Common use of Conditions Precedent to Initial Advances Clause in Contracts

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder (the date upon which the initial Advances occur, the "Closing Date") is subject to (a) the satisfaction of the following conditions precedent: (i) the Effective Date shall have occurred; (ii) the Lenders, the Administrative Agent and Chase Securities Inc. shall have received all fees and expenses required to be paid by Tennessee in connection herewith on or before the Closing Date; 45 40 (iii) all material governmental and material third party approvals (or arrangements reasonably satisfactory to the Lenders in lieu of such approvals) necessary in connection with the Transaction (including the Merger), this Agreement and the continuing operations of Tennessee and its Subsidiaries as Subsidiaries of EPNGC shall have been obtained and be in full force and effect in all material respects and all applicable waiting periods shall have expired without any action being taken or overtly threatened by any competent governmental authority which would restrain, prevent or otherwise impose material adverse conditions on the Transaction or the financing thereof; (iv) except as set forth on Schedule III, no litigation, injunction or restraining order shall be entered or overtly threatened which in the reasonable opinion of the Lenders (taking into account the exhaustion of all appeals) would reasonably be expected to have a Material Adverse Effect; (v) since the Effective Date there shall not have occurred any change or development or event (other than those involving gas supply realignment or related regulatory matters) that in the reasonable opinion of the Lenders would reasonably be expected to have a Material Adverse Effect; and (vi) the terms and conditions of any Indebtedness of Tennessee and its Subsidiaries which is to remain outstanding after the Closing Date and be an obligation of Tennessee or any of its Subsidiaries after the Closing Date (giving effect to the Debt Realignment Plan, the Spin-offs and the Merger) shall not in the aggregate be materially more costly or otherwise materially more onerous on Tennessee than the terms and conditions of such Indebtedness immediately prior to the consummation of the Debt Realignment Plan, the Spin-offs and the Merger; and (b) receipt by the Administrative Agent of the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (i) a certificate from the President, Chief Financial Officer or Treasurer of Tennessee certifying that, to the best of his knowledge after due inquiry, (a) all material conditions to the Debt Realignment Plan, the Spin-offs (other than the consummation of the Debt Realignment Plan) and the Merger (other than consummation of the Debt Realignment Plan and the Spin-offs) have been satisfied in accordance with the terms of the Transaction Documentation, (b) the Transaction is being closed substantially in accordance with the Transaction Documentation and (c) no material amendment or modification (including, without limitation, waivers) to a material condition to the Merger has been made since the Effective Date without the approval of the Lenders (which approval shall not be unreasonably withheld); (ii) a certificate from the President or Chief Financial Officer or Treasurer of Tennessee certifying that Tennessee has received the IRS Ruling Letter, and that the 46 41 contents of the IRS Ruling Letter are consistent in all material respects with Tennessee's request to the IRS for the IRS Ruling Letter and the form of tax opinion attached as an exhibit to the Merger Agreement; (iii) evidence reasonably satisfactory to it that (A) Tennessee's existing $1.6 billion credit facility, dated as of November 15, 1994, shall be terminated concurrently with the making of any initial Advances and that all amounts owing thereunder have been satisfied and (B) each of the EPNGC Facilities is in full force and effect. (iv) certified copies of the resolutions of the Board of Directors of Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary corporate action of Tennessee and material governmental approvals to the Company, if any, with respect to this Agreement and the Notes; (v) a certificate of the Secretary or an Assistant Secretary of Tennessee certifying the names and true signatures of the officers of Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder; (vi) a favorable opinion of the General Counsel of Tennessee (or, alternatively, of Jenner & Block, counsel to Tennessee), in substantially the form of Exhibit J; (vii) a favorable opinion of Jonex, Xxy, Reavxx & Xogux, Xxw York counsel to Tennessee and EPNGC, in substantially the form of Exhibit K; (viii) certified copies of the resolutions of the Board of Directors of EPNGC approving the EPNGC Guarantee and authorizing