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 is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennessee, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior Counsel of the Company, or the Associate General Counsel of the Company, in substantially the form of Exhibit G. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and Tennessee, in substantially the form of Exhibit H. (v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable. (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility shall have been, or simultaneously with the initial Advances are being, paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennessee, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior General Counsel of the CompanyEPNGC, or the Associate General Counsel of the CompanyEPNGC, in substantially the form of Exhibit G. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and Tennessee, in substantially the form of Exhibit H. (v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable. (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts (except as provided under Section 9.12) owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility Facilities shall have been, or simultaneously with the initial Advances are being, paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and the "Closing Date" under the Tennessee Facility) and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and TennesseeEPNGC, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior General Counsel of the CompanyEPNGC, or the Associate General Counsel of the CompanyEPNGC, in substantially the form of Exhibit G.G hereto. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and TennesseeEPNGC, in substantially the form of Exhibit H.H hereto. (v) A letter from the Process Agent, in substantially the form of Exhibit II hereto, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable.EPNGC. 47 42 (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts (except as provided under Section 9.12 of the $750,000,000 Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent) owing to the lenders and the agents under the Existing 364-Day $400,000,000 Revolving Credit and Competitive Advance Facility Agreement and the $100,000,000 Revolving Credit and Competitive Advance Facility Agreement, each dated as of May 31, 1996 (the "Existing 5-Year Facility Facilities"), among EPNGC, the several financial institutions from time to time parties thereto, and Chase, as Administrative Agent and CAF Advance Agent, shall have been, or simultaneously with the initial Advances are being, been paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") ) (a) the occurrence of the Effective Date hereunder and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennessee, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior Counsel of the Company, or the Associate General Counsel of the Company, in substantially the form of Exhibit G. (iv) A favorable opinion of JoneJon▇▇, ▇ay, Rea▇y, Reav▇▇ & Pog▇ogu▇, ▇▇w ew York counsel to the Company, EPNGC and Tennessee, in substantially the form of Exhibit H. (v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable.. 41 (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility shall have been, or simultaneously with the initial Advances are being, paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and the "Closing Date" under the Tennessee Facility) and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and TennesseeEPNGC, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior General Counsel of the CompanyEPNGC, or the Associate General Counsel of the CompanyEPNGC, in substantially the form of Exhibit G.G hereto. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and TennesseeEPNGC, in substantially the form of Exhibit H.H hereto. (v) A letter from the Process Agent, in substantially the form of Exhibit II hereto, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable.EPNGC. 45 40 (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts (except as provided under Section 9.12) owing to the lenders and the agents under the Existing 364-Day $400,000,000 Revolving Credit and Competitive Advance Facility Agreement and the $100,000,000 Revolving Credit and Competitive Advance Facility Agreement, each dated as of May 31, 1996 (the "Existing 5-Year Facility Facilities"), among EPNGC, the several financial institutions from time to time parties thereto, and Chase, as Administrative Agent and CAF Advance Agent, shall have been, or simultaneously with the initial Advances are being, been paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") ) (a) the occurrence of the Effective Date hereunder and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennessee, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior Counsel of the Company, or the Associate General Counsel of the Company, in substantially the form of Exhibit G. (iv) A favorable opinion of Jone▇▇▇▇▇, Day, ▇▇y, Reav▇▇▇▇ & ▇ogu▇▇▇▇, ▇▇w New York counsel to the Company, EPNGC and Tennessee, in substantially the form of Exhibit H. (v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable. (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility shall have been, or simultaneously with the initial Advances are being, paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement obligation of