Common use of ALL LOANS; LC GUARANTIES Clause in Contracts

ALL LOANS; LC GUARANTIES. The obligation of Lender to make the initial Loan and each subsequent Loan or to issue an LC Guaranty is subject to the following further conditions precedent (except as set forth in Section 12.2(c)): (i) No Event of Default or Unmatured Event of Default shall have occurred and be continuing or will result from the making of such Loan or issuing such LC Guaranty, (ii) the warranties and representations contained in this Agreement and the Related Documents shall be true and correct in all material respects as of the date of such requested Loan or provision of such LC Guaranty, with the same effect as though made on the date of such Loan or provision of such LC Guaranty, and (iii) there shall have been no material adverse change or notice to any Borrower of prospective material adverse change with respect to insurance maintained by any Borrower. (i) No claims, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry not disclosed in writing by Borrowers to Lender prior to the date of the last previous Loan or issuance of an LC Guaranty, whichever shall be pending or known to be threatened against any Borrower any Subsidiary of any Borrower or Parent, (ii) no material development not so disclosed shall have occurred in any claim, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry which was so disclosed, and (iii) no event, condition or development shall have occurred or developed at any time (whether before or after the making of the last previous Loan), which (in the case of each of the foregoing clauses (i) through (iii)) in the opinion of Lender could have a Material Adverse Effect. (c) Lender shall have received: (i) a Monthly Report from each Borrower dated no more than thirty-one (31) days prior to the date of such Loan (provided such period shall be two (2) days prior in the case of the Initial Loans), (ii) a Borrowing Base Certificate delivered in accordance with Section 11.1(n), (iii) not later than the fifteenth Business Day of the first calendar month following the making of each Loan, a certificate, substantially in the form of Exhibit H or in such other form as Lender shall from time to time designate to the Funds Administrator (the "Borrowing Certificate") dated the last Business Day of the month in which such Loan was requested, signed by the President or a Vice President of each Borrower, (iv) not less than three (3) days prior to the making of an LC Guaranty, a certificate substantially in the form of Exhibit I (the "LC Guaranty Request") relating to all Permitted LCs to be covered by an LC Guaranty since the most recent prior LC Guaranty Request, signed by the President or a Vice President or other appropriate officer of each Borrower, and (v) such other documents as Lender may reasonably request in support of such requested Loan or LC Guaranty, provided, that unless otherwise requested by Lender, each Borrower may deliver one Borrowing Certificate each calendar month for all Loans for which such Borrowing Certificate is required.

ALL LOANS; LC GUARANTIES. The obligation of each Lender to make the its initial Loan Loans and each subsequent Loan or to issue an LC Guaranty is subject to the following further conditions precedent (except as set forth in Section SECTION 12.2(c)): (i) No Event of Default or Unmatured Event of Default shall have occurred and be continuing or will result from the making of such Loan or issuing such LC Guaranty, (ii) the warranties and representations contained in this Agreement and the Related Documents shall be true and correct in all material respects as of the date of such requested Loan or provision of such LC Guaranty, with the same effect as though made on the date of such Loan or provision of such LC Guaranty, and (iii) there shall have been no material adverse change or notice to any Borrower of prospective material adverse change with respect to insurance maintained by any Borrower. (i) No claimsclaim, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry not disclosed in writing by Borrowers Borrower to Lender prior to the date of the last previous Loan or issuance of an LC Guaranty, whichever shall be have most recently occurred, is pending or known to be threatened against any Borrower any Subsidiary of any Borrower or ParentBorrower, (ii) no material development not so disclosed shall have occurred in any claim, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry which was so disclosed, and (iii) no event, condition or development shall have occurred or developed at any time (whether before or after the making of the last previous Loan), which (in the case of each of the foregoing clauses CLAUSES (i) through (iii)) in the reasonable opinion of Lender the Required Lenders could have a Material Adverse Effect. (c) Lender Agent shall have received: (i) a Monthly Report from each Borrower dated no more than thirty-one (31) days prior to the date of such Loan (provided such period shall be two (2) days prior in the case of the Initial Loans), (ii) a Borrowing Base Certificate delivered in accordance with Section 11.1(nSECTION 11.1(a), (iiiii) not later than the fifteenth twentieth Business Day of the first calendar month following the making of each Loan, a certificate, substantially in the form of Exhibit EXHIBIT H or in such other substantially similar form as Lender Agent shall from time to time designate to the Funds Administrator Borrower (the "Borrowing CertificateBORROWING CERTIFICATE") dated the last Business Day of the month in which such Loan was requested, signed by the President or a Vice President of each Borrower, (iviii) not less than three (3) days prior to the making of an LC Guaranty, a certificate substantially in the form of Exhibit EXHIBIT I (the "LC Guaranty RequestGUARANTY REQUEST") relating to all Permitted LCs to be covered by an LC Guaranty since the most recent prior LC Guaranty Request, signed by the President or a Vice President or other appropriate officer of each Borrower, and (viv) such other documents as Lender Agent may reasonably request in support of such requested Loan or LC Guaranty, provided, that unless otherwise requested by LenderAgent, each Borrower may deliver one Borrowing Certificate each calendar month for all Loans for which such Borrowing Certificate is required.