the execution and delivery thereof, and the execution and delivery of all documents evidencing other necessary corporate action of EPNGC and governmental approvals to EPNGC, if any, with respect to the EPNGC Guarantee; (ix) a certificate of the Secretary or an Assistant Secretary of EPNGC certifying the names and true signatures of the officers of EPNGC authorized to sign the EPNGC Guarantee and the other documents to be delivered by it thereunder; (x) a favorable opinion of the General Counsel or Associate General Counsel of EPNGC and/or special Delaware counsel for EPNGC, in substantially the form of Exhibit L; (xi) a letter from the Process Agent, in substantially the form of Exhibit G, hereto, agreeing to act as Process Agent for the Company and EPNGC and to forward forthwith all process received by it to the Company. 47 42 Anything in this Agreement to the contrary notwithstanding, if all of the conditions to initial Advances specified in this Section 3.2 shall not have been fulfilled on or before June 30, 1997, (i) Tennessee shall on such date pay all accrued and unpaid fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of the Borrowers, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New York City time) on June 30, 1997; provided, however, that as soon as the Administrative Agent determines that all of the conditions to make initial Advances under this Agreement specified in this Section 3.2 shall have been fulfilled on or before June 30, 1997, the Administrative Agent shall furnish written notice to Tennessee, EPNGC, the "Administrative Agent" under the EPNGC Facilities and the Lenders to the effect that it has so determined, and such notice by the Administrative Agent shall constitute conclusive evidence that the conditions specified in this Section 3.2 have been fulfilled. Notwithstanding the foregoing, the obligations of the Borrower to pay fees pursuant to Section 2.8 as well as all obligations pursuant to Section 9.4 shall survive the termination of the Agreement.

Conditions Precedent to Initial Advances. The agreement obligation of each Lender to make the its initial Advances to Advance hereunder shall be made by it subject to the Borrowers hereunder (the date upon which the initial Advances occur, the "Closing Date") is subject to (a) the satisfaction of the following conditions precedent: (i) the Effective Date shall have occurred; (ii) the Lenders, precedent that the Administrative Agent and Chase Securities Inc. shall have received all fees and expenses required to be paid by Tennessee in connection herewith on or before the Closing Date; 45 40 (iii) all material governmental Date the following, each in form and material third party approvals (or arrangements substance reasonably satisfactory to the Lenders in lieu of such approvals) necessary in connection with Administrative Agent, the Transaction (including deliverables set forth below or, as applicable, the Merger), this Agreement and the continuing operations of Tennessee and its Subsidiaries as Subsidiaries of EPNGC events set forth below shall have occurred (or such applicable conditions precedent have been obtained waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect in all material respects and all applicable waiting periods shall have expired without any action being taken or overtly threatened by any competent governmental authority which would restrain, prevent or otherwise impose material adverse conditions on the Transaction or the financing thereofeffect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) that each of the representations and warranties are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iii) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (iv) except as set forth to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on Schedule IIIthe Closing Date, no litigationunder the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral, injunction provided that to the extent any security interest in the Collateral or restraining order any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement) is not or cannot be provided and/or perfected on the Closing Date (x) without undue burden or expense or (y) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable(s) shall not constitute a condition precedent to the availability of the initial Advance on the Closing Date but shall be entered required to be delivered after the Closing Date in accordance with Section 5.01(n); (f) copies of proper financing statement amendments (or overtly threatened which the equivalent thereof in any applicable foreign jurisdiction) and, if applicable, release letters, if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person (other than the Collateral Agent) in the reasonable opinion Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Lenders Secured