Common use of Conditions Precedent to Initial Credit Extensions Clause in Contracts

Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to fund any Loan requested by Borrower, each of the following conditions has been and continues thereafter to be satisfied: .1. All of the DIP Financing Documents shall have been executed in form and substance satisfactory to Lender by each of the signatories thereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, and all representations and warranties contained therein shall be true and correct in all material respects. .2. No Default or Event of Default shall exist at the time of, and would not result from the funding of, any requested Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect. .3. The Interim Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified or stayed in any respect (and, if such Order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and expenses required to be paid by Borrower hereunder on the Closing Date shall have been paid in full. .5. Lender shall have received satisfactory proof of insurance by Borrower, in accordance with the terms of this Agreement, together with loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee with respect to each policy and certified copies of Borrower’s liability insurance policies, together with endorsements naming Lender as an additional insured. .6. All of the “first day orders” presented to the Court at or about the time of the commencement of the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) shall be satisfactory in form and substance to Lender. .7. Lender shall have received a favorable opinion letter from Borrower’s counsel, in form and scope and covering such matters as shall be satisfactory to Lender. .8. There is not pending any motion which, if granted by the Court, would result in an Event of Default. .9. Lender shall have received, reviewed and found satisfactory a copy of the Budget. .10. Lender shall have received, in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that certain promissory note dated and (ii) an assignment to Lender of any and all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the promissory note.

Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of In addition to the other DIP Financing Documentsconditions set forth in Section 6.2, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender Lenders shall not be required to fund any Loan requested by BorrowerLoan, issue any Letter of Credit or deem to have issued any Existing Letters of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been and continues thereafter to be satisfied:satisfied (or waived in accordance with Section 15.1.1(d) hereof): .1. All of the DIP Financing Documents (a) Each Loan Document shall have been duly executed in form and substance satisfactory delivered to Lender Administrative Agent by each of the signatories thereto and accepted by Lenderthereto, and each Obligor shall be in compliance with all of the terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post- closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties contained therein shall be set forth in Section 9 are true and correct in all material respects. .2. No Default or Event of Default shall exist at , except to the time of, extent that such representations and would not result from the funding of, any requested Loan, warranties expressly relate solely to an earlier date (in which case such representations and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect. .3. The Interim Financing Order warranties shall have been enteredtrue and correct in all material respects on and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, shall be certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and shall delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not have been vacated, reversedamended, modified or stayed in any respect (andrevoked, if such Order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and expenses required to be paid by Borrower hereunder on the Closing Date shall have been paid in full. .5. Lender shall have received satisfactory proof of insurance by Borrower, in accordance with the terms of this Agreement, together with loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee constitute all resolutions adopted with respect to each policy and certified copies of Borrower’s liability insurance policies, together with endorsements naming Lender as this credit facility; (iii) that an additional insured. .6. All attached copy of the “first day orders” presented Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the Court at or about title, name and signature of two Persons authorized to sign the time of Loan Documents (as used herein, “Confirmation Order” means the commencement of order confirming the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) Prepackaged Plan, as entered by the Bankruptcy Court, which shall be satisfactory in form and substance to Lender. .7. Lender shall have received a favorable opinion letter from Borrower’s counsel, in form and scope and covering such matters as shall be reasonably satisfactory to Lender. .8. There is not pending any motion which, if granted by the Court, would result in an Event of Default. .9. Lender shall have received, reviewed and found satisfactory a copy of the Budget. .10. Lender shall have received, in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that certain promissory note dated and (ii) an assignment to Lender of any and all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the promissory note.Administrative Agent);

Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of In addition to the other DIP Financing Documentsconditions set forth in Section 6.2, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender Lenders shall not be required to fund any Loan requested by BorrowerLoan, issue any Letter of Credit or deem to have issued any Existing Letters of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been and continues thereafter to be satisfied:satisfied (or waived in accordance with Section 15.1.1(d) hereof): .1. All of the DIP Financing Documents (a) Each Loan Document shall have been duly executed in form and substance satisfactory delivered to Lender Administrative Agent by each of the signatories thereto and accepted by Lenderthereto, and each Obligor shall be in compliance with all of the terms thereof, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (b) Administrative Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral or arrangements reasonably satisfactory to the Administrative Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the Administrative Agent for the payment of such fees and taxes shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon such Collateral, except Permitted Liens, in each case subject to the post-closing collateral requirements set forth in Section 7.3.3. (c) Administrative Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (d) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the transactions under the Loan Documents, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties contained therein shall be set forth in Section 9 are true and correct in all material respects. .2. No Default or Event of Default shall exist at , except to the time of, extent that such representations and would not result from the funding of, any requested Loan, warranties expressly relate solely to an earlier date (in which case such representations and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect. .3. The Interim Financing Order warranties shall have been enteredtrue and correct in all material respects on and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, shall be certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and shall delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not have been vacated, reversedamended, modified or stayed in any respect (andrevoked, if such Order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and expenses required to be paid by Borrower hereunder on the Closing Date shall have been paid in full. .5. Lender shall have received satisfactory proof of insurance by Borrower, in accordance with the terms of this Agreement, together with loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee constitute all resolutions adopted with respect to each policy and certified copies of Borrower’s liability insurance policies, together with endorsements naming Lender as this credit facility; (iii) that an additional insured. .6. All attached copy of the “first day orders” presented Confirmation Order (as defined below) authorizing execution and delivery of the Loan Documents and the Definitive Restructuring Documents (as defined in the Plan Support Agreement), is in full force and effect, and not subject to a stay; and (iv) to the Court at or about title, name and signature of two Persons authorized to sign the time of Loan Documents (as used herein, “Confirmation Order” means the commencement of order confirming the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) Prepackaged Plan, as entered by the Bankruptcy Court, which shall be satisfactory in form and substance to Lender. .7. Lender shall have received a favorable opinion letter from Borrower’s counsel, in form and scope and covering such matters as shall be reasonably satisfactory to Lender. .8. There is not pending any motion which, if granted by the Court, would result in an Event of Default. .9. Lender shall have received, reviewed and found satisfactory a copy of the Budget. .10. Lender shall have received, in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that certain promissory note dated and (ii) an assignment to Lender of any and all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the promissory note.Administrative Agent);

Conditions Precedent to Initial Credit Extensions. Notwithstanding No Lender shall be obligated to make any other provision of this Agreement or any of the other DIP Financing DocumentsAdvance, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender LC Issuer shall not be required obligated to fund issue any Loan requested by BorrowerFacility LC, unless the Administrative Agent shall have received (a) evidence, satisfactory to the Administrative Agent, that the Borrowers have paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable under the Existing Agreement and that all “Commitments” under and as defined in the Existing Agreement have been (or concurrently with the initial Advances will be) terminated and (b) each of the following conditions has been and continues thereafter to be satisfied: .1. All documents, each dated the date of the DIP Financing Documents shall have been executed initial Credit Extension (or an earlier date satisfactory to the Administrative Agent, in form and substance satisfactory to Lender the Administrative Agent and each (except for any Note) in sufficient copies to provide one for each Lender: (i) Notes issued by each Borrower in favor of each Lender that has requested a Note to evidence its Advances; (ii) Certified copies of resolutions of the signatories thereto Board of Directors or equivalent managing body of each Borrower approving the transactions contemplated by this Agreement and accepted by Lender, of all documents evidencing other necessary organizational action of such Borrower with respect to this Agreement and each Obligor shall be in compliance with all the documents contemplated hereby; (iii) A certificate of the terms thereofSecretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the articles or certificate of incorporation and by- laws, or equivalent organizational documents, of such Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by such Borrower of this Agreement and the documents contemplated hereby; (iv) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of each Borrower stating that (A) the representations and warranties contained therein shall be true in Section 4.01 are correct on and correct in all material respects. .2. No Default or as of the date of such certificate as though made on and as of such date and (B) no Event of Default shall exist at the time of, and would not result from the funding of, any requested Loan, and no event shall have or Unmatured Event of Default has occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect. .3. The Interim Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified or stayed in any respect (and, if such Order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and expenses required to be paid by Borrower hereunder continuing on the Closing Date shall have been paid date of such certificate; and (v) A favorable opinion of Bxxxxxx Xxxxx Xxxxxxx & Ixxxxxxxx LLC, special counsel for the Borrowers, substantially in full. .5. Lender shall have received satisfactory proof of insurance by Borrower, in accordance with the terms of this Agreement, together with loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee with respect to each policy Exhibit D-1; and certified copies of Borrower’s liability insurance policies, together with endorsements naming Lender as an additional insured. .6. All of the “first day orders” presented to the Court at or about the time of the commencement of the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) shall be satisfactory in form and substance to Lender. .7. Lender shall have received a favorable opinion letter from Borrower’s counselof Sidley Axxxxx Xxxxx & Wxxx LLP, special counsel to ComEd, substantially in the form and scope and covering such matters as shall be satisfactory to Lenderof Exhibit D-2. .8. There is not pending any motion which, if granted by the Court, would result in an Event of Default. .9. Lender shall have received, reviewed and found satisfactory a copy of the Budget. .10. Lender shall have received, in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that certain promissory note dated and (ii) an assignment to Lender of any and all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the promissory note.

Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to fund any Post-Petition Loan requested by BorrowerBorrowers, unless, on or before September 27, 2002, or the date of the Final Financing Order, as applicable, each of the following conditions has been and continues thereafter to be satisfied: .1. (a) All of the DIP Financing Documents (unless Section 9.1(p) applies) shall have been executed in form and substance satisfactory to Lender by each of the signatories thereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, and all representations and warranties contained therein shall be true and correct in all material respects. .2. (b) No Default or Event of Default shall exist at the time of, and would not result from the funding of, any requested Post-Petition Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect. .3. (c) The Interim Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified or stayed in any respect (and, if such Order order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and expenses required to be paid by Borrower hereunder on the Closing Date shall have been paid in full. .5. (d) Lender shall have received satisfactory proof of insurance by BorrowerObligors, in accordance with the terms of this Agreement, together with and, no later than the date of the Final Financing Order, evidence of loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee with respect to each policy and certified copies of Borrower’s Obligors’ liability insurance policies, together with endorsements naming Lender as an additional insured. .6. All (e) No later than the date of the “first day orders” presented to the Court at or about the time of the commencement of the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) shall be satisfactory in form and substance to Lender. .7. Final Financing Order, Lender shall have received a favorable opinion letter from Borrower’s counselall certificates evidencing any of the Pledged Securities, together with stock powers duly endorsed in blank relating thereto. (f) Lender shall have received the Budget and found it to be acceptable in form and scope and covering such matters as shall be satisfactory to Lendersubstance. .8. There is not pending any motion which, if granted (g) All fees and expenses required to be paid by Borrowers hereunder on the Court, would result in an Event of Default. .9. Lender Closing Date shall have received, reviewed and found satisfactory a copy of the Budgetbeen paid in full. .10. Lender shall have received, in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that certain promissory note dated and (ii) an assignment to Lender of any and all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the promissory note.

Conditions Precedent to Initial Credit Extensions. Notwithstanding any other provision of this Agreement or any of the other DIP Financing Documents, and without affecting in any manner the rights of Lender under other sections of this Agreement, Lender shall not be required to fund any Post-Petition Loan requested by BorrowerBorrowers, unless, on or before September 27, 2002, or the date of the Final Financing Order, as applicable, each of the following conditions has been and continues thereafter to be satisfied: .1. (a) All of the DIP Financing Documents (unless Section 9.1(p) applies) shall have been executed in form and substance satisfactory to Lender by each of the signatories thereto and accepted by Lender, and each Obligor shall be in compliance with all of the terms thereof, and all representations and warranties contained therein shall be true and correct in all material respects. .2. (b) No Default or Event of Default shall exist at the time of, and would not result from the funding of, any requested Post-Petition Loan, and no event shall have occurred and no condition shall exist since the Petition Date that has had or could reasonably be expected to have a Material Adverse Effect. .3. (c) The Interim Financing Order shall have been entered, shall be in full force and effect and shall not have been vacated, reversed, modified or stayed in any respect (and, if such Order order is the subject of a pending appeal, no performance of any obligation of any party shall have been stayed pending such appeal). .4. All fees and expenses required to be paid by Borrower hereunder on the Closing Date shall have been paid in full. .5. (d) Lender shall have received satisfactory proof of insurance by BorrowerObligors, in accordance with the terms of this Agreement, together with and, no later than the date of the Final Financing Order, evidence of loss payable endorsements on Lender’s standard form of loss payable endorsement, naming Lender as loss payee with respect to each policy and certified copies of Borrower’s Obligors' liability insurance policies, together with endorsements naming Lender as an additional insured. .6. All (e) No later than the date of the “first day orders” presented to the Court at or about the time of the commencement of the Chapter 11 Case (including orders with respect to maintenance of Borrower’s cash management system) shall be satisfactory in form and substance to Lender. .7. Final Financing Order, Lender shall have received a favorable opinion letter from Borrower’s counselall certificates evidencing any of the Pledged Securities, together with stock powers duly endorsed in blank relating thereto. (f) Lender shall have received the Budget and found it to be acceptable in form and scope and covering such matters as shall be satisfactory to Lendersubstance. .8. There is not pending any motion which, if granted (g) All fees and expenses required to be paid by Borrowers hereunder on the Court, would result in an Event of Default. .9. Lender Closing Date shall have received, reviewed and found satisfactory a copy of the Budgetbeen paid in full. .10. Lender shall have received, in form as shall be satisfactory to Lender, (i) an assignment of any and all amounts owing by Borrower to First National Bank of Springdale, Arkansas under that certain promissory note dated and (ii) an assignment to Lender of any and all security interests, mortgages, court orders, guarantees or similar instruments securing and or guaranteeing any and all amounts owing under the promissory note.