Initial Loan. The obligation of the Lender to make its initial Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the condition precedent that the Lender shall have received all of the following items, each of which shall be satisfactory to the Lender and its counsel in form and substance:
Initial Loan. Notwithstanding any provision contained in this Agreement to the contrary, Lender shall have no obligation to make the initial Loan or issue the initial Letter of Credit under this Agreement unless Lender shall have first received:
(a) this Agreement and the Note, each duly executed by Borrower;
(b) the Guaranty, duly executed by Laclede Energy;
(c) a copy of resolutions (including an incumbency certificate) of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and the other Transaction Documents, certified by the Secretary of Borrower;
(d) a copy of resolutions of the Board of Directors (including an incumbency certificate) of Laclede Energy, duly adopted, which authorize the execution, delivery and performance of its Guaranty, certified by the Secretary of Laclede Energy;
(e) copies of the Articles of Incorporation of Borrower and Laclede Energy including any amendments thereto, certified by the Secretary of State of the states of their respective incorporations;
(f) copies of the Bylaws of Borrower and Laclede Energy including any amendments thereto, certified by the Secretaries of Borrower and Laclede Energy;
(g) certificates of corporate good standing of Borrower and Laclede Energy issued by the Secretary of State of the states of their respective incorporations;
(h) an opinion of the counsel of Borrower and Laclede Energy, in form and substance satisfactory to Lender and Lender’s counsel;
(i) UCC search results from the Missouri Secretary of State for Borrower and Laclede Energy;
(j) copies of all financial statements and other exhibits and schedules required by this Agreement and the other Transaction Documents;
(k) a letter of direction from Borrower with respect to the disbursement of the proceeds of the initial Loan under this Agreement;
(l) payment of all fees and other amounts due and owing to Lender, including without limitation payment of all accrued and unpaid expenses incurred by Lender as required under Section 7.03;
(m) the other documents, deliveries, payments described on the Closing Checklist attached hereto and incorporated herein as Exhibit B; and
(n) such other agreements, documents, instruments and certificates as Lender may reasonably request.
Initial Loan. The obligations of (a) the Lenders to make Loans (including making BA Loans and accepting Bankers’ Acceptances) or (b) any Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):
Initial Loan. Notwithstanding any other provision of this Agreement, the obligations of the relevant Lenders to fund the initial Borrowing (the “Initial Loan”) shall be subject to the prior or concurrent satisfaction, or written waiver by such Lenders, of each of the conditions precedent set forth in this Section 4.01.
Initial Loan. The obligation of Lender to make the initial Loan hereunder is, in addition to the conditions precedent specified in Section 7.2, subject to the condition precedent that Administrator shall have received all of the following, each duly executed and dated the date of such Loan (or such earlier date as shall be satisfactory to Administrator), in form and substance satisfactory to Administrator:
Initial Loan. The obligation of any Bank to make its initial Loan hereunder is subject to the conditions precedent (which conditions precedent apply to and shall be satisfied by the Borrowers severally) that the Administrative Agent shall have received the following documents (with, in the case of clauses (a), (b), (c), (d), and (e) below, sufficient counterparts or copies, as the case may be, for each Bank), each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Bank) in form and substance:
Initial Loan. The Lenders shall not be required to make the initial Loan hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for each Lender):
(a) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdictions of incorporation.
(b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii) borrowings hereunder by the Borrower in an aggregate amount up to $325,000,000.
(c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(d) A certificate, signed by the chief financial officer of the Borrower, stating that on the Agreement Date no Event of Default or Unmatured Default has occurred and is continuing.
(e) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit 4.1(e).
(f) Any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender.
(g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender, evidencing the termination of its rights and obligations under the Existing Credit Agreement and repayment of all amounts owing such Exiting Lender thereunder.
(h) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement.
(i) Such other documents as any Lender or its counsel may have reasonably requested.
Initial Loan. The obligation of Lender to make the initial Loan hereunder shall be subject to satisfaction or waiver of the following conditions precedent:
(a) Lender shall have received the Note, duly executed by Borrower;
(b) Lender shall have received a certificate, signed by an authorized representative of Borrower, stating (i) that the representations and warranties contained in the Stock Purchase Agreement are true and accurate in all material respects as though made on and as of the Borrowing Date, and (ii) that there has then occurred no Event of Default or Incipient Default which is continuing;
(c) Lender shall have received the Financing Statements, duly executed by Borrower;
(d) Lender shall have received such other instruments or documents as Lender may reasonably request relating to the existence and good standing of Borrower and the authority for execution, delivery and performance of this Agreement and the granting and/or perfection of security interest in the Collateral as contemplated herein;
(e) no Event of Default or event which, upon the lapse of time or the giving of notice or both, would constitute an Event of Default (an "Incipient Default") shall exist on the Borrowing Date;
(f) the representations and warranties of Borrower set forth in the Stock Purchase Agreement shall be true and correct in all material respects as of the Borrowing Date;
(g) the net worth (assets less liabilities, calculated in accordance with GAAP consistently applied) of SCHI shall not have declined by more than twenty percent (20%) since the date of this Agreement;
(h) Lender shall have received the notice of borrowing referred to in Section 2.2 with such certifications as may reasonably be requested by Lender;
(i) Lender shall have received an opinion of Borrower's counsel in form and substance satisfactory to Lender.
Initial Loan. No Lender will be obligated to fund the initial Loan unless the Administrative Agent has received all of the following in form and substance satisfactory to the Administrative Agent and its special counsel:
Initial Loan. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Lender shall make the Initial Loan to Borrower at the First Closing.