each Lender to make an Advance on the occasion of the initial Advances to Borrowing (which shall be made by it to the Borrowers hereunder an A Borrowing) is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") precedent that (a) the occurrence of the Effective Date hereunder and (b) the receipt by the Administrative Agent shall have received on or before the day of such initial Borrowing the following following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders, respectively; (ii) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC Borrower and Tennessee the Interim Guarantor approving the borrowings Spin-off and related transactions contemplated hereby by the Form 10 and duly authorizing each of the execution of Borrower and the Interim Guarantor to execute and deliver, and perform its obligations under, this Agreement and the NotesNotes and to make Borrowings or guaranty Obligations, as the case may be, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennesseeapprovals, if any, with respect to this Agreement and the Notes.; (iiiii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC Borrower and Tennessee the Interim Guarantor certifying the names and true signatures of the officers of each of the CompanyBorrower or the Interim Guarantor, EPNGC and Tennessee as the case may be, authorized to sign this Agreement Agreement, the Notes and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior Counsel of the Company, or the Associate General Counsel of the Company, in substantially the form of Exhibit G.; (iv) A favorable opinion of JoneMarc▇▇ ▇. ▇▇▇▇▇, ▇▇yce President and General Counsel for the Borrower, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and Tennessee, substantially in substantially the form of Exhibit H.F-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; (v) A letter from favorable opinion of Sidley & Austin, New York counsel for the Process AgentBorrower, substantially in substantially the form of Exhibit I, agreeing F-2 hereto and as to act such other matters as Process any Lender through the Administrative Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable.may reasonably request; (vi) Evidence satisfactory A favorable opinion of Hane▇ ▇. H▇▇▇▇▇, ▇▇ce President and General Counsel for the Interim Guarantor, substantially in the form of Exhibit F-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, provided that such Vice President and General Counsel of the Interim Guarantor is qualified under New York State law; (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, substantially in the form of Exhibit G hereto; and (b) the Borrower shall have paid all advances, accrued interest and other fees and any other amounts owing to expenses of the lenders Administrative Agent and the agents under Arranger (including the Existing 364-Day Facility accrued fees and expenses of counsel to Administrative Agent and the Existing 5-Year Facility shall have been, or simultaneously with the initial Advances are being, paid in full, Arranger then due and the commitments to make advances thereunder shall have been cancelledpayable).

Conditions Precedent to Initial Advances. The agreement obligation of each Lender (other than the Designated Bidders) to make the its initial Advances to be made by it to the Borrowers hereunder Advance is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, condition precedent that the "Closing Date") (a) Agent shall have received on or before the occurrence Drawdown Date of the Effective Date hereunder and (b) initial Borrowing the receipt by the Administrative Agent of the following following, each dated such day, in form and substance satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (ia) The Series A Notes and the Series B Notes payable to the Lenders, respectively. (b) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee Borrower approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennesseeapprovals, if any, with respect to this Agreement and the Notes, and evidence, dated as of a recent date, of the good standing of the Borrower in Panama. (iic) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee Borrower certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered by it hereunder. (iiid) A favorable opinion of the Senior Counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting general counsel of the CompanyBorrower, or and of Messrs. ▇▇▇▇▇, ▇▇▇▇▇▇▇ y ▇▇▇▇▇▇, special Panamanian counsel to the Associate General Counsel of the CompanyBorrower, substantially in substantially the form of Exhibit G.Exhibits E-1 and E-2, respectively, hereto and as to such other matters as any Lender through the Agent may reasonably request. The Borrower hereby instructs each such counsel to deliver its opinion to the Agent and the Lenders. (ive) A favorable opinion of JoneMessrs. Haight, Gardner, Poor & ▇▇▇▇▇▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w special New York counsel to the CompanyAgent and the Lenders, EPNGC and Tennessee, in substantially as to such matters as any Lender through the form of Exhibit H.Agent may reasonably request. (vf) A letter from the Process Agent, referred to and defined in substantially the form Section 8.07 of Exhibit Ithis Agreement, agreeing in which it agrees to act as Process Agent for each of the Company, EPNGC and Tennessee Borrower and to forward deliver forthwith to the Borrower all process received by it to the Company, EPNGC and Tennessee, as applicablesuch Process Agent. (vig) Evidence satisfactory to of payment by the Administrative Agent that Borrower of all advances, accrued interest and other fees and any other amounts owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility shall have been, or simultaneously applicable documentary stamp taxes (if any) payable in connection with the initial Advances are beingauthorization, paid in fullexecution and delivery of each of the Loan Documents, and the commitments to make advances thereunder shall have been cancelledperformance of the transactions hereby or thereby contemplated, or an opinion of counsel that no such taxes are payable.