Parties) of (taking into account i) counsel to the exhaustion Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered laws and non-contravention with organizational documents and material agreements, the Investment Company Act and the Xxxxxxx Rule), substantive nonconsolidation of all appealsthe Borrower with the Collateral Manager and the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) would counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) the Equityholder shall have made (or substantially simultaneously or concurrently with the Closing Date shall make) an equity contribution to the Borrower (or shall be expected deemed to have made an equity contribution to the Borrower in the form of the payment of a portion of the Purchase Price for the initial Collateral Loans) in an amount sufficient, when combined with the proceeds of the initial Advance hereunder, to pay the purchase price for the initial Collateral Loans to be included in the Collateral and all fees and expenses in connection therewith; (i) since December 31, 2016, there shall have been no Material Adverse Effect; (vj) since the Effective Date there shall not have occurred any change or development or event (other than those involving gas supply realignment or related regulatory matters) that in the reasonable opinion of the Lenders would reasonably be expected to have a Material Adverse Effect; and (vi) the terms and conditions of any Indebtedness of Tennessee and its Subsidiaries which is to remain outstanding after the Closing Date and be an obligation of Tennessee or any of its Subsidiaries after the Closing Date (giving effect to the Debt Realignment Plantransactions contemplated in connection herewith, the Spin-offs and the Merger) Borrower shall not in the aggregate be materially more costly or otherwise materially more onerous on Tennessee than the terms and conditions of such have any Indebtedness immediately prior to the consummation of the Debt Realignment Plan, the Spin-offs and the Merger; and (b) receipt by the Administrative Agent of the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (i) a certificate from the President, Chief Financial Officer or Treasurer of Tennessee certifying that, to the best of his knowledge after due inquiry, (a) all material conditions to the Debt Realignment Plan, the Spin-offs (other than the consummation of the Debt Realignment Plan) and the Merger (other than consummation of the Debt Realignment Plan and the Spin-offs) have been satisfied in accordance with the terms of the Transaction Documentation, (b) the Transaction is being closed substantially in accordance with the Transaction Documentation and (c) no material amendment or modification (including, without limitation, waivers) to a material condition to the Merger has been made since the Effective Date without the approval of the Lenders (which approval shall not be unreasonably withheld)Obligations; (iik) a certificate from the President or Chief Financial Officer or Treasurer of Tennessee certifying that Tennessee has received the IRS Ruling Letter, and that the 46 41 contents all of the IRS Ruling Letter are consistent in all material respects with Tennessee's request Covered Accounts shall have been established and shall be subject to the IRS for the IRS Ruling Letter and the form of tax opinion attached as an exhibit to the Merger Account Control Agreement; (iiil) evidence reasonably satisfactory to it that (Ai) Tennessee's existing $1.6 billion credit facility, dated as of November 15, 1994, shall all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing Date) expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be terminated concurrently received contemporaneously with the making of any initial Advances and that all amounts owing thereunder have been satisfied Closing Date; and (Bii) each (to the extent invoiced at least two (2) Business Days prior to the Closing Date) the reasonable and documented fees and expenses of Winston & Xxxxxx LLP, counsel to the EPNGC Facilities is in full force and effect. (iv) certified copies of the resolutions of the Board of Directors of Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the NotesAdministrative Agent, and of all documents evidencing other necessary corporate action of Tennessee and material governmental approvals counsel to the CompanyCustodian, if any, with respect to this Agreement the Securities Intermediary and the NotesCollateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (vm) at least three (3) Business Days prior to the Closing Date, a certificate Borrowing Base Calculation Statement prepared as of a date reasonably prior to the Secretary or an Assistant Secretary of Tennessee certifying the names and true signatures of the officers of Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunderClosing