Common use of CONDITION PRECEDENT TO INITIAL ADVANCES Clause in Contracts

CONDITION PRECEDENT TO INITIAL ADVANCES. The obligation of each Bank to make its initial Advance is subject to the condition precedent that the Administrative Agent shall have received, on or before the date hereof, the following, each dated such date (except as otherwise provided herein), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Bank: (a) Counterparts of this Agreement, duly executed and delivered by the Company, the Administrative Agent, the Banks listed on the signature pages hereto and each Remarketing Agent. (b) Certified copies of the resolutions of the Board of Directors of the Company approving the Related Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Related Documents and the transactions contemplated thereby. (c) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign each Related Document and the other documents to be delivered hereunder. (d) Copies of the Certificate of Incorporation and by-laws of the Company, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Company. (f) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Note Indenture (including the Third Supplemental Indenture thereto), duly executed by the Company and the trustee thereunder. (g) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Mortgage (including the Supplemental Indenture dated as of August 15, 1994 thereto), duly executed by the Company and the trustee thereunder. (h) A certified copy of the order of the Michigan Public Service Commission (the "MPSC ORDER") authorizing the issuance and sale of the Notes and the issuance and sale of the general and refunding mortgage bond under the Mortgage as security for the obligations of the Company under the Indenture. (i) A favorable opinion of the Company's General Counsel, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (j) Copies of the Prospectus used in connection with the offering and remarketing of the Notes as in effect on such date, including any amendments or supplements thereto. (k) Such other approvals, opinions and documents as the Majority Banks, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or any Related Document or the financial condition, properties, operations or prospects of the Company.

CONDITION PRECEDENT TO INITIAL ADVANCES. The obligation of each Bank to make its initial Advance is subject to the condition precedent that the Administrative Agent shall have received, on or before the date hereof, the following, each dated such date (except as otherwise provided herein), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Bank: (a) Counterparts of this Agreement, duly executed and delivered by the Company, the Administrative Agent, the Banks listed on the signature pages hereto and each Remarketing Agent. (b) Certified copies of the resolutions of the Board of Directors of the Company approving the Related Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Related Documents and the transactions contemplated thereby. (c) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign each Related Document and the other documents to be delivered hereunder. (d) Copies of the Certificate of Incorporation and by-laws of the Company, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Company. (f) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Note Indenture (including the Third Supplemental Indenture thereto), duly executed by the Company and the trustee thereunder. (g) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Mortgage (including the Supplemental Indenture dated as of August 15, 1994 thereto), duly executed by the Company and the trustee thereunder. (h) A certified copy of the order of the Michigan Public Service Commission (the "MPSC ORDER") authorizing the issuance and sale of the Notes and the issuance and sale of the general and refunding mortgage bond under the Mortgage as security for the obligations of the Company under the Indenture. (i) A favorable opinion of the Company's General Counsel, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (j) Copies of the Prospectus used in connection with the offering and remarketing of the Notes as in effect on such date, including any amendments or supplements thereto. (k) Such other approvals, opinions and documents as the Majority Banks, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or any Related Document or the financial condition, properties, operations or prospects of the Company.

CONDITION PRECEDENT TO INITIAL ADVANCES. The obligation of each Bank to make its initial Advance is subject to the condition precedent that the Administrative Agent shall have received, on or before the date hereof, the following, each dated such date (except as otherwise provided herein), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Bank: (a) Counterparts of this Agreement, duly executed and delivered by the Company, the Administrative Agent, the Banks listed on the signature pages hereto and each Remarketing Agent. (b) Certified copies of the resolutions of the Board of Directors of the Company approving the Related Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Related Documents and the transactions contemplated thereby. (c) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign each Related Document and the other documents to be delivered hereunder. (d) Copies of the Certificate Articles of Incorporation and by-laws of the Company, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Company. (e) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Remarketing Agreement, duly executed by the Company and each Remarketing Agent. (f) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Note Indenture (including the Third Second Supplemental Indenture theretoIndenture, dated as of September 15, 1993, as amended by the First Amendment to the Second Supplemental Indenture, dated as of August 15, 1996), duly executed by the Company and the trustee thereunder. (g) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Mortgage (including the Supplemental Indenture dated as of August September 15, 1994 1993 thereto), duly executed by the Company and the trustee thereunder. (h) A certified copy of the order of the Michigan Public Service Commission (the "MPSC ORDER") authorizing the issuance and sale of the Notes and the issuance and sale of the general and refunding mortgage bond under the Mortgage as security for the obligations of the Company under the Indenture. (i) A favorable opinion of the Company's General Counsel, substantially in the form of Exhibit C hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request. (j) Copies of the Prospectus used in connection with the offering and remarketing of the Notes as in effect on such date, including any amendments or supplements thereto. (k) Such other approvals, opinions and documents as the Majority Banks, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or any Related Document or the financial condition, properties, operations or prospects of the Company.

