Common use of Documents and Other Agreements Clause in Contracts

Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the same date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender: (i) The Contract Notes payable to the order of each of the Lenders, respectively; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the 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 of this Agreement and the Notes, including, without limitation, the Securities Certificate filed with the PPUC by the Borrower (the "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration"); (iv) Copies of the financial statements referred to in Section 4.01(e); (v) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no event has occurred and is continuing on the date of such certificate that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (vi) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, special counsel for the Borrower, substantially in the form of Exhibit D hereto; and (vii) A favorable opinion of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel for the Documentation Agent, substantially in the form of Exhibit E hereto.

Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated the same date, in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender: (i) The Contract Notes payable to the order of each of the Lenders, respectively; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the 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 of this Agreement and the Notes, including, without limitation, the Securities Certificate filed with the PPUC by the Borrower (the "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration"); (iv) Copies of the financial statements referred to in Section 4.01(e); (v) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and date, (B) no event has occurred and is continuing on the date of such certificate that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or bothboth and (C) stating the specific provision of the Securities Certificate or the Order of Registration pursuant to which this Agreement is authorized and stating that the Borrower is in compliance with such provision; (vi) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & XxxxxxxxxIngersoll, special counsel for the Borrower, substantially in the form of Exhibit D hereto; and (vii) A favorable opinion of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel for the Documentation Administrative Agent, substantially in the form of Exhibit E hereto.

Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing first drawdown the following, each dated the same datedate (or such other date as is satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender: (i) The Contract Notes payable to the order A Note in favor of each of the Lenders, respectivelyLender that has requested a Note to evidence its Advances; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the Borrower, in each case as 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 of this Agreement and the Notes, including, without limitation, the Securities Certificate filed with the PPUC by the Borrower (the "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration"); (iv) Copies of the financial statements referred to in Section 4.01(e); (v) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no event Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both;certificate; and (viv) A favorable opinion of Xxxxxxx Bxxxxxx Xxxxx Xxxxxxx & XxxxxxxxxIxxxxxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D hereto; and (vii) A favorable opinion of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel for the Documentation Agent, substantially in the form of Exhibit E hereto.D.

Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing first drawdown the following, each dated the same datedate (or such other date as is satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender: (i) The Contract Notes payable to the order of each of the Lenders, respectively; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the Borrower, in each case as 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 of this Agreement and the Notes, including, without limitation, the Securities Certificate filed with the PPUC by the Borrower (the "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration"); (iv) Copies of the financial statements referred to in Section 4.01(e)A Federal Reserve Form U-1, appropriately completed; (v) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and date, (B) no event has occurred and is continuing on the date of such certificate that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (C) the PECO/Unicom Merger has been completed; (vi) A copy of the order of the Securities and Exchange Commission granting the Application-Declaration of Form U-1 in File No. 70-9645, as amended, with regard to the acquisition by Borrower of the common stock of Commonwealth, PECO, Genco and the other transactions described therein. (vii) favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & XxxxxxxxxBallard Spahr Andrews Ingersoll, LLP, special counsel for the BorrowerBorxxxxx, substantially in the form of Exhibit D hereto; and (viiviii) A favorable opinion of Xxxx Xxxxx Xxxx Mayer, Brown & XxXxxx LLPPlatt, counsel for the Documentation Administrative Agent, substantially in substxxxxxllx xx the form of Exhibit E hereto.

Documents and Other Agreements. The Administrative Agent shall have received on or before the day of the initial Borrowing first drawdown the following, each dated the same datedate (or such other date as is satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent and (except for the Notes) with one copy for each Lender: (i) The Contract Notes payable to the order A Note in favor of each of the Lenders, respectivelyLender that has requested a Note to evidence its Advances; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Restated Articles of Incorporation and the By-laws of the Borrower, in each case as 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 of this Agreement and the Notes, including, without limitation, the Securities Certificate filed with the PPUC by the Borrower (the "Securities Certificate") and the Order of Registration issued by the PPUC registering the Securities Certificate (the "Order of Registration"); (iv) Copies of the financial statements referred to in Section 4.01(e); (v) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no event Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both;certificate; and (viv) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & XxxxxxxxxXxxxxxxxx LLP, special counsel for the Borrower, substantially in the form of Exhibit D hereto; and (vii) A favorable opinion of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel for the Documentation Agent, substantially in the form of Exhibit E hereto.D.