Date; (vin) a favorable opinion of evidence reasonably satisfactory to it that an amount equal to the General Counsel of Tennessee (or, alternatively, of Jenner & Block, counsel to Tennessee), in substantially the form of Exhibit J; (vii) a favorable opinion of Jonex, Xxy, Reavxx & Xogux, Xxw York counsel to Tennessee and EPNGC, in substantially the form of Exhibit K; (viii) certified copies of the resolutions of the Board of Directors of EPNGC approving the EPNGC Guarantee and authorizing the execution and delivery thereof, and the execution and delivery of all documents evidencing other necessary corporate action of EPNGC and governmental approvals to EPNGC, if any, Unfunded Reserve Required Amount with respect to the EPNGC GuaranteeCollateral Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (ixo) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Secretary or an Assistant Secretary of EPNGC certifying the names and true signatures of the officers of EPNGC authorized to sign the EPNGC Guarantee Borrower and the other documents to be delivered by it thereunderEquityholder; (xp) a favorable opinion of the General Counsel or Associate General Counsel of EPNGC and/or special Delaware counsel for EPNGC, in substantially the form of Exhibit L; (xi) a letter from the Process Agent, in substantially the form of Exhibit G, hereto, agreeing to act as Process Agent for the Company Lenders and EPNGC and to forward forthwith all process received by it to the Company. 47 42 Anything in this Agreement to the contrary notwithstanding, if all of the conditions to initial Advances specified in this Section 3.2 shall not have been fulfilled on or before June 30, 1997, (i) Tennessee shall on such date pay all accrued and unpaid fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of the Borrowers, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New York City time) on June 30, 1997; provided, however, that as soon as the Administrative Agent determines that all of the conditions to make initial Advances under this Agreement specified in this Section 3.2 shall have been fulfilled on or before June 30, 1997, the Administrative Agent shall furnish written notice have received a Notice of Borrowing with respect to Tennesseesuch Advance (including the Borrowing Base Calculation Statement attached thereto, EPNGCall duly completed) delivered in accordance with Section 2.02, the "Administrative Agent" under the EPNGC Facilities and the Lenders to the effect that it has so determined, and such notice certified by the Administrative Agent shall constitute conclusive evidence that the conditions specified in this Section 3.2 have been fulfilled. Notwithstanding the foregoing, the obligations a Responsible Officer of the Borrower to pay fees pursuant to Section 2.8 as well as all obligations pursuant to Section 9.4 shall survive (or the termination Collateral Manager on behalf of the AgreementBorrower), demonstrating that immediately after the making of such initial Advance, each of the Coverage Tests, the Collateral Quality Test and the Concentration Limitations shall be satisfied; (q) the Borrower (or the Collateral Manager on behalf of the Borrower) shall have delivered to the Custodian all of the Loan Files for each Collateral Loan owned by the Borrower at the address identified herein; and (r) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties.

Conditions Precedent to Initial Advances. The agreement obligation of each Lender to make the its initial Advances to Advance hereunder shall be made by it subject to the Borrowers hereunder (the date upon which the initial Advances occur, the "Closing Date") is subject to (a) the satisfaction of the following conditions precedent: (i) the Effective Date shall have occurred; (ii) the Lenders, precedent that the Administrative Agent and Chase Securities Inc. shall have received all fees and expenses required to be paid by Tennessee in connection herewith on or before the Closing Date; 45 40 (iii) all material governmental Date the following, each in form and material third party approvals (or arrangements substance reasonably satisfactory to the Lenders in lieu of such approvals) necessary in connection with Administrative Agent, the Transaction (including deliverables set forth below or, as applicable, the Merger), this Agreement and the continuing operations of Tennessee and its Subsidiaries as Subsidiaries of EPNGC events set forth below shall have occurred (or such applicable conditions precedent have been obtained waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect in all material respects and all applicable waiting periods shall have expired without any action being taken or overtly threatened by any competent governmental authority which would restrain, prevent or otherwise impose material