Common use of CIPS Clause in Contracts

CIPS. In the case of CIPS: (i) The CIPS Credit Agreement Bond has been duly authorized by CIPS and, when delivered to the Agent under the CIPS Bond Delivery Agreement, the CIPS Credit Agreement Bond will have been duly executed, authenticated, issued and delivered, and will constitute a valid and legally binding obligation of CIPS entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the CIPS Indenture. The CIPS Indenture has been duly authorized by CIPS and, at CIPS’s Accession Date, the CIPS Indenture (as supplemented and amended by the CIPS Supplemental Indenture) will be duly executed and delivered by CIPS and will be a valid and legally binding instrument, enforceable against CIPS in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing. (ii) The CIPS Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the CIPS Credit Agreement Bond to the Agent is not required to be registered under the Securities Act of 1933, as amended. (iii) Substantially all of the permanent, fixed properties of CIPS are owned in fee simple or are held under valid leases, in each case subject only to the liens of current mortgages (including the lien of the CIPS Indenture) and “permitted encumbrances and liens” (as defined in the CIPS Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of CIPS to its properties or its right to use its properties in connection with its business as presently conducted. The CIPS Indenture creates in favor of the CIPS Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the CIPS Indenture, including the Agent as holder of the CIPS Credit Agreement Bond, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of CIPS and constitutes a perfected security interest in all such property and assets, subject to (A) Liens, reservations and exceptions permitted under the CIPS Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated. (iv) Upon delivery of the CIPS Credit Agreement Bond to the Agent and unless the CIPS Credit Agreement Bond has been released by the Agent, the CIPS Credit Agreement Bond has been paid in full, or both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have been reduced to zero, (A) the CIPS Credit Agreement Bond is outstanding (to the extent both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have not been permanently reduced), (B) the Agent is the holder of the CIPS Credit Agreement Bond for all purposes under the CIPS Indenture (unless the Agent transfers the CIPS Credit Agreement Bond) and (C) the CIPS Credit Agreement Bond ranks pari passu with all other bonds and instruments issued pursuant to the CIPS Indenture. (v) As of the Closing Date, after giving effect to the delivery of the CIPS Credit Agreement Bond to the Agent, (A) the principal amount of outstanding Indebtedness issued under the CIPS Indenture, including the principal amount of Indebtedness represented by the CIPS Credit Agreement Bond, is $496,500,000, and (B) the issuance availability under the CIPS Indenture (giving effect to any applicable “net earnings” certificate requirement) based upon "bondable property" (as defined in the CIPS Indenture) or upon bonds that have been paid, canceled, redeemed or otherwise discharged is not less than $50,000,000.

CIPS. In the case of CIPS: (i) The CIPS Credit Agreement Bond has Bonds have been duly authorized by CIPS and, when delivered to the Agent under the CIPS Bond Delivery Agreement, the CIPS Credit Agreement Bond Bonds will have been duly executed, authenticated, issued and delivered, and will constitute a valid and legally binding obligation obligations of CIPS entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the CIPS Indenture. The CIPS Indenture has been duly authorized by CIPS and, at CIPS’s Accession Date, the CIPS Indenture (as supplemented and amended by the CIPS Supplemental Indenture) will be duly executed and delivered by CIPS and will be a valid and legally binding instrument, enforceable against CIPS in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing. (ii) The CIPS Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the CIPS Credit Agreement Bond Bonds to the Agent is not required to be registered under the Securities Act of 1933, as amended. (iii) Substantially all of the permanent, fixed properties of CIPS are owned in fee simple or are held under valid leases, in each case subject only to the liens of current mortgages (including the lien of the CIPS Indenture) Indenture and “permitted encumbrances and liens” (as defined in the CIPS Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of CIPS to its properties or its right to use its properties in connection with its business as presently conducted. The CIPS Indenture creates in favor of the CIPS Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the CIPS Indenture, including the Agent as holder of the CIPS Credit Agreement BondBonds, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of CIPS and constitutes a perfected security interest in all such property and assets, subject to (A) Liens, reservations and exceptions permitted under the CIPS Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated. (iv) Upon each delivery of the CIPS Credit Agreement Bond Bonds to the Agent and unless the all CIPS Credit Agreement Bond has Bonds have been released by the Agent, the CIPS Credit Agreement Bond has Bonds have been paid in full, or