ALL LOANS; LC GUARANTIES. The obligation of Lender the Lenders to make the initial Loan and each subsequent Loan or to issue an LC Guaranty is subject to the following further conditions precedent (except as set forth in Section 12.2(c)): (i) No Event of Default or Unmatured Event of Default shall have occurred and be continuing or will result from the making of such Loan or issuing such LC Guaranty, (ii) the warranties and representations contained in this Agreement and the Related Documents shall be true and correct in all material respects as of the date of such requested Loan or provision of such LC Guaranty, with the same effect as though made on the date of such Loan or provision of such LC Guaranty, and (iii) there shall have been no material adverse change or notice to any Borrower of prospective material adverse change with respect to insurance maintained by any Borrower. (i) No claims, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry not disclosed in writing by Borrowers Borrower to Lender prior to the date of the last previous Loan or issuance of an LC Guaranty, whichever shall be pending or known to be threatened against any Borrower any Subsidiary of any Borrower or ParentBorrower, (ii) no material development not so disclosed shall have occurred in any claim, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry which was so disclosed, and (iii) no event, condition or development shall have occurred or developed at any time (whether 80 before or after the making of the last previous Loan), which (in the case of each of the foregoing clauses (i) through (iii)) in the opinion of Lender the Required Lenders could have a Material Adverse Effect. (c) Lender Agent shall have received: received (i) a Monthly Report from each Borrower dated no more than thirty-one (31) days prior to the date of such Loan (provided such period shall be two (2) days prior in the case of the Initial Loans), (ii) a Borrowing Base Certificate delivered in accordance with Section 11.1(n11.1(m), (iii) not later than the fifteenth Business Day of the first calendar month following the making of each Loan, a certificate, substantially in the form of Exhibit H 12.2(c)-1 or in such other form as Lender Agent shall from time to time designate to the Funds Administrator Borrower (the "Borrowing CertificateBORROWING CERTIFICATE") dated the last Business Day of the month in which such Loan was requested, signed by the President or a Vice President of each Borrower, (iv) not less than three (3) days prior to the making of an LC Guaranty, a certificate substantially in the form of Exhibit I 12.2(c)-2 (the "LC Guaranty RequestGUARANTY REQUEST") relating to all Permitted LCs to be covered by an LC Guaranty since the most recent prior LC Guaranty Request, signed by the President or a Vice President or other appropriate officer of each Borrower, and (v) such other documents as Lender Agent may reasonably request in support of such requested Loan or LC Guaranty, provided, that unless otherwise requested by LenderAgent, each Borrower may deliver one Borrowing Certificate each calendar month for all Loans for which such Borrowing Certificate is required.

ALL LOANS; LC GUARANTIES. The obligation of Lender to make the initial Loan and each subsequent Loan or to issue an LC Guaranty is subject to the following further conditions precedent (except as set forth in Section 12.2(cSECTION 12.3(c)): (i) No Event of Default or Unmatured Event of Default shall have occurred and be continuing or will result from the making of such Loan or issuing such LC Guaranty, (ii) the warranties and representations contained in this Agreement and the Related Documents shall be true and correct in all material respects as of the date of such requested Loan or provision of such LC Guaranty, with the same effect as though made on the date of such Loan or provision of such LC Guaranty, and (iii) there shall have been no material adverse change or notice to any Borrower Obligor of prospective material adverse change with respect to insurance maintained by any BorrowerObligor. (i) No claims, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry not disclosed in writing by Borrowers to Lender prior to the date of the last previous Loan or issuance of an LC Guaranty, whichever shall be pending or known to be threatened against any Borrower any Subsidiary of any Borrower or ParentObligor, (ii) no material development not so disclosed shall have occurred in any claim, litigation (including, without limitation, derivative actions), arbitration, governmental proceeding, investigation or inquiry which was so disclosed, and (iii) no event, condition or development shall have occurred or developed at any time (whether before or after the making of the last previous Loan), which (in the case of each of the foregoing clauses CLAUSES (i) through (iii)) in the opinion of Lender could have a Material Adverse Effect. (c) Lender shall have received: (i) a Monthly Report from each Borrower dated no more than thirty-one (31) days prior to the date of such Loan (provided such period shall be two (2) days prior in the case of the Initial Loans)Loan, (ii) a Borrowing Base Certificate delivered in accordance with Section SECTION 11.1(n), (iii) not later than the fifteenth Business Day of the first calendar month following the making of each Loan, a certificate, substantially in the form of Exhibit H EXHIBIT F or in such other form as Lender shall from time to time designate to the Funds Administrator Borrowers (the "Borrowing CertificateBORROWING CERTIFICATE") dated the last Business Day of the month in which such Loan was requested, signed by the President or a Vice President of each Borrower, (iv) not less than three (3) days prior to the making of an LC Guaranty, a certificate substantially in the form of Exhibit I EXHIBIT G (the "LC Guaranty RequestGUARANTY REQUEST") relating to all Permitted LCs to be covered by an LC Guaranty since the most recent prior LC Guaranty Request, signed by the President or a Vice President or other appropriate officer of each Borrower, and (v) such other documents as Lender may reasonably request in support of such requested Loan or LC Guaranty, provided, that unless otherwise requested by LenderXxxxxx, each Borrower may deliver one Borrowing Certificate each calendar month for all Loans for which such Borrowing Certificate is required.