adverse conditions on the Transaction or the financing thereofeffect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) that each of the representations and warranties are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iii) to its knowledge, that no Default or Event of Default has occurred and is continuing, and (iv) except as set forth to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on Schedule IIIthe Closing Date, no litigationunder the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral, injunction provided that to the extent any security interest in the Collateral or restraining order any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement) is not or cannot be provided and/or perfected on the Closing Date (x) without undue burden or expense or (y) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable(s) shall not constitute a condition precedent to the availability of the initial Advance on the Closing Date but shall be entered required to be delivered after the Closing Date in accordance with Section 5.01(n); (f) copies of proper financing statement amendments (or overtly threatened which the equivalent thereof in any applicable foreign jurisdiction) and, if applicable, release letters, if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person (other than the Collateral Agent) in the reasonable opinion Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Lenders Secured Parties) of (taking into account i) counsel to the exhaustion Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered laws and non-contravention with organizational documents and material agreements, the Investment Company Act and the Vxxxxxx Rule), substantive nonconsolidation of all appealsthe Borrower with the Collateral Manager and the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) would counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) the Equityholder shall have made (or substantially simultaneously or concurrently with the Closing Date shall make) an equity contribution to the Borrower (or shall be expected deemed to have made an equity contribution to the Borrower in the form of the payment of a portion of the Purchase Price for the initial Collateral Loans) in an amount sufficient, when combined with the proceeds of the initial Advance hereunder, to pay the purchase price for the initial Collateral Loans to be included in the Collateral and all fees and expenses in connection therewith; (i) since December 31, 2016, there shall have been no Material Adverse Effect; (vj) since the Effective Date there shall not have occurred any change or development or event (other than those involving gas supply realignment or related regulatory matters) that in the reasonable opinion of the Lenders would reasonably be expected to have a Material Adverse Effect; and (vi) the terms and conditions of any Indebtedness of Tennessee and its Subsidiaries which is to remain outstanding after the Closing Date and be an obligation of Tennessee or any of its Subsidiaries after the Closing Date (giving effect to the Debt Realignment Plantransactions contemplated in connection herewith, the Spin-offs and the Merger) Borrower shall not in the aggregate be materially more costly or otherwise materially more onerous on Tennessee than the terms and conditions of such have any Indebtedness immediately prior to the consummation of the Debt Realignment Plan, the Spin-offs and the Merger; and (b) receipt by the Administrative Agent of the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (i) a certificate from the President, Chief Financial Officer or Treasurer of Tennessee certifying that, to the best of his knowledge after due inquiry, (a) all material conditions to the Debt Realignment Plan, the Spin-offs (other than the consummation of the Debt Realignment Plan) and the Merger (other than consummation of the Debt Realignment Plan and the Spin-offs) have been satisfied in accordance with the terms of the Transaction Documentation, (b) the Transaction is being closed substantially in accordance with the Transaction Documentation and (c) no material amendment or modification (including, without limitation, waivers) to a material condition to the Merger has been made since the Effective Date without the approval of the Lenders (which approval shall not be unreasonably withheld)Obligations; (iik) a certificate from the President or Chief Financial Officer or Treasurer of Tennessee certifying that Tennessee has received the IRS Ruling Letter, and that the 46 41 contents all of the IRS Ruling Letter are consistent in all material respects with Tennessee's request Covered Accounts shall have been established and shall be subject to the IRS for the IRS Ruling Letter and the form of tax opinion attached as an exhibit to the Merger Account Control