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and Tennessee, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior Counsel of the Company, or the Associate General Counsel of the Company, in substantially the form of Exhibit G. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and Tennessee, in substantially the form of Exhibit H. (v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicable. (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts owing to the lenders and the agents under the Existing 364-Day Facility and the Existing 5-Year Facility shall have been, or simultaneously with the initial Advances are being, paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and the "Closing Date" under the Tennessee Facility) and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and TennesseeEPNGC, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior General Counsel of the CompanyEPNGC, or the Associate General Counsel of the CompanyEPNGC, in substantially the form of Exhibit G.G hereto. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and TennesseeEPNGC, in substantially the form of Exhibit H.H hereto. (v) A letter from the Process Agent, in substantially the form of Exhibit II hereto, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicableEPNGC. (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts (except as provided under Section 9.12) owing to the lenders and the agents under the Existing 364-Day $400,000,000 Revolving Credit and Competitive Advance Facility Agreement and the $100,000,000 Revolving Credit and Competitive Advance Facility Agreement, each dated as of May 31, 1996 (the "Existing 5-Year Facility Facilities"), among EPNGC, the several financial institutions from time to time parties thereto, and Chase, as Administrative Agent and CAF Advance Agent, shall have been, or simultaneously with the initial Advances are being, been paid in full, and the commitments to make advances thereunder shall have been cancelled.

Conditions Precedent to Initial Advances. The agreement of each Lender to make the initial Advances to be made by it to the Borrowers hereunder is subject to (the date upon which all conditions listed in Section 3.2(a) and 3.2(b) are satisfied, the "Closing Date") (a) the occurrence of the Effective Date hereunder and the "Closing Date" under the Tennessee Facility) and (b) the 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) Certified copies of the resolutions of the Board of Directors of each of the Company, EPNGC and Tennessee approving the borrowings contemplated hereby and authorizing the execution of this Agreement and the Notes, and of all documents evidencing other necessary Business Entity corporate action of each of the Company, EPNGC and Tennessee and governmental approvals to each of the Company, EPNGC and TennesseeEPNGC, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of each of the Company, EPNGC and Tennessee certifying the names and true signatures of the officers of each of the Company, EPNGC and Tennessee authorized to sign this Agreement and the other documents to be delivered by it hereunder. (iii) A favorable opinion of the Senior General Counsel of the CompanyEPNGC, or the Associate General Counsel of the CompanyEPNGC, in substantially the form of Exhibit G.G hereto. (iv) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇w York counsel to the Company, EPNGC and TennesseeEPNGC, in substantially the form of Exhibit H. (v) A letter from the Process Agent, in substantially the form of Exhibit I, agreeing to act as Process Agent for each of the Company, EPNGC and Tennessee and to forward forthwith all process received by it to the Company, EPNGC and Tennessee, as applicableH hereto. (vi) Evidence satisfactory to the Administrative Agent that all advances, accrued interest and other fees and any other amounts (except as provided under Section 9.12 of the $750,000,000 Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent) owing to the lenders and the agents under the Existing 364-Day $400,000,000 Revolving Credit and Competitive Advance Facility Agreement and the $100,000,000 Revolving Credit and Competitive Advance Facility Agreement, each dated as of May 31, 1996 (the "Existing 5-Year Facility Facilities"), among EPNGC, the several financial institutions from time to time parties thereto, and Chase, as Administrative Agent and CAF Advance Agent, shall have been, or simultaneously with the initial Advances are being, been paid in full, and the commitments to make advances thereunder shall have been cancelled.