both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have been reduced to zero, (A) the CIPS Credit Agreement Bond is Bonds are outstanding (to in an amount not less than the extent both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have not been permanently reduced)at such time, (B) the Agent is the holder of the CIPS Credit Agreement Bonds delivered under the CIPS Bond Delivery Agreement for all purposes under the CIPS Indenture (unless the Agent transfers the CIPS Credit Agreement BondBonds) and (C) the CIPS Credit Agreement Bond ranks Bonds rank pari passu with all other bonds and instruments issued pursuant to the CIPS Indenture. (v) (A) As of the Closing Date, assuming $135,000,000 of CIPS Credit Agreement Bonds are delivered to the Agent and CIPS’s “Borrower Sublimit” under the Existing Credit Agreement is correspondingly reduced, the principal amount of outstanding Indebtedness issued under the CIPS Indenture is $496,500,000, and (B) as of the Closing Date and as of each Increase Date, after giving effect to the delivery of the CIPS Credit Agreement Bond Bonds to the AgentAgent as of such dates, (A) the principal amount of outstanding Indebtedness issued under the CIPS Indenture, including the principal amount of Indebtedness represented by the CIPS Credit Agreement Bond, is $496,500,000, and (B) the issuance availability under the CIPS Indenture (giving effect to any applicable “net earningsearnings certificate” certificate requirement) based upon "bondable property" “property additions” (as defined in the CIPS Indenture) or upon bonds that have been paid, canceledretired, redeemed redeemed, canceled or otherwise discharged surrendered for cancelation, is not less than $50,000,000the CIPS Minimum Bonding Capacity.

CIPS. In the case of CIPS: (i) The CIPS Credit Agreement Bond has been duly authorized by CIPS and, when delivered to the Agent under the CIPS Bond Delivery Agreement, the CIPS Credit Agreement Bond will have been duly executed, authenticated, issued and delivered, and will constitute a valid and legally binding obligation obligations of CIPS entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the CIPS Indenture. The CIPS Indenture has been duly authorized by CIPS and, at CIPS’s Accession Date, the CIPS Indenture (as supplemented and amended by the CIPS Supplemental Indenture) will be duly executed and delivered by CIPS and will be a valid and legally binding instrument, enforceable against CIPS in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing. (ii) The CIPS Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the CIPS Credit Agreement Bond to the Agent is not required to be registered under the Securities Act of 1933, as amended. (iii) Substantially all of the permanent, fixed properties of CIPS are owned in fee simple or are held under valid leases, in each case subject only to the liens of current mortgages (including the lien of the CIPS Indenture) Indenture and “permitted encumbrances and liens” (as defined in the CIPS Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of CIPS to its properties or its right to use its properties in connection with its business as presently conducted. The CIPS Indenture creates in favor of the CIPS Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the CIPS Indenture, including the Agent as holder of the CIPS Credit Agreement Bond, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of CIPS and constitutes a perfected security interest in all such property and assets, subject to (A) Liens, reservations and exceptions permitted under the CIPS Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated. (iv) Upon each delivery of the CIPS Credit Agreement Bond to the Agent and unless the CIPS Credit Agreement Bond has been released by the AgentAgent in accordance with the terms of this Agreement, the CIPS Credit Agreement Bond has been paid in full, or both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have been reduced to zero, (A) the CIPS Credit Agreement Bond is outstanding (to in an amount not less than the extent both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have not been permanently reduced)at such time, (B) the Agent is the holder of the CIPS Credit Agreement Bond delivered under the CIPS Bond Delivery Agreement for all purposes under the CIPS Indenture (unless the Agent transfers the CIPS Credit Agreement BondBond in accordance with the terms of this Agreement) and (C) the CIPS Credit Agreement Bond ranks pari passu with all other bonds and instruments issued pursuant to the CIPS Indenture. (v) As of the Closing Date, after giving effect to the delivery of the $135,000,000 CIPS Credit Agreement Bond to the Agent, and after giving effect to the retirement of the First Mortgage Bonds issued by CIPS to secure the Existing Illinois Credit Agreement described in clause (Aa) of the definition thereof, the principal amount of outstanding Indebtedness issued under the CIPS Indenture, including the principal amount of Indebtedness represented by the CIPS Credit Agreement Bond, Indenture is $496,500,000, and (B) the issuance availability under the CIPS Indenture (giving effect to any applicable “net earnings” certificate requirement) based upon "bondable property" (as defined in the CIPS Indenture) or upon bonds that have been paid, canceled, redeemed or otherwise discharged is not less than $50,000,000446,500,000.

