Common use of First Loans Clause in Contracts

First Loans. In addition to the conditions precedent set forth in Section 5.2, the obligation of each Lender to make Loans on the first borrowing date shall be subject to the fulfillment of the following conditions (or the waiver thereof in accordance with Section 10.2): (a) This Credit Agreement shall have become effective in accordance with Section 10.13. (b) The Administrative Agent shall have received a Note for each Lender signed on behalf of the Borrower. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Credit Parties and dated the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied) from (i) LeBoeuf, Lamb, Greene & MacRae, LLP, special counsel to the Borrower, and (i▇) ▇▇▇lia▇ ▇. ▇inn, Corporate Counsel of the Borrower, each in ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇nce satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received evidence that the Existing Credit Agreement has been terminated, all amounts due thereunder have been paid, all guarantees, if any, thereof have been terminated and all security interests, if any, securing the obligations thereunder have been released. (f) The Administrative Agent shall have received a certificate, dated the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied and signed by the President, a Vice President or a Financial Officer of the Borrower, (i) confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2 and (ii) certifying that except as disclosed in the Pre-Closing 1934 Act Reports, since December 31, 1998, there has been no material adverse change in the financial condition, operations or properties of the of the Borrower (on an individual basis) or the Borrower and the Subsidiaries, taken as a whole. (g) The Administrative Agent shall have received counterparts of a security agreement, in form and substance satisfactory to the Administrative Agent (the "Security Agreement") signed on behalf of the Borrower, together with the following: (i) all instruments and other documents, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (ii) a completed Perfection Certificate, dated the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied and signed by the President, a Vice President or a Financial Officer and the chief legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released. (h) The performance by the Borrower of its obligations under each Loan Document shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any Material Agreement, and the Administrative Agent shall have received a legal opinion and/or officer's certificate to such effect, satisfactory to the Administrative Agent. (i) The Administrative Agent shall have received an officer's certificate of the Borrower attaching a true and complete copy of each Material Agreement. (j) The Administrative Agent shall have received, with copies and executed counterparts for each Lender, true and correct copies (in each case certified as to authenticity on such date on behalf of the Borrower) of the order entered by the State of Maine Public Utilities Commission, the waiver of jurisdiction by the State of Connecticut Department of Public Utility Control, and the authorization of the Federal Energy Regulatory Commission as referred to in Section 4.3, and the foregoing shall be satisfactory in form and substance to the Administrative Agent and shall be in full force and effect. (k) After giving effect to the Transactions occurring on the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied, none of the Borrower or any of the Significant Subsidiaries shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) Indebtedness set forth on Schedule 7.1. (l) The Administrative Agent shall have received a certificate, dated the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied and signed by a Financial Officer of the Borrower, setting forth reasonably detailed calculations demonstrating compliance with Sections 7.11 and 7.12 on a pro forma basis immediately after giving effect to the Transactions occurring on such date. (m) The Administrative Agent shall have received a consent of Energy East and Merger Corp. to the extent required by the Merger Agreement and of the Finance Authority of Maine to the extent required by the Fame Loan Agreement to the execution, delivery and performance of the Loan Documents by the Borrower, including the incurrence of the Indebtedness and the granting of the security interest in the Collateral thereunder. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless except as provided below, each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 3:00 p.m., New York City time, on January 31, 2000 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time), provided, however, that so long as the Borrower is diligently seeking the authorization of the Federal Energy Regulatory Commission as referred to in Section 4.3 in good faith, the Borrower need not satisfy the conditions set forth in Section 5.1(j) to the extent related to such authorization until February 29, 2000.

