Common use of Each Advance Clause in Contracts

Each Advance. The Lenders shall not be required to make any Advance unless on the applicable Borrowing Date: (a) There exists no Default or Unmatured Default. (b) At the time of and immediately after giving effect to such Advance, the representations and warranties contained in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date. (c) Immediately after giving effect to the making of any Advance or extension of credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (ii) the outstanding L/C Obligations shall not exceed the Letter of Credit Sublimit. (d) If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C Obligations. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.3(a) and (b) have been satisfied.

Each Advance. The Lenders shall not be required to make any Advance unless on the applicable Borrowing Date: (a) There exists no Default or Unmatured Default.; (b) At the time of and immediately after giving effect to such Advance, the The representations and warranties contained in ARTICLE V and in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be III of the Put Agreement are true and correct and (ii) with respect as of such Borrowing Date except to representations and warranties that do not contain a materiality qualificationthe extent any such representation or warranty is stated to relate solely to an earlier date, be in which case such representation or warranty shall have been true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such earlier date except for any representation or warranty made as and, with respect to the last sentence of an earlier dateSECTION 5.2, excluding the effect of the catastrophic event with respect to which representation and warranty shall remain true and correct in all material respects as of such earlier date.Advance is being requested; (c) Immediately after giving effect All legal matters incident to the making of any such Advance or extension of credit shall be satisfactory to the Lenders and their counsel; (and the application of the proceeds thereof)d) Concurrently therewith, (i) the sum of Borrower shall receive Preferred Stock having an aggregate liquidation preference equal to the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations such Loan and shall not exceed deliver the Aggregate Commitment then same, together with an undated stock power executed in effect blank, to the Agent in pledge subject to the Company Pledge Agreement and (ii) all of the outstanding L/C Obligations conditions precedent to the purchase of the Preferred Stock under the Standby Purchase Agreement shall not exceed be satisfied (and the Letter Agent shall receive evidence satisfactory to it that such conditions precedent shall be so satisfied) or (with the consent of Credit Sublimit.the Agent and each Lender) waived; (de) If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 Agent shall have been satisfied and received each of the documents required to be delivered by State Auto Mutual pursuant to Section 4.19 of the Put Agreement; and (iif) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C Obligationsthe initial Advance hereunder, the Agent shall have received the documents required to be delivered by State Auto Mutual pursuant to Section 4.18(f) of the Put Agreement. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.3(aSECTIONS 4.2(a) and (b) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of EXHIBIT B as a condition to making an Advance.

Each Advance. The Lenders shall not be required to make any Advance (other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), unless on the applicable Borrowing Date: (ai) There exists no Default or Unmatured Default. (bii) At The representations and warranties contained in Article V are true and correct as of such Borrowing Date except to the time extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iii) The FERC Order shall not have expired or been revoked and immediately shall permit the Borrower to incur the Indebtedness evidenced by such Advance. The Borrower shall, upon request, provide the Administrative Agent with evidence satisfactory to the Administrative Agent that, after giving effect to such Advance, the representations and warranties contained in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date. (c) Immediately after giving effect to the making of any Advance or extension of credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations short-term debt instruments issued by the Borrower in reliance upon the FERC Order shall not exceed the Aggregate Commitment then in effect and (ii) maximum amount of Indebtedness authorized by the outstanding L/C Obligations shall not exceed the Letter of Credit Sublimit. (d) If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C ObligationsFERC Order. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.3(a4.2(i) and (bii) have been satisfied. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making an Advance.

Each Advance. The Lenders shall not be required to make any Advance Advance, the effect of which is to increase the aggregate amount of Loans outstanding hereunder, unless on the applicable Borrowing Date: (ai) There exists no Default or Unmatured Default. (bii) At the time of and immediately after giving effect to such Advance, the The representations and warranties contained in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be are true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date Borrowing Date except for to the extent any such representation or warranty made as of is stated to relate solely to an earlier date, in which case such representation and or warranty shall remain have been true and correct in all material respects on and as of such earlier date. (ciii) Immediately after giving effect All legal matters incident to the making of such Advance shall be reasonably satisfactory to the Lenders and their counsel. (iv) With respect to any Advance or extension of credit (and the application of the proceeds thereof), (i) the sum of which causes the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations to exceed $45,000,000, Bank One shall not exceed be satisfied that the Aggregate Commitment then in effect and (ii) the outstanding L/C Obligations shall not exceed letter of credit issued under the Letter of Credit SublimitAgreement referred to in Section 4.1(a) will be (x) cancelled without any drawing thereunder and (y) returned to Bank One on the date of the making of such Advance. (dv) If With respect to any Advance which causes the issuance aggregate amount of a Letter outstanding Loans to exceed the remainder of Credit is requested$155,000,000 minus all reductions of the Aggregate Commitment previously made pursuant to Section 2.7(a), written evidence that the Private Placement Debt has been (i) all conditions set forth in Section 2.19 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements or concurrently with the Borrower or making of such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C ObligationsAdvance will be) paid in full. -25- Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.3(a4.2(i) and (bii) have been satisfied.

Each Advance. The Lenders shall not be required to make any Advance unless on the applicable Borrowing Date: (a) There exists no Default or Unmatured Default. (b) At the time of and immediately after giving effect to such Advance, the representations and warranties contained in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date. (c) Immediately after giving effect to the making of any Advance or extension of credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (ii) the outstanding L/C Obligations shall not exceed the Letter of Credit Sublimit. (d) If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C Obligations. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.3(a4.2(a) and (b) have been satisfied.

