i) all reasonable fees and expenses of counsel to the Agent for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the relevant Loan, and (ii) estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the case filing and recordation of any Term Loans Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be denominated in an Alternative Currency) or satisfactory to the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyAgent and each Lender.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (Loan, other than in connection with a conversion Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate Loans) is subject to the following conditions precedent: Credit Payment, unless: (a) Administrative Agent at least the requisite time prior to the requested date for the relevant Loan, the Borrowers or one of them shall have timely received delivered to the Agent a Borrowing Request and a funding direction advising the Agent whether the requested Loan Notice (or in the case should be funded to an account of a Swing Line Loan, a Swing Line Loan NoticeBorrower at Amegy or should be funded by wire transfer to an account of another Person (in which case wire transfer instructions shall be included) and each statement or the applicable L/C Issuer certification made in such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse EventEvent of Default, Default or Potential Default exists Deficiency shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Agent or any Lender, Borrower the Borrowers shall deliver have delivered evidence satisfactory to Administrative the Agent evidence or such Lender substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable Borrower the Borrowers to qualify for such Loan; (d) the Loans or L/Cs. Each condition precedent Agent shall have received, reviewed and approved such additional documents and items as described in this Agreement is material to Section 3.1 as may be reasonably requested by the transactions contemplated by this Agreement, and time is of the essence Agent with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any such Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance ; (e) no event shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable Loan or issuance of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loans) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or any of the Lenders, could reasonably be expected to have a Material Adverse Effect; (f) each of the representations and warranties of either of the Borrowers or any of the Guarantors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects and shall be deemed to be repeated by the relevant entity as if made on the requested date for such Loan; (g) all of the Security Documents shall be in full force and effect and provide to the Agent the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan shall contravene, violate or conflict with any Requirement of Law; and (i) if either of the Borrowers or any of their respective Subsidiaries has formed, after the Closing Date, any Subsidiary, such Subsidiary, if a Domestic Subsidiary, shall have executed and delivered a Joinder Agreement and a Guaranty and, if requested by the Agent, Security Documents covering the Required Term Loan Lenders (in the case assets of any Term Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any L/C to be denominated in an Alternative Currency) would make it impracticable for such Loan to be denominated in the relevant Alternative CurrencyDomestic Subsidiary.

Each Loan. The obligation of each Lender In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make any Loan (other than a conversion and Compass Bank shall not be obligated to issue any Letter of Loans to the other Type or a continuation of Revolver Loans as Eurocurrency Rate LoansCredit) is subject to the following conditions precedent: unless: (a) Administrative Agent the Borrower shall have timely received delivered to the Agent a Borrowing Request at least the requisite time prior to the requested date for the relevant Loan Notice (or Letter of Credit; each statement or certification made in the case of a Swing Line Loan, a Swing Line Loan Notice) or the applicable L/C Issuer such Borrowing Request shall have timely received the applicable L/C Agreement; (b) the applicable L/C Issuer shall have received any applicable L/C fee; (c) all of the representations and warranties of the Companies in the Loan Papers are be true and correct in all material respects on the requested date for such Loan or Letter of Credit; (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by this Agreement); (db) no Material Adverse Event, Event of Default or Potential Default exists shall exist or would will occur as a result from the proposed funding of such Loans or issuance of L/Cs; and (e) the funding of the Loans or issuance making of the L/Cs is permitted requested Loan or Letter of Credit; (c) if requested by Law. Upon Administrative Agent’s reasonable requestthe Lenders, the Borrower shall deliver have delivered evidence satisfactory to Administrative Agent evidence the Lenders substantiating any of the matters contained in the Loan Papers that this Agreement which are necessary to enable the Borrower to qualify for such Loan or Letter of Credit; (d) the Loans or L/Cs. Each condition precedent in this Agreement is material to the transactions contemplated by this AgreementLenders shall have received, reviewed, and time is of approved such additional documents and items as described in Section 3.1 as may be requested by the essence Lenders with respect to each condition precedent. Subject to the prior approval of Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as the case may be, Lenders may fund any Loan, and the applicable L/C Issuer may issue any L/C, without all conditions being satisfied, but, to the extent permitted by Law, that funding and issuance shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders, Required Revolver Lenders or Required Term Loan Lenders, as applicable, specifically waive each item in writing. Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation as Eurocurrency Rate Loans), each Swing Line Loan Notice, and each L/C Agreement submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 7.2 have been satisfied on and as of the date of the applicable such Loan or issuance Letter of the applicable L/C. Notwithstanding anything to the contrary set forth in this Section 7.2, Lenders will not be obligated to honor any Loan Notice Credit; (including a Loan Notice converting Base Rate Loans to Eurocurrency Rate Loans or continuing Eurocurrency Rate Loanse) or Swing Line Loan Notice if a Default or Potential Default exists or would result after giving effect to the proposed funding, conversion, or continuation of such Loans or issuance of L/Cs. In the case of a Loan to be denominated in an Alternative Currency, there no event shall not have occurred any change in national or international financialwhich, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative AgentLenders, could have a Material Adverse Effect; (f) each of the Required Term Loan Lenders (representations and warranties contained in the case of any Term Loans this Agreement shall be true and correct and shall be deemed to be denominated in an Alternative Currency) or repeated by the L/C Issuer (in Borrower as if made on the case of any L/C to be denominated in an Alternative Currency) would make it impracticable requested date for such Loan or Letter of Credit; (g) the Guaranties and all of the Security Instruments shall be in full force and effect and provide to the Agent the security intended thereby; (h) neither the consummation of the transactions contemplated hereby nor the making of such Loan or Letter of Credit shall contravene, violate, or conflict with any Requirement of Law; (i) each of the Borrower and the Guarantors shall hold full legal title to the Collateral pledged by such entity and be the sole beneficial owner thereof; (j) the Borrower shall have paid all fees and expenses payable by the Borrower hereunder for which invoices have been presented as of or prior to the date of the relevant Loan or Letter of Credit, including, without limitation, estimated fees charged by filing officers and other public officials incurred or to be denominated incurred in connection with the relevant Alternative Currencyfiling and recordation of any Security Instruments, for which invoices have been presented as of or prior to the date of the requested Loan or Letter of Credit; and (k) all matters incident to the consummation of the transactions hereby contemplated shall be satisfactory to the Lenders.