First Loans. In addition to On the conditions precedent set forth Closing Date: The representations and warranties of the Borrower contained in Section 5.2, the obligation of each Lender to make Loans on the first borrowing date Article 6 shall be subject to the fulfillment true and accurate on and as of the following Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Borrower shall have performed and complied with all covenants and conditions (hereof; no Event of Default or the waiver thereof in accordance with Section 10.2): (a) This Credit Potential Default under this Agreement shall have become effective occurred and be continuing or shall exist; and there shall be delivered to the Agent for the benefit of each Bank a certificate of the Borrower, dated the Closing Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Controller of the Borrower, to both such effects. There shall be delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Companies, certifying as appropriate as to: all action taken by such Company in accordance connection with Section 10.13. (b) The Administrative Agent shall have received this Agreement and the other Senior Loan Documents to which it is a Note for each Lender signed party, as applicable; the names of the officer or officers authorized to sign this Agreement and the other Senior Loan Documents to which such Company is a party and the true signatures of such officer or officers and, in the case of the Borrower, specifying the Authorized Officers who are authorized to act on behalf of the Borrower. (c) The Administrative Agent shall have received a favorable written opinion (addressed to Borrower for purposes of this Agreement and the Credit Parties and dated the earlier true signatures of the first borrowing date and date such officers, on which the conditions set forth Agent and each Bank may conclusively rely; and copies of its organizational documents, including its declaration of trust or articles of incorporation and bylaws or partnership agreement, as applicable, as in this Section 5.1 effect on the Closing Date certified by the appropriate state official where such documents are satisfied) filed in a state office together with certificates from (i) LeBoeuf, Lamb, Greene & MacRae, LLP, special counsel the appropriate state officials as to the Borrower, and (i▇) ▇▇▇lia▇ ▇. ▇inn, Corporate Counsel of the Borrower, each in ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇nce satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, continued existence and good standing of each of the BorrowerCompanies in each state where organized or qualified to do business, PROVIDED such certifications of state officials shall not be required for Federated International Services, Ltd. and Federated International Management, Ltd. The Notes, the authorization Intercompany Subordination Agreement, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement shall have been duly executed and delivered to the Agent for the benefit of the Transactions Banks, together with all appropriate financing statements, appropriate stock powers and any other legal matters relating certificates evidencing the Pledged Collateral. With respect to shareholders of the Borrower who are Pledgors, there shall be delivered to the BorrowerAgent, for the Loan Documents benefit of the Banks, certification of authority and proof of incumbency or identity reasonably satisfactory to the TransactionsAgent and its counsel of the officer, all trustee, custodian or other person executing the Pledge Agreement on behalf of such Pledgor, including signature guarantees in the case of shareholders who are individuals. There shall be delivered to the Agent, for the benefit of each Bank, a legal opinion of outside counsel reasonably acceptable to the Agent and its counsel (who may rely on the opinions of such other counsel as may be acceptable to the Agent), dated the Closing Date and in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent counsel in substantially the form of EXHIBIT J. All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Senior Loan Documents shall be in form and substance satisfactory to the Banks and counsel for the Banks, and the Banks shall have received evidence that the Existing Credit Agreement has been terminated, all amounts due thereunder have been paid, all guarantees, if any, thereof have been terminated such other counterpart originals or certified or other copies of such documents and all security interests, if any, securing the obligations thereunder have been released. (f) The Administrative Agent shall have received a certificate, dated the earlier of the first borrowing date and date on which the conditions set forth proceedings in this Section 5.1 are satisfied and signed by the President, a Vice President or a Financial Officer of the Borrower, (i) confirming compliance connection with the conditions set forth in paragraphs (a) and (b) of Section 5.2 and (ii) certifying that except as disclosed in the Pre-Closing 1934 Act Reports, since December 31, 1998, there has been no material adverse change in the financial condition, operations or properties of the of the Borrower (on an individual basis) or the Borrower and the Subsidiaries, taken as a whole. (g) The Administrative Agent shall have received counterparts of a security agreementsuch transactions, in form and substance satisfactory to the Administrative Agent (Banks and said counsel, as the "Security Agreement") signed on behalf of the Borrower, together with the following: (i) all instruments and other documents, including Uniform Commercial Code financing statements, required by law Banks or said counsel may reasonably requested by the Administrative Agent request. The Borrower shall pay or cause to be filedpaid, registered to the extent not previously paid, to the Agent for its own account, all fees payable on or recorded to create or perfect before the Liens intended to be created under the Security Agreement; and (ii) a completed Perfection Certificate, dated the earlier of the first borrowing date and date on which the conditions Closing Date as