CONDITION PRECEDENT TO INITIAL ADVANCES. The obligation of each Bank Lender to make its initial Advance is subject to the condition conditions precedent that the Administrative Agent shall have received, on or before the date hereof, of such Advance: (a) The Agent shall have received the following, each dated such the same date (except as otherwise provided hereinfor the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and in sufficient copies (except for the Contract Notes) with one copy for each BankLender: (ai) Counterparts The Contract Notes payable to the order of this Agreementeach of the Lenders, duly executed and delivered by the Company, the Administrative Agent, the Banks listed on the signature pages hereto and each Remarketing Agent.respectively; (bii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Related DocumentsNotes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Related Documents this Agreement and the transactions contemplated thereby.Notes; (ciii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying (A) the names and true signatures of the officers of the Company Borrower authorized to sign each Related Document this Agreement and the Notes and the other documents to be delivered hereunder. ; (dA) Copies that attached thereto are true and correct copies of the Certificate of Incorporation and bythe By-laws of the CompanyBorrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Company. in each case in effect on such date; and (fA) An executed copy (or a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a that attached thereto are true and correct copy) copies of all governmental and regulatory authorizations and approvals required for the Note Indenture (including the Third Supplemental Indenture thereto)due execution, duly executed by the Company delivery and performance of this Agreement and the trustee thereunder. (g) An executed copy (or Notes, including, without limitation, a duplicate copy thereof certified by the Company in a manner satisfactory to the Administrative Agent to be a true and correct copy) of the Mortgage (including the Supplemental Indenture dated as of August 15, 1994 thereto), duly executed by the Company and the trustee thereunder. (h) A certified copy of the order (File No. 70-8149) of the Michigan SEC under the Public Service Commission Utility Holding Company Act of 1935 authorizing the Borrower s execution, delivery and performance of this Agreement and the Notes (the "MPSC ORDER"SEC Order ); (iv) authorizing the issuance and sale Copies of the Notes consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 1994, and the issuance related consolidated statements of income, retained earnings and sale cash flows of the general Borrower and refunding mortgage bond under the Mortgage as security its subsidiaries for the obligations fiscal year then ended, and copies of the Company under consolidated financial statements of the Indenture.Borrower and its subsidiaries as of June 30, 1995, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; (iv) A favorable opinion of counsel for the Company's General CounselBorrower, acceptable to the Agent, substantially in the form of Exhibit C D hereto and as to such other matters as any Bank Lender through the Administrative Agent may reasonably request; (vi) A favorable opinion of King & Spalding, Special New York counsel for the Agent, substantially in the form of Exhibit E hereto; and (vii) A duly executed and delivered Form U-1, in the form prescribed by Regulation U issued by the Board of Governors of the Federal Reserve System. (jb) Copies of The Agent shall have received the Prospectus used in connection with the offering and remarketing of the Notes as in effect on such date, including any amendments or supplements thereto. (k) Such other approvals, opinions and documents as the Majority Banks, through the Administrative Agent, may reasonably request as fees payable pursuant to the legality, validity, binding effect or enforceability of this Agreement or any Related Document or the financial condition, properties, operations or prospects of the CompanyFee Letter.