Each Advance. The Lenders shall not be required to make any Advance (other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances), unless on the applicable Borrowing Date: (ai) There exists no Default or Unmatured Default. (bii) At the time of and immediately after giving effect to such Advance, the The representations and warranties contained in Article V 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 which case such representation or warranty shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date. (ciii) Immediately The Borrower has delivered to the Agent a statement setting forth the Leverage Ratio (after giving effect to the making contemplated Advance) as of any Advance or extension of credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (ii) the outstanding L/C Obligations shall not exceed the Letter of Credit Sublimitsuch Borrowing Date. (div) If All legal matters incident to the issuance making of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 such Advance shall have been satisfied be satisfactory to the Lenders and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C Obligationstheir counsel. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.3(a4.3(i) and (bii) have been satisfied. Notwithstanding anything herein to the contrary, in the event that the Leverage Ratio indicated in the statement delivered pursuant to Section 4.3(iii) exceeds the applicable permitted Leverage Ratio as set forth in Section 6.19.4, the Lenders shall not be obligated to make the contemplated Advance. Any Lender may require a duly completed compliance certificate in substantially the form of Exhibit "H" hereto (after giving effect to the contemplated Advance) as a condition to making an Advance.

Each Advance. The Lenders shall not be required to make any Advance (other than an Advance that, after giving effect thereto and to the application of the proceeds thereof, does not increase the aggregate amount of outstanding Advances; provided that the conditions contained in this Section must be met for any Advance which refunds a Bid Loan), unless on the applicable Borrowing Date: (ai) There exists no Default or Unmatured Default. (bii) At the time of and immediately after giving effect to such Advance, the The representations and warranties contained in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain are true and correct in all material respects as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (ciii) Immediately after giving effect All legal matters incident to the making of any such Advance or extension of credit (shall be reasonably satisfactory to the Lenders and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (ii) the outstanding L/C Obligations shall not exceed the Letter of Credit Sublimit. (d) If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C Obligationstheir counsel. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrower that each Pledged Item included in the Borrowing Base constitutes Eligible Collateral, and that after giving effect to the amount of the Advance being requested, (a) the conditions contained in Sections 4.3(a4.2(i) and (bii) have been satisfied, (b) the Borrower has provided the Collateral Agent with the true and correct information including the GAAP Carrying Values (correctly calculated in accordance with the provisions of this Agreement) necessary to calculate the Collateral Value for all Eligible Collateral, (c) the then current Borrowing Base is equal to or greater than the aggregate unpaid principal amount outstanding under this Agreement and (d) no Lending Sublimit has been exceeded.

Each Advance. The Lenders This Agreement shall not be effective to amend and restate the Prior Agreement on the Effective Date, the Banks shall not be required to make any Advance and the Agent shall not be obligated to issue any Letter of Credit, except as otherwise contemplated by Sections 2.6(f) and (g), unless on the applicable relevant date (i.e., the Effective Date, the relevant Borrowing Date:, or relevant date of the issuance of a Letter of Credit, as applicable): (a) There exists no Default or Unmatured Default.Default and, with respect to Advances and Letters of Credit, no Default or Unmatured Default will result from the requested Advance or Letter of Credit; (b) At the time of and immediately after giving effect to such Advance, the The representations and warranties contained in Article V shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Advance as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain 5 are true and correct in all material respects as of such earlier date.date except for changes in the Schedules to this Agreement reflecting transactions permitted by this Agreement; (c) Immediately after giving effect With respect to Advances and Letters of Credit, the sum of (i) the principal balance of the outstanding Loans made by the Banks, (ii) the amount of the requested Advance, (iii) the amount of any Advance previously requested and in process, and (iv) any Letter of Credit Exposure (excluding any amounts thereof attributable to an Advance then requested and in process), is equal to or less than the Total Commitments; (d) With respect to Advances and Letters of Credit, the sum of (i) the principal balance of the outstanding Loans made by the Banks, (ii) the amount of the requested Advance, and (iii) the amount of any Advance previously requested and in process, is equal to or less than the Borrowing Base Availability; (e) With respect to Advances and Letters of Credit, the Agent has received from the Company a notice that complies in all respects with the requirements of Section 2.7; (f) No change that would cause or result in a Material Adverse Effect has occurred since September 30, 2001; (g) The most recent financial statements of the Company Group delivered to the Banks pursuant to Section 6.1 are true, correct and complete in all material respects, fairly represent the financial condition of the Company and the Guarantors and have been prepared on a basis consistent with prior periods. As of the date of such Advance or issuance of such Letter of Credit, there are no obligations, liabilities or Material Indebtedness (including contingent and indirect liabilities and obligations or unusual forward or long-term commitments) of the Company or the Guarantors which, separately or in the aggregate, are material and which are not reflected or otherwise disclosed in such financial statements; and (h) All legal matters incident to the making of any such Advance or extension issuance of credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Loans plus outstanding L/C Obligations shall not exceed the Aggregate Commitment then in effect and (ii) the outstanding L/C Obligations shall not exceed the such Letter of Credit Sublimit. (d) If shall be reasonably satisfactory to the Banks and their respective counsel. Each request for an Advance hereunder and each request for the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.19 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Defaulting Lender be deemed to eliminate the L/C Issuer’s risk with respect to such Defaulting Lender’s L/C Obligations. Each Borrowing Notice with respect to each such Advance shall constitute be a representation and warranty by the Borrower that Company to the conditions contained Banks, as of the applicable Borrowing Date or the date of the issuance of the Letter of Credit, as to each of the matters specified in Sections 4.3(a) and (b) have been satisfiedthis Section 4.2.