Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as applicable, to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied:
(a) The Administrative Agent shall have received on or before such date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent in sufficient copies for each Lender:
(i) Certified copies of the resolutions of the board of directors of each Borrower approving this Agreement, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Agreement (other than any documents evidencing Governmental Approvals described in Section 3.03).
(ii) A certificate of the Secretary or Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, any Letter of Credit application and the other documents to be delivered by such Borrower hereunder.
(iii) A favorable opinion of counsel for the Borrowers (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(iv) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E hereto.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated such date, stating that:
(i) The representations and warranties of all Borrowers contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of such date, as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) AEP shall have paid all accrued fees and expenses of the Administrative Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered...
Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender and the LC Issuer to make its extensions of credit under this Agreement on the Closing Date is subject to satisfaction of the following conditions in a manner satisfactory to the Agent:
Conditions Precedent to Initial Extensions of Credit. Lender shall not be required to fund any Advance or make any other extension of credit hereunder unless and until the following initial conditions shall have been satisfied by Borrower, in the sole opinion of Lender and its counsel:
Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).
Conditions Precedent to Initial Extensions of Credit. The obligation of each Bank to make the initial extension of credit under this Agreement, including the making of the initial Revolving Loan Advances, the making of the initial Autoborrow Advances, and the issuance of the initial Letters of Credit, shall be subject to the following conditions precedent:
Conditions Precedent to Initial Extensions of Credit. The obligations of the Post-Petition Lender to make any initial Extensions of Credit on the Closing Date are subject to the satisfaction of the conditions precedent set forth in Section 3.01 and the following conditions precedent: The Post-Petition Lender shall have received, in form and substance satisfactory to the Post- Petition Lender and its counsel (unless otherwise noted herein):
Conditions Precedent to Initial Extensions of Credit. The obligation of Lender to make the initial extension of credit under this Agreement, including any advance of principal under any Note, shall be subject to the condition precedent that each Obligor shall have delivered or shall have caused to be delivered the following: (a) an executed copy of an amendment to the Senior Loan Agreement which appropriately modifies the net worth covenant, (b) executed copies of the Transaction Documents, (c) satisfactory evidence that all post closing items set forth in the Post Closing Agreement, dated of even date herewith, among Lender and the Obligors have been completed to Lender's satisfaction and (d) the documents and other items reasonably requested by Lender to document the agreements and intent of the Loan Documents, each in form and substance satisfactory to Lender.
Conditions Precedent to Initial Extensions of Credit. The obligation of each Bank to make the initial extension of credit under this Agreement, including the making of any Revolving Loan Advances, and the issuance of any Letters of Credit, and the obligations of the Swing Line Lender to make any advances under the Swing Line Loan shall be subject to the following conditions precedent:
Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender to make its initial Advance and of each LC Issuing Bank to issue the initial Letter of Credit is subject to the conditions precedent that on or before the date of such Advance: The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender and each LC Issuing Bank: A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17; Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement;
Conditions Precedent to Initial Extensions of Credit. The obligation of each Lender to make an Advance or any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extensions of Credit hereunder is subject to the satisfaction of the following conditions precedent:
(a) The Lender Parties shall be reasonably satisfied with the organizational and legal structure and capitalization of each Loan Party and each of its Subsidiaries (including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in the Borrower and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization).
(b) All of the Governmental Authorizations, and all of the consents, approvals and authorizations of, notices and filings to or with, and other actions by, any other Person necessary in connection with the execution, delivery or performance of this Agreement, any of the Loan Documents or any of the other transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the execution, delivery or performance of this Agreement, any of the Loan Documents or any of the other transactions contemplated thereby.
(c) Before giving effect and immediately after giving pro forma effect to the execution and delivery of this Agreement, no Material Adverse Change shall have occurred since December 31, 2001.
(d) There shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or (ii) which purports to affect the legality, validity, binding effect or enforceability of this Agreement, any of the Loan Documents or any of the other transactions contemplated thereby.
(e) The execution and delivery of this Agreement shall have been consummated or shall be consummated...
