FILED OF RECORD IN SUCH JURISDICTIONS AS THE ADMINISTRATIVE AGENT SHALL
REQUIRE IN ITS SOLE DISCRETION.
56
(L)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT AFTER GIVING EFFECT TO THE TRANSACTIONS, AGGREGATE
CREDIT EXPOSURE ON THE EFFECTIVE DATE SHALL NOT EXCEED $760,000,000.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A SOLVENCY CERTIFICATE
IN THE FORM ATTACHED HERETO AS EXHIBIT D, DATED THE EFFECTIVE DATE, AND SIGNED
BY A RESPONSIBLE OFFICER OF THE BORROWER.
(N)
THE LENDERS SHALL HAVE RECEIVED FROM THE BORROWER (I) A PRO FORMA
CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS
OF THE EFFECTIVE DATE, AND REFLECTING THE CONSUMMATION OF THE TRANSACTIONS, THE
RELATED FINANCINGS AND OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS TO
OCCUR ON OR PRIOR TO THE EFFECTIVE DATE, WHICH PRO FORMA BALANCE SHEET SHALL BE
PREPARED CONSISTENT IN ALL RESPECTS WITH THE INFORMATION PREVIOUSLY PROVIDED BY
THE BORROWER TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, (II) A PRO FORMA STATEMENT
OF OPERATIONS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR THE TWELVE
MONTH PERIOD ENDING AS OF THE DATE OF THE PRO FORMA BALANCE SHEET DESCRIBED IN
THE IMMEDIATELY PRECEDING CLAUSE (I), AND (III) THE PROJECTIONS.
(O)
EACH CREDIT PARTY SHALL HAVE OBTAINED ALL APPROVALS REQUIRED FROM
ANY GOVERNMENTAL AUTHORITY AND ALL CONSENTS OF OTHER PERSONS, IN EACH CASE THAT
ARE NECESSARY OR ADVISABLE IN CONNECTION WITH THE TRANSACTIONS AND EACH OF THE
FOREGOING SHALL BE IN FULL FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
ALL APPLICABLE WAITING PERIODS SHALL
HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT
AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS
ON THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THE PREFERRED STOCK
DOCUMENTS, THE SOUTHERN GAS PURCHASE DOCUMENTS OR THE FINANCING THEREOF AND NO
ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR REHEARING, RECONSIDERATION, OR
APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL BE PENDING, AND THE TIME FOR
ANY APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE ITS CONSENT ON ITS OWN MOTION
SHALL HAVE EXPIRED.
(P)
THERE SHALL NOT EXIST ANY ACTION, SUIT, INVESTIGATION, LITIGATION
OR PROCEEDING OR OTHER LEGAL OR REGULATORY DEVELOPMENTS, PENDING OR THREATENED
IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT, IN THE
REASONABLE OPINION OF ADMINISTRATIVE AGENT, SINGLY OR IN THE AGGREGATE,
MATERIALLY IMPAIRS THE TRANSACTIONS, THE FINANCING THEREOF OR ANY OF THE OTHER
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THE PREFERRED STOCK DOCUMENTS
OR THE SOUTHERN GAS PURCHASE DOCUMENTS OR THAT COULD HAVE A MATERIAL ADVERSE
EFFECT.
(Q)
ALL PARTNERSHIP, CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE
TAKEN IN CONNECTION WITH THE TRANSACTIONS AND ALL DOCUMENTS INCIDENTAL THERETO
SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE AGENT
AND ITS COUNSEL, AND ADMINISTRATIVE AGENT AND SUCH COUNSEL SHALL HAVE RECEIVED
ALL SUCH COUNTERPART ORIGINALS OR CERTIFIED COPIES OF SUCH DOCUMENTS AS
ADMINISTRATIVE AGENT MAY REASONABLY