REQUEST. THE BORROWER HEREBY REQUESTS
SUCH COUNSEL TO DELIVER SUCH OPINION.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST
RELATING TO THE ORGANIZATION, EXISTENCE AND GOOD STANDING OF THE BORROWER AND
ITS SUBSIDIARIES, THE AUTHORIZATION OF THE TRANSACTIONS AND ANY OTHER LEGAL
MATTERS RELATING TO THE BORROWER AND ITS SUBSIDIARIES, THIS AGREEMENT OR THE
TRANSACTIONS, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE, DATED
THE EFFECTIVE DATE AND SIGNED BY THE PRESIDENT, A VICE PRESIDENT OR A FINANCIAL
OFFICER OF THE BORROWER,
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CONFIRMING COMPLIANCE WITH (I) THE CONDITIONS SET FORTH IN PARAGRAPHS (A) AND
(B) OF SECTION 4.02 AND (II) THE TOTAL LEVERAGE RATIO BASED ON THE MOST RECENT
FOUR QUARTER PERIOD.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE
EXTENT INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED
TO BE REIMBURSED OR PAID BY THE BORROWER HEREUNDER.
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 3:00 p.m., Houston, Texas time, on the Effective Date (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).
SECTION 4.02. EACH CREDIT EVENT. THE OBLIGATION OF EACH LENDER TO MAKE A LOAN ON
THE OCCASION OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW OR
EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET FORTH IN
THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR
EXTENSION OF SUCH LETTER OF CREDIT, AS APPLICABLE, EXCEPT TO THE EXTENT THAT
SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN
WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
EARLIER DATE.
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH
BORROWING OR THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF
CREDIT, AS APPLICABLE, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.
ARTICLE V
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and
interest