Common use of Initial Extensions of Credit Clause in Contracts

Initial Extensions of Credit. The Commitment of each Lender to make its initial Loan and of each Fronting Bank to issue its initial Letter of Credit on or after the date hereof is subject to the conditions that on or prior to the date of such Extension of Credit: (a) The Agent shall have received favorable written legal opinions of (i) (A) Xxxxx X. Xxxxx, Executive Vice President and General Counsel of TXU Business Services Company or an Associate General Counsel or a local counsel of the Borrower, and (B) Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel to the Borrower, and (ii) King & Spalding LLP, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent, the Fronting Banks and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement of the Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of managers (or any duly authorized committee thereof) of the Borrower, authorizing the execution and delivery by the Borrower of this Agreement, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (c) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, any Fronting Bank or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Fronting Bank or Lender (if applicable). (d) The Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named in the Letter Agreement shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement or the Letter Agreement. (e) The Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the lenders party thereto, the Agent, as administrative agent, and the fronting banks named therein shall have been terminated.

Initial Extensions of Credit. The Commitment of each Lender to make its initial Loan and of each Fronting Bank to issue its initial Letter of Credit on or after the date hereof is subject to the conditions that on or prior to the date of such Extension of Credit: (a) The Agent shall have received favorable written legal opinions of (i) (A) Xxxxx X. Xxxxx, Executive Senior Vice President and Associate General Counsel of TXU Business Services Company or an a General Counsel or Associate General Counsel or a local counsel of the applicable Borrower, and (B) Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx Priest LLP, counsel to the BorrowerBorrowers, and (ii) King & Spalding LLP, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent, the Fronting Banks Bank and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (i) a copy of the certificate of formationincorporation or formation (as the case may be), including all amendments thereto, of the each Borrower, certified as of a recent date by the Secretary of State of the state of Delawareincorporation or formation (as the case may be) of such Borrower, and a certificate as to the good standing of the each Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the each Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the bylaws (in the case of Delivery) or limited liability company agreement (in the case of the Energy) of such Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of directors or managers (or any duly authorized committee thereof) of the Borrower, such Borrower authorizing the execution and delivery by the such Borrower of this Agreement, the Extensions of Credit to be made hereunder and the performance by the such Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or formation (as the case may be) referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the such Borrower; (iii) a certificate of another officer of the such Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the each Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the such Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (c) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, any Fronting Bank or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Fronting Bank or Lender (if applicable). (d) The Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named in the Letter Agreement Agreements shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement or the Letter AgreementAgreements. (e) The Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the lenders party thereto, the Agent, as administrative agent, and the fronting banks named therein shall have been terminated.

Initial Extensions of Credit. The Commitment of each Lender to make its initial Loan and of each Fronting Bank to issue its initial Letter of Credit on or after the date hereof is subject to the conditions that on or prior to the date of such Extension of Credit: (a) The Agent shall have received favorable written legal opinions of (i) (A) Xxxxx X. Xxxxx, Executive Vice President and General Counsel of TXU Business Services Company or an Associate General Counsel or a local counsel of the Borrower, and (B) Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx Priest LLP, counsel to the Borrower, and (ii) King & Spalding LLP, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent, the Fronting Banks and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (i) a copy of the certificate of formation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the state of Delaware, and a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the limited liability company agreement of the Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of managers (or any duly authorized committee thereof) of the Borrower, authorizing the execution and delivery by the Borrower of this Agreement, the Extensions of Credit to be made hereunder and the performance by the Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (c) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, any Fronting Bank or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Fronting Bank or Lender (if applicable). (d) The Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named in the Letter Agreement Agreements shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement or the Letter AgreementAgreements. (e) The Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the lenders party thereto, the Agent, as administrative agent, and the fronting banks named therein shall have been terminated.