Agreement; (iiil) evidence reasonably satisfactory to it that (Ai) Tennessee's existing $1.6 billion credit facility, dated as of November 15, 1994, shall all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing Date) expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be terminated concurrently received contemporaneously with the making of any initial Advances and that all amounts owing thereunder have been satisfied Closing Date; and (Bii) each (to the extent invoiced at least two (2) Business Days prior to the Closing Date) the reasonable and documented fees and expenses of Winston & Sxxxxx LLP, counsel to the EPNGC Facilities is in full force and effect. (iv) certified copies of the resolutions of the Board of Directors of Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the NotesAdministrative Agent, and of all documents evidencing other necessary corporate action of Tennessee and material governmental approvals counsel to the CompanyCustodian, if any, with respect to this Agreement the Securities Intermediary and the NotesCollateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (vm) at least three (3) Business Days prior to the Closing Date, a certificate Borrowing Base Calculation Statement prepared as of a date reasonably prior to the Secretary or an Assistant Secretary of Tennessee certifying the names and true signatures of the officers of Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunderClosing Date; (vin) a favorable opinion of evidence reasonably satisfactory to it that an amount equal to the General Counsel of Tennessee (or, alternatively, of Jenner & Block, counsel to Tennessee), in substantially the form of Exhibit J; (vii) a favorable opinion of Jonex, Xxy, Reavxx & Xogux, Xxw York counsel to Tennessee and EPNGC, in substantially the form of Exhibit K; (viii) certified copies of the resolutions of the Board of Directors of EPNGC approving the EPNGC Guarantee and authorizing the execution and delivery thereof, and the execution and delivery of all documents evidencing other necessary corporate action of EPNGC and governmental approvals to EPNGC, if any, Unfunded Reserve Required Amount with respect to the EPNGC GuaranteeCollateral Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (ixo) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Secretary or an Assistant Secretary of EPNGC certifying the names and true signatures of the officers of EPNGC authorized to sign the EPNGC Guarantee Borrower and the other documents to be delivered by it thereunderEquityholder; (xp) a favorable opinion of the General Counsel or Associate General Counsel of EPNGC and/or special Delaware counsel for EPNGC, in substantially the form of Exhibit L; (xi) a letter from the Process Agent, in substantially the form of Exhibit G, hereto, agreeing to act as Process Agent for the Company Lenders and EPNGC and to forward forthwith all process received by it to the Company. 47 42 Anything in this Agreement to the contrary notwithstanding, if all of the conditions to initial Advances specified in this Section 3.2 shall not have been fulfilled on or before June 30, 1997, (i) Tennessee shall on such date pay all accrued and unpaid fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of the Borrowers, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New York City time) on June 30, 1997; provided, however, that as soon as the Administrative Agent determines that all of the conditions to make initial Advances under this Agreement specified in this Section 3.2 shall have been fulfilled on or before June 30, 1997, the Administrative Agent shall furnish written notice have received a Notice of Borrowing with respect to Tennesseesuch Advance (including the Borrowing Base Calculation Statement attached thereto, EPNGCall duly completed) delivered in accordance with Section 2.02, the "Administrative Agent" under the EPNGC Facilities and the Lenders to the effect that it has so determined, and such notice certified by the Administrative Agent shall constitute conclusive evidence that the conditions specified in this Section 3.2 have been fulfilled. Notwithstanding the foregoing, the obligations a Responsible Officer of the Borrower to pay fees pursuant to Section 2.8 as well as all obligations pursuant to Section 9.4 shall survive (or the termination Collateral Manager on behalf of the AgreementBorrower), demonstrating that immediately after the making of such initial Advance, each of the Coverage Tests, the Collateral Quality Test and the Concentration Limitations shall be satisfied; (q) the Borrower (or the Collateral Manager on behalf of the Borrower) shall have delivered to the Custodian all of the Loan Files for each Collateral Loan owned by the Borrower at the address identified herein; and (r) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties.