set forth in this Section 5.1 are satisfied that certain letter dated January 31, 1996 and the costs and expenses for which the Agent is entitled to be reimbursed. All material consents required to effectuate the transactions contemplated by the Senior Loan Documents shall have been obtained. There shall be no Material Adverse Change in the Historical Statements previously delivered to the Agent since the date of their preparation; since September 30, 1995, there shall be no Material Adverse Change; and there shall be delivered to the Agent, for the benefit of each Bank, a certificate dated the Closing Date and signed by the Chief Executive Officer, President, a Vice President Chief Financial Officer, Treasurer or a Financial Officer and the chief legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released. (h) The performance by the Borrower of its obligations under each Loan Document shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any Material Agreement, and the Administrative Agent shall have received a legal opinion and/or officer's certificate to such effect, satisfactory to the Administrative Agent. (i) The Administrative Agent shall have received an officer's certificate Controller of the Borrower attaching a true and complete copy of to each Material Agreement. (j) such effect. The Administrative Agent shall have received, with copies and executed counterparts for each Lender, true and correct copies (in each case certified as to authenticity on such date on behalf making of the Borrower) of the order entered by the State of Maine Public Utilities Commission, the waiver of jurisdiction by the State of Connecticut Department of Public Utility Control, and the authorization of the Federal Energy Regulatory Commission as referred Loans shall not contravene any Law applicable to in Section 4.3, and the foregoing shall be satisfactory in form and substance to the Administrative Agent and shall be in full force and effect. (k) After giving effect to the Transactions occurring on the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied, none of the Borrower or any of the Significant Subsidiaries shall have outstanding any IndebtednessBanks, other than (i) Indebtedness incurred under and the Loan Documents Banks and (ii) Indebtedness set forth on Schedule 7.1. (l) The Administrative the Agent shall have received a certificateall such certificates and documents in relation thereto as the Banks and the Agent and their respective counsel shall have reasonably requested. No action, dated proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Agreement or the earlier consummation of the first borrowing date transactions contemplated hereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Senior Loan Documents. The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 8.1(c) is in full force and date on which the conditions set forth in this Section 5.1 are satisfied effect and signed by that all premiums then due thereon have been paid, together with a Financial Officer certified copy of the Borrower's casualty insurance policy or policies evidencing coverage satisfactory to the Agent, setting forth reasonably detailed calculations demonstrating compliance with Sections 7.11 additional insured and 7.12 lender loss payable endorsements in form and substance satisfactory to the Agent and its counsel naming the Agent as additional insured and lender loss payee for the benefit of the Banks. The Agent shall have received copies of all lien search results and copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the Lien of the Agent for the benefit of the Banks on the Collateral or other satisfactory evidence of such recordation and filing and to evidence that such Lien constitutes a pro forma basis immediately Prior Security Interest in favor of the Agent for the benefit of the Banks. EACH ADDITIONAL LOAN. At the time of making any Loans (including conversions or renewals of existing Loans) or issuing any Letters of Credit other than Loans made or Letters of Credit issued on the Closing Date hereunder and after giving effect to the Transactions occurring proposed borrowings: the representations and warranties contained in Article 6 and any certificates delivered by any of the Companies after the Closing Date shall be true on and as of the date of such date. additional Loan or Letter of Credit with the same effect as though such representations, warranties and certifications had been made on and as of such date (m) The Administrative Agent except representations, warranties and certifications which expressly relate solely to an earlier date or time, which representations, warranties and certifications shall be true and correct on and as of the specific dates or times referred to therein or made), and the Borrower shall have received a consent performed and complied with all covenants and conditions hereof; no Event of Energy East Default or Potential Default shall have occurred and Merger Corp. be continuing or shall exist; the making of the Loans shall not contravene any Law applicable to the extent required by the Merger Agreement and Borrower or any of the Finance Authority of Maine Banks; and the Borrower shall have delivered to the extent required by the Fame Agent a duly executed and completed Loan Agreement to the execution, delivery and performance Request or application for a Letter of the Loan Documents by the Borrower, including the incurrence of the Indebtedness and the granting of the security interest in the Collateral thereunder. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless except as provided below, each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 3:00 p.m., New York City time, on January 31, 2000 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time), provided, however, that so long Credit as the Borrower is diligently seeking the authorization of the Federal Energy Regulatory Commission as referred to in Section 4.3 in good faith, the Borrower need not satisfy the conditions set forth in Section 5.1(j) to the extent related to such authorization until February 29, 2000case may be.