Initial Extensions of Credit. The Commitment of each Lender to make its initial Loan and of each Fronting Bank to issue its initial Letter of Credit on or after the date hereof is subject to the conditions that on or prior to the date of such Extension of Credit: (a) The Agent shall have received favorable written legal opinions of (i) ) (A) Xxxxx X. Xxxxx, Executive Vice President and General Counsel of TXU Business Services Company or an Associate General Counsel or a local counsel of the Borrower, and (B) Xxxxxx Xxxx Xxxxx Raysman Thelen Reid & Xxxxxxx Priest LLP, special New York counsel to the BorrowerBorrowers, xxx (X) Xxxton & Williams LLP, general counsel to the Borrowers, and (ii) King & Spalding LLPSpaldxxx XXX, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent, the Fronting Banks Bank and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (i) a copy of the certificate of formationincorporation or formation (as the case may be), including all amendments thereto, of the each Borrower, certified as of a recent date by the Secretary of State of the state of Delawareincorporation or formation (as the case may be) of such Borrower, and a certificate as to the good standing of the each Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the each Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the bylaws (in the case of Delivery) or limited liability company agreement (in the case of the Energy) of such Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of directors or managers (or any duly authorized committee thereof) of the Borrower, such Borrower authorizing the execution and delivery by the such Borrower of this Agreement, the Extensions of Credit to be made hereunder and the performance by the such Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or formation (as the case may be) referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the such Borrower; (iii) a certificate of another officer of the such Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the each Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the such Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (c) The Agent shall have received evidence satisfactory to the Agent that the commitments of the lenders under the Original Agreements have been terminated and that all fees, accrued interest and other amounts outstanding under the Original Agreements have been paid, repaid or prepaid (as appropriate), or will be paid, repaid or prepaid (as appropriate), on the date of the first Borrowing hereunder with the proceeds of Loans. (d) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, any Fronting Bank or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Fronting Bank or Lender (if applicable). (de) The Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named in the Letter Agreement Agreements shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement or the Letter AgreementAgreements. (ef) The Agent shall have received all documentation and information required by regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the lenders party thereto, the Agent, as administrative agent, and the fronting banks named therein shall have been terminated.

Initial Extensions of Credit. The Commitment of each Lender to make its initial Loan and of each Fronting Bank to issue its initial Letter of Credit on or after the date hereof is subject to the conditions that on or prior to the date of such Extension of Credit: (a) The Agent shall have received favorable written legal opinions of (i) ) (A) Xxxxx X. XxxxxXxxxxx Xxxx & Priest LLP, Executive Vice President and General Counsel of TXU Business Services Company or an Associate General Counsel or a local special New York counsel of to the BorrowerBorrowers, and (B) Xxxxxx Xxxx Xxxxx Raysman Hunton & Xxxxxxx Xxxxxxxx LLP, general counsel to the BorrowerBorrowers, and (ii) King & Spalding LLP, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent, the Fronting Banks Bank and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (i) a copy of the certificate of formationincorporation or formation (as the case may be), including all amendments thereto, of the each Borrower, certified as of a recent date by the Secretary of State of the state of Delawareincorporation or formation (as the case may be) of such Borrower, and a certificate as to the good standing of the each Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the each Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the bylaws (in the case of Oncor) or limited liability company agreement (in the case of the Energy) of such Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board of directors or managers (or any duly authorized committee thereof) of the Borrower, such Borrower authorizing the execution and delivery by the such Borrower of this Agreement, the Extensions of Credit to be made hereunder and the performance by the such Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or formation (as the case may be) referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the such Borrower; (iii) a certificate of another officer of the such Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the each Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the such Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (c) The Agent shall have received evidence satisfactory to the Agent that the commitments of the lenders under the 2002 Agreement have been terminated and that all fees, accrued interest and other amounts outstanding under the 2002 Agreement have been paid, repaid or prepaid (as appropriate), or will be paid, repaid or prepaid (as appropriate), on the date of the first Borrowing hereunder with the proceeds of Loans. (d) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, any Fronting Bank or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Fronting Bank or Lender (if applicable). (de) The Lenders, the Fronting Bank, the Agent and the Joint Lead Arrangers named in the Letter Agreement Agreements shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement or the Letter AgreementAgreements. (e) The Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the lenders party thereto, the Agent, as administrative agent, and the fronting banks named therein shall have been terminated.