Conditions Precedent to Initial Advances. The agreement effectiveness of the Closing Date and the obligation of each Lender to make the its initial Advances to Advance hereunder shall be made by it to the Borrowers hereunder (the date upon which the initial Advances occur, the "Closing Date") is subject to (a) the satisfaction of the following conditions precedent: (i) the Effective Date shall have occurred; (ii) the Lenders, precedent that the Administrative Agent and Chase Securities Inc. shall have received all fees and expenses required to be paid by Tennessee in connection herewith on or before the Closing Date; 45 40 (iii) all material governmental Date the following, each in form and material third party approvals (or arrangements substance reasonably satisfactory to the Lenders in lieu of such approvals) necessary in connection with Administrative Agent, the Transaction (including deliverables set forth below or, as applicable, the Merger), this Agreement and the continuing operations of Tennessee and its Subsidiaries as Subsidiaries of EPNGC events set forth below shall have occurred (or such applicable conditions precedent have been obtained waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect in all material respects and all applicable waiting periods shall have expired without any action being taken or overtly threatened by any competent governmental authority which would restrain, prevent or otherwise impose material adverse conditions on the Transaction or the financing thereofeffect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) that each of the representations and warranties are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iii) that no Default or Event of Default has occurred and is continuing, and (iv) except as set forth to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) copies of favorable UCC, tax, and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and, where applicable, trade names of each of the Borrower, the Collateral Manager and the Equityholder as reasonably requested by the Administrative Agent, in each case, indicating that there are no prior Liens on Schedule IIIany of the Collateral other than Permitted Liens and Liens to be released on the Closing Date acceptable to the Administrative Agent; (f) proper financing statements, no litigationin acceptable form for filing on the Closing Date, injunction under the UCC in any applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or restraining desirable in order shall be entered or overtly threatened which to perfect the interests in the reasonable opinion Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral; (g) legal opinions (addressed to each of the Lenders Secured Parties) of counsel (taking into account including local counsel in any applicable jurisdiction) to the exhaustion Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the Investment Company Act, true sale and substantive nonconsolidation matters, perfection of all appealsthe Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request); (h) would reasonably be expected to since February 28, 2023, there shall have a been no Material Adverse Effect; (vi) since the Effective Date there Borrower shall not have occurred any change or development or event (other than those involving gas supply realignment or related regulatory matters) that in the reasonable opinion of the Lenders would reasonably be expected to have a Material Adverse Effect; and (vi) the terms and conditions of any Indebtedness of Tennessee and its Subsidiaries which is to remain outstanding after the Closing Date and be an obligation of Tennessee or any of its Subsidiaries after the Closing Date (giving effect to the Debt Realignment Plan, the Spin-offs and the Merger) shall not in the aggregate be materially more costly or otherwise materially more onerous on Tennessee than the terms and conditions of such Indebtedness immediately prior to the consummation of the Debt Realignment Plan, the Spin-offs and the Merger; and (b) receipt by the Administrative Agent of the following in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender: (i) a certificate from the President, Chief Financial Officer or Treasurer of Tennessee certifying that, to the best of his knowledge after due inquiry, (a) all material conditions to the Debt Realignment Plan, the Spin-offs (other than the consummation of the Debt Realignment Plan) Obligations and the Merger (other than consummation of the Debt Realignment Plan and the Spin-offs) have been satisfied in accordance with the terms of the any Currency Hedge Transaction Documentation, (b) the Transaction is being closed substantially in accordance with the Transaction Documentation and (c) no material amendment or modification (including, without limitation, waivers) expressly required pursuant to a material condition to the Merger has been made since the Effective Date without the approval of the Lenders (which approval shall not be unreasonably withheldSection 5.01(q); (iij) a certificate from the President or Chief Financial Officer or Treasurer Borrower shall have Availability of Tennessee certifying that Tennessee has received the IRS Ruling Letter, and that the 46 41 contents not less than $100,000 as of the IRS Ruling Letter are consistent in Closing Date; (k) all material respects with Tennessee's request of the Covered Accounts shall