First Loans. In addition to On the conditions precedent set forth in Section 5.2, the obligation of each Lender to make Loans on the first borrowing date shall be subject to the fulfillment of the following conditions (or the waiver thereof in accordance with Section 10.2):Closing Date: (a) This Credit The representations and warranties of the Borrower contained in Article 6 shall be true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Borrower shall have performed and complied with all covenants and conditions hereof; no Event of Default or Potential Default under this Agreement shall have become effective in accordance with Section 10.13occurred and be continuing or shall exist; and there shall be delivered to the Agent for the benefit of each Bank a certificate of the Borrower, dated the Closing Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Controller of the Borrower, to both such effects. (b) The Administrative There shall be delivered to the Agent shall have received for the benefit of each Bank a Note for certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each Lender signed of the Companies, certifying as appropriate as to: (i) all action taken by such Company in connection with this Agreement and the other Senior Loan Documents to which it is a party, as applicable; (ii) the names of the officer or officers authorized to sign this Agreement and the other Senior Loan Documents to which such Company is a party and the true signatures of such officer or officers and, in the case of the Borrower, specifying the Authorized Officers who are authorized to act on behalf of the Borrower.Borrower for purposes of this Agreement and the true signatures of such officers, on which the Agent and each Bank may conclusively rely; and (iii) copies of its organizational documents, including its declaration of trust or articles of incorporation and bylaws or partnership agreement, as applicable, as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each of the Companies in each state where organized or qualified to do business, provided such certifications of -------- state officials shall not be required for Federated International Services, Ltd. and Federated International Management, Ltd. (c) The Administrative Agent Notes, the Intercompany Subordination Agreement, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement and the Proxies shall have received a favorable written opinion (addressed been duly executed and delivered to the Credit Parties and dated Agent for the earlier benefit of the first borrowing date Banks, together with all appropriate financing statements, appropriate stock powers and date on which certificates evidencing the conditions set forth in this Section 5.1 Pledged Collateral. With respect to shareholders of the Borrower who are satisfied) from (i) LeBoeufPledgors, Lamb, Greene & MacRae, LLP, special counsel there shall be delivered to the BorrowerAgent, and (i▇) ▇▇▇lia▇ ▇. ▇inn, Corporate Counsel for the benefit of the BorrowerBanks, each in ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇nce certification of authority and proof of incumbency or identity reasonably satisfactory to the Administrative Agent. The Borrower hereby requests Agent and its counsel of the officer, trustee, custodian or other person executing the Pledge Agreement on behalf of such counsel to deliver such opinionPledgor, including signature guarantees in the case of shareholders who are individuals. (d) The Administrative There shall be delivered to the Agent, for the benefit of each Bank, a legal opinion of outside counsel reasonably acceptable to the Agent shall have received such documents and certificates as the Administrative Agent or its counsel (who may reasonably request relating rely on the opinions of such other counsel as may be acceptable to the organizationAgent), existence dated the Closing Date and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.counsel in substantially the form of Exhibit ------- J. - (e) The Administrative Agent All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Senior Loan Documents shall be in form and substance satisfactory to the Banks and counsel for the Banks, and the Banks shall have received evidence that the Existing Credit Agreement has been terminated, all amounts due thereunder have been paid, all guarantees, if any, thereof have been terminated such other counterpart originals or certified or other copies of such documents and all security interests, if any, securing the obligations thereunder have been released. (f) The Administrative Agent shall have received a certificate, dated the earlier of the first borrowing date and date on which the conditions set forth proceedings in this Section 5.1 are satisfied and signed by the President, a Vice President or a Financial Officer of the Borrower, (i) confirming compliance connection with the conditions set forth in paragraphs (a) and (b) of Section 5.2 and (ii) certifying that except as disclosed in the Pre-Closing 1934 Act Reports, since December 31, 1998, there has been no material adverse change in the financial condition, operations or properties of the of the Borrower (on an individual basis) or the Borrower and the Subsidiaries, taken as a whole. (g) The Administrative Agent shall have received counterparts of a security agreementsuch transactions, in form and substance satisfactory to the Administrative Agent (Banks and said counsel, as the "Security Agreement") signed on behalf of the Borrower, together with the following:Banks or said counsel may reasonably request. (if) all instruments and other documents, including Uniform Commercial Code financing statements, required by law The Borrower shall pay or reasonably requested by the Administrative Agent cause to be filedpaid, registered to the extent not previously paid, to the Agent for its own account, all fees payable on or recorded to create or perfect before the Liens intended to be created under the