Initial Extensions of Credit. The Commitment of each Lender to make its initial Loan and of each Fronting Bank to issue its initial Letter of Credit on or after the date hereof is subject to the conditions that on or prior to the date of such Extension of Credit: (a) The Agent shall have received favorable written legal opinions of (i) ) (A) Xxxxx X. XxxxxXxxxxx Xxxx & Priest LLP, Executive Vice President and General Counsel of TXU Business Services Company or an Associate General Counsel or a local special New York counsel of to the BorrowerBorrowers, and (B) Xxxxxx Xxxx Xxxxx Raysman Hunton & Xxxxxxx LLPXxxxxxxx, general counsel to the BorrowerBorrowers, and (ii) King & Spalding LLPSpalding, special New York counsel to the Agent, in each case dated the date hereof, addressed to the Agent, the Fronting Banks and the Lenders and in form and substance satisfactory to the Agent. (b) The Agent shall have received (i) a copy of the certificate of formationincorporation or formation (as the case may be), including all amendments thereto, of the each Borrower, certified as of a recent date by the Secretary of State of the state of Delawareincorporation or formation (as the case may be) of such Borrower, and a certificate as to the good standing of the each Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary or analogous officer of the each Borrower, dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the bylaws or limited liability company agreement (in the case of the Energy) of such Borrower as in effect on such date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto are true and complete copies of resolutions duly adopted by the board Board of managers (or any duly authorized committee thereof) Directors of the Borrower, such Borrower authorizing the execution and delivery by the such Borrower of this Agreement, the Extensions of Credit to be made hereunder and the performance by the such Borrower of all of its obligations hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation or formation (as the case may be) referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement and any other document delivered in connection herewith on behalf of the such Borrower; (iii) a certificate of another officer of the such Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary or analogous officer executing the certificate pursuant to (ii) above; and (iv) a certificate of a Responsible Officer of the each Borrower, dated the date of this Agreement, stating that (A) no action, consent or approval of, registration or filing with or other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the such Borrower of this Agreement, except those as have been duly obtained and as are (1) in full force and effect, (2) sufficient for their purpose and (3) not subject to any pending or, to the knowledge of such person, threatened appeal or other proceeding seeking reconsideration or review thereof, and (B) the representations and warranties set forth in Article III hereof are true and correct in all material respects on and as of the date hereof, and (C) no Event of Default or Default has occurred and is continuing on the date hereof. (c) The Agent shall have received evidence satisfactory to the Agent that the commitments of the lenders under the 2001 Agreement have been terminated and that all fees, accrued interest and other amounts outstanding under the 2001 Agreement have been paid, repaid or prepaid (as appropriate), or will be paid, repaid or prepaid (as appropriate), on the date of the first Borrowing hereunder with the proceeds of Loans. (d) The Agent shall have received such other approvals, opinions, certificates, instruments and documents as the Agent, any Fronting Bank or any of the Lenders may have reasonably requested, in form satisfactory to the Agent and the requesting Fronting Bank or Lender (if applicable). (de) The Lenders, the Fronting BankBanks, the Agent and the Joint Lead Arrangers named in the Letter Agreement Agreements shall have received payment of all fees and reimbursements of all expenses for which invoices have been presented as and when due on or prior to the date of the initial Extension of Credit pursuant to the terms of this Agreement or the Letter AgreementAgreements. (e) The Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Agent shall have received evidence satisfactory to it that the Revolving Credit Agreement, dated as of May 26, 2006, among the Borrower, as borrower, the lenders party thereto, the Agent, as administrative agent, and the fronting banks named therein shall have been terminated.