have been established and shall be subject to the IRS for the IRS Ruling Letter and the form of tax opinion attached as an exhibit to the Merger Account Control Agreement; (iiil) evidence reasonably satisfactory to it that (Ai) Tennessee's existing $1.6 billion credit facility, dated as of November 15, 1994, shall all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be terminated concurrently received contemporaneously with the making of any initial Advances and that all amounts owing thereunder have been satisfied Closing Date; and (Bii) each the reasonable and documented fees and expenses of counsel to the EPNGC Facilities is Administrative Agent, of counsel to the Lenders (subject to the limit set forth in full force and effect. (iv) certified copies of the resolutions of the Board of Directors of Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the NotesSection 12.04), and of all documents evidencing other necessary corporate action of Tennessee and material governmental approvals counsel to the CompanyCustodian, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby shall have been paid by the Borrower or will be paid by the Borrower contemporaneously with the Closing Date; (m) a Borrowing Base Certificate prepared pro forma as of the Closing Date; (n) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (o) the Borrower (or the Collateral Manager on behalf of the Borrower) shall have Delivered to the Custodian all of the Collateral Loan Files for each Closing Date Collateral Loan, with copies to the Administrative Agent, at their respective addresses identified herein; (p) the Borrower shall have instructed all Obligors or, if anyapplicable, the administrative agents, on the Collateral Loans that all payments shall be made directly to the applicable Collection Account and all Collections received by the Borrower or its Affiliates with respect to this Agreement the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; (q) sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws; (r) such financial information with respect to the Borrower or the Equityholder as an Agent or a Lender have reasonably requested as of the Closing Date or earlier; (s) results of a background check of each Key Person; (t) completion of all due diligence, site visits and underwriting that Agents and the NotesLenders deem necessary in their reasonable discretion; (u) sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date, a Beneficial Ownership Certification in relation to the Borrower to the extent it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (v) a certificate of the Secretary or an Assistant Secretary of Tennessee certifying the names such other approvals, documents, opinions, certificates, searches and true signatures of the officers of Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder; (vi) a favorable opinion of the General Counsel of Tennessee (or, alternatively, of Jenner & Block, counsel to Tennessee), in substantially the form of Exhibit J; (vii) a favorable opinion of Jonex, Xxy, Reavxx & Xogux, Xxw York counsel to Tennessee and EPNGC, in substantially the form of Exhibit K; (viii) certified copies of the resolutions of the Board of Directors of EPNGC approving the EPNGC Guarantee and authorizing the execution and delivery thereof, and the execution and delivery of all documents evidencing other necessary corporate action of EPNGC and governmental approvals to EPNGC, if any, with respect to the EPNGC Guarantee; (ix) a certificate of the Secretary or an Assistant Secretary of EPNGC certifying the names and true signatures of the officers of EPNGC authorized to sign the EPNGC Guarantee and the other documents to be delivered by it thereunder; (x) a favorable opinion of the General Counsel or Associate General Counsel of EPNGC and/or special Delaware counsel for EPNGC, in substantially the form of Exhibit L; (xi) a letter from the Process Agent, in substantially the form of Exhibit G, hereto, agreeing to act as Process Agent for the Company and EPNGC and to forward forthwith all process received by it to the Company. 47 42 Anything in this Agreement to the contrary notwithstanding, if all of the conditions to initial Advances specified in this Section 3.2 shall not have been fulfilled on or before June 30, 1997, (i) Tennessee shall on such date pay all accrued and unpaid fees pursuant to Section 2.8 and (ii) this Agreement, and all of the obligations of the Borrowers, the Lenders, the Administrative Agent and the CAF Advance Agent hereunder, shall be terminated on and as of 5:00 P.M. (New York City time) on June 30, 1997; provided, however, that as soon reports as the Administrative Agent determines that all of the conditions to make initial Advances under this Agreement specified in this Section 3.2 shall have been fulfilled on or before June 30, 1997, the Administrative Agent shall furnish written notice to Tennessee, EPNGC, the "Administrative Agent" under the EPNGC Facilities and the Lenders to the effect that it has so determined, and such notice by the Administrative Agent shall constitute conclusive evidence that the conditions specified in this Section 3.2 have been fulfilled. Notwithstanding the foregoing, the obligations of the Borrower to pay fees pursuant to Section 2.8 as well as all obligations pursuant to Section 9.4 shall survive the termination of the Agreementmay reasonably request.