Security Agreement; and (ii) a completed Perfection Certificate, dated the earlier of the first borrowing date and date on which the conditions Closing Date as set forth in this Section 5.1 are satisfied and signed by the Presidentthat certain letter dated January 31, a Vice President or a Financial Officer 1996 and the chief legal officer of costs and expenses for which the Borrower, together with all attachments contemplated thereby, including Agent is entitled to be reimbursed. (g) All material consents required to effectuate the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions transactions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or Senior Loan Documents shall have been releasedobtained. (h) The performance There shall be no Material Adverse Change in the Historical Statements previously delivered to the Agent since the date of their preparation; since September 30, 1995, there shall be no Material Adverse Change; and there shall be delivered to the Agent, for the benefit of each Bank, a certificate dated the Closing Date and signed by the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Controller of the Borrower of its obligations under to each Loan Document shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default or event of default under, any Material Agreement, and the Administrative Agent shall have received a legal opinion and/or officer's certificate to such effect, satisfactory to the Administrative Agent. (i) The Administrative Agent shall have received an officer's certificate making of the Borrower attaching a true and complete copy of each Material Agreement. (j) The Administrative Agent Loans shall have received, with copies and executed counterparts for each Lender, true and correct copies (in each case certified as not contravene any Law applicable to authenticity on such date on behalf of the Borrower) of the order entered by the State of Maine Public Utilities Commission, the waiver of jurisdiction by the State of Connecticut Department of Public Utility Control, and the authorization of the Federal Energy Regulatory Commission as referred to in Section 4.3, and the foregoing shall be satisfactory in form and substance to the Administrative Agent and shall be in full force and effect. (k) After giving effect to the Transactions occurring on the earlier of the first borrowing date and date on which the conditions set forth in this Section 5.1 are satisfied, none of the Borrower or any of the Significant Subsidiaries Banks, and the Banks and the Agent shall have outstanding received all such certificates and documents in relation thereto as the Banks and the Agent and their respective counsel shall have reasonably requested. (j) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Indebtednesscourt, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Agreement or the consummation of the transactions contemplated hereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other than Senior Loan Documents. (ik) Indebtedness incurred under The Borrower shall deliver evidence acceptable to the Loan Documents Agent that adequate insurance in compliance with Section 8.1(c) is in full force and (ii) Indebtedness set forth on Schedule 7.1effect and that all premiums then due thereon have been paid, together with a certified copy of the Borrower's casualty insurance policy or policies evidencing coverage satisfactory to the Agent, with additional insured and lender loss payable endorsements in form and substance satisfactory to the Agent and its counsel naming the Agent as additional insured and lender loss payee for the benefit of the Banks. (l) The Administrative Agent shall have received a certificate, dated copies of all lien search results and copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the earlier Lien of the first borrowing date and date on which Agent for the conditions set forth in this Section 5.1 are satisfied and signed by a Financial Officer benefit of the Borrower, setting forth reasonably detailed calculations demonstrating compliance with Sections 7.11 Banks on the Collateral or other satisfactory evidence of such recordation and 7.12 on filing and to evidence that such Lien constitutes a pro forma basis immediately after giving effect to Prior Security Interest in favor of the Transactions occurring on such dateAgent for the benefit of the Banks. (m) The Administrative Agent shall have received a consent of Energy East and Merger Corp. evidence satisfactory to the extent required by Agent and the Merger Agreement and Banks that on the Closing Date, from the proceeds of the Finance Authority of Maine to the extent required by the Fame Loan Agreement to the execution, delivery and performance of the Loan Documents by the Borrower, including the incurrence of the Indebtedness and the granting of the security interest in the Collateral thereunder. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless except as provided below, each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 3:00 p.m., New York City time, on January 31, 2000 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time), provided, however, that so long as the Borrower is diligently seeking the authorization of the Federal Energy Regulatory Commission as referred to in Section 4.3 in good faithLoans, the Borrower need not satisfy shall have paid to Aetna or Standard Fire the conditions set forth in Section 5.1(j) Termination Dividend, FII shall have repurchased the Standard Fire Shares, the closing under the Stock Purchase Agreement shall have occurred simultaneously with the closing hereunder, and, after FII shall have repurchased the Standard Fire Shares, neither Standard Fire nor Aetna shall own legally or beneficially any of the Common Shares or the Preferred Shares or have any options, warrants or other rights outstanding to the extent related to such authorization until February 29, 2000purchase any Common Shares or Preferred Shares at any time.