CIPS. In the case of CIPS: (i) The CIPS Credit Agreement Bond has been duly authorized by CIPS and, when delivered to the Agent under the CIPS Bond Delivery Agreement, the CIPS Credit Agreement Bond will have been duly executed, authenticated, issued and delivered, and will constitute a valid and legally binding obligation of CIPS entitled to participate ratably with the other First Mortgage Bonds from time to time outstanding thereunder in the security afforded by the CIPS Indenture. The CIPS Indenture has been duly authorized by CIPS and, at CIPS’s Accession Date, the CIPS Indenture (as supplemented and amended by the CIPS Supplemental Indenture) will be duly executed and delivered by CIPS and will be a valid and legally binding instrument, enforceable against CIPS in accordance with its terms, subject to the laws of the State of Illinois affecting the remedies for the enforcement of the security provided for therein and except as may be limited by (i) bankruptcy, insolvency, reorganization and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) requirements of reasonableness, good faith and fair dealing. (ii) The CIPS Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended. The issuance of the CIPS Credit Agreement Bond to the Agent is not required to be registered under the Securities Act of 1933, as amended. (iii) Substantially all of the permanent, fixed properties of CIPS are owned in fee simple or are held under valid leases, in each case subject only to the liens of current mortgages (including the lien of the CIPS Indenture) and “permitted encumbrances and liens” (as defined in the CIPS Indenture) and such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of CIPS to its properties or its right to use its properties in connection with its business as presently conducted. The CIPS Indenture creates in favor of the CIPS Trustee for the ratable benefit of the holders of each outstanding series of First Mortgage Bonds issued under the CIPS Indenture, including the Agent as holder of the CIPS Credit Agreement Bond, a legal, valid and enforceable first priority security interest in substantially all the property, plant and equipment, franchises and related rights of CIPS and constitutes a perfected security interest in all such property and assets, subject to to (A) Liens, reservations and exceptions permitted under the CIPS Indenture as in effect on the date hereof and under Section 6.13 and (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which such property and assets are held or operated. (iv) Upon delivery of the CIPS Credit Agreement Bond to the Agent and unless the CIPS Credit Agreement Bond has been released by the Agent, the CIPS Credit Agreement Bond has been paid in full, or both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have been reduced to zero, (A) the CIPS Credit Agreement Bond is outstanding (to the extent both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure have not been permanently reduced), (B) the Agent is the holder of the CIPS Credit Agreement Bond for all purposes under the CIPS Indenture (unless the Agent transfers the CIPS Credit Agreement Bond) and (C) the CIPS Credit Agreement Bond ranks pari passu with all other bonds and instruments issued pursuant to the CIPS Indenture. (v) As of the Closing Date, after giving effect to the delivery of the CIPS Credit Agreement Bond to the Agent, (A) the principal amount of outstanding Indebtedness issued under the CIPS Indenture, including the principal amount of Indebtedness represented by the CIPS Credit Agreement Bond, is $496,500,000, and (B) the issuance availability under the CIPS Indenture (giving effect to any applicable “net earnings” certificate requirement) based upon "bondable property" (as defined in the CIPS Indenture) or upon bonds that have been paid, canceled, redeemed or otherwise discharged is not less than $50,000,000.