Additional Conditions Precedent to Issuance of the Letter of Credit. (a) The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of issuance the following statements shall be true and the Bank shall have received a certificate signed by the Chief Financial Officer or Controller of the Borrower and by the Guarantor, dated the date of issuance, stating that:
(i) The representations and warranties contained in Article II and Article III of this Agreement, Section 5 of the Pledge Agreement Section 2.2 of the Sale Agreement are correct on and as of the date of issuance of the Letter of Credit as though made on and as of such date; and
(ii) No event has occurred or would result from the issuance of the Letter of Credit, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (b) there shall have been no introduction of or change in, or in the interpretation of, any law or regulation that would make it unlawful or unduly burdensome for the Bank to issue the Letter of Credit, no outbreak or escalation of hostilities or other calamity or crisis, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by United States or Georgia banking authorities, and no establishment of any new restrictions on transactions in securities or on banks materially affecting the free market for securities or the extension of credit by banks.
Additional Conditions Precedent to Issuance of the Letter of Credit. The Issuing Bank shall not be required to issue the Letter of Credit on the Closing Date if, after such issuance:
(a) (1) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain Company from procuring, such Issuing Bank from issuing, or a Lender from acquiring an L/C Participation in, such Letter of Credit, or (2) any Requirement of Law applicable to Company, such Issuing Bank or a Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Company, such Issuing Bank or a Lender shall prohibit, or request that, any such Person refrain from procuring, issuing or acquiring an L/C Participation in, such Letter of Credit, as applicable, or, from performing its obligations under such Letter of Credit or its L/C Participation thereunder, as applicable;
(b) any Requirement of Law applicable to such Issuing Bank or a Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank or a Lender shall impose upon such Issuing Bank or such Lender (1) any restriction or reserve or capital requirement or (2) any cost or expense with respect to, in the case of such Issuing Bank, such Letter of Credit and, in the case of such Lender, such L/C Participation (for which such Issuing Bank or such Lender shall not otherwise be compensated) not in effect as of the Closing Date, and which such Issuing Bank or such Lender deems in good faith to be material to it. Each Lender hereby agrees that by its execution and delivery of its signature page hereto and by the funding of its Loan to be made on the Closing Date, such Lender approves of and consents to each of the matters set forth in this Article V which must be approved by, or which must be satisfactory to, Administrative Agent or the Required Lenders or Lenders, as the case may be; provided that, in the case of any agreement or document which must be approved by, or which must be satisfactory to, the Required Lenders, Administrative Agent or Company shall have delivered a copy of such agreement or document to such Lender on or prior to the Closing Date if requested.
Additional Conditions Precedent to Issuance of the Letter of Credit. (a) The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the Date of Issuance the following statements shall be true and the Bank shall have received a certificate signed by an authorized officer of the Company, dated the Date of Issuance, stating that:
(i) The representations and warranties contained in Section 4.01 of this Agreement and Section 2.02 of the Loan Agreement are correct in all material respects on and as of the Date of Issuance as though made on and as of such date; and
(ii) No event has occurred or would result from the issuance of the Letter of Credit, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or lapse of time or both; and (b) there shall have been no introduction of or change in or in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Bank to issue the Letter of Credit, no outbreak or escalation of hostilities or other calamity or crisis, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by United States, North Carolina or New York banking authorities, and no establishment of any new restrictions on transactions in securities or on banks materially affecting the free market for securities or the extension of credit by banks.
Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the Date of Issuance the following statements shall be true and the Bank shall have received an Officer’s Certificate from the Borrower, dated the Date of Issuance, stating that:
(i) The representations and warranties of the Borrower contained in Section 4.1 of this Agreement and in any other Related Document to which the Borrower is a party, are true and correct in all material respects on and as of the Date of Issuance of the Letter of Credit as though made on and as of such date;
(ii) No Default or Event of Default has occurred and is continuing or could result from the execution and delivery of the Related Documents to which the Borrower is a party or the issuance of the Letter of Credit; and
(iii) True, complete (including all exhibits, attachments, schedules, amendments or supplements thereto) and executed counterparts of the Related Documents have been delivered to the Bank and the Related Documents have not been modified, amended or rescinded, and are in full force and effect as of the Date of Issuance.
Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of the issuance of the Letter of Credit: the following statements shall be true and Bank shall have received a certificate signed by Borrower, dated the date of such issuance, stating that: The representations and warranties contained in Article IV are correct on and as of the date of the issuance of the Letter of Credit as though made on and as of such date, No event has occurred and is continuing, or would result from the issuance of the Letter of Credit, which constitutes a Default, and No Material Adverse Change has occurred since the last date that the Borrower Parties delivered financial information to Bank. Bank shall have received such other approvals, opinions or documents as Bank may reasonably request.
Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of issuance (a) the following statements shall be true and the Bank shall have received a certificate signed by an authorized officer of the Borrowers, dated the date of issuance, stating that:
(i) The representations and warranties contained in Article II of this Agreement, Section 6 of the Pledge Agreement and Section 2.02 of the Loan Agreement are correct on and as of the date of issuance of the Letter of Credit as though made on and as of such date; and
(ii) No event has occurred or would result from the issuance of the Letter of Credit, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and
Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of TCS to cause the LC Bank to issue the Letter of Credit shall be subject to the further condition precedent that on the date of the issuance of the Letter of Credit the following statements shall be true and TCS shall have received a certificate signed by a duly authorized officer of the Company, dated the date of such issuance, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the date of the issuance of the Letter of Credit as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date) , and
(ii) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
(iii) Each of the conditions precedent to the obligation of the Lenders to make the initial Advances (as defined in the Credit Agreement) set forth in Section 8.1 thereof have been satisfied.
Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the Issuance Date:
(a) the following statements shall be true and the Bank shall have received a certificate signed by a duly authorized officer of the Company, dated the Issuance Date, stating that:
(i) The representations and warranties contained in Section 4.1 of this Agreement and Section 8 of the Pledge Agreement are correct on and as of the Issuance Date as though made on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit, which constitutes a Default or an Event of Default;
(b) the definitive documentation evidencing the issuance and sale of the Bonds shall have been executed and delivered in form and substance satisfactory to the Bank;
(c) the Bank shall have received such other approvals, opinions or documents as the Bank may reasonably request; and
(d) no legislation, rule, order or decree shall, in the opinion of counsel for the Bank, prohibit or restrain the issuance of the Letter of Credit as provided in this Agreement.
Additional Conditions Precedent to Issuance of the Letter of Credit. (a) The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the Date of Issuance: (a) the following statements shall be true and the Bank shall have received certificates signed by an authorized representative of the Obligor dated the Date of Issuance, stating that:
(i) The representations and warranties contained in Section 4.01 of this Agreement are correct on and as of the Date of Issuance as though made on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit, that constitutes a Default; and
(b) there shall have been no introduction of or change in or in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Bank to issue the Letter of Credit, no outbreak or escalation of hostilities or other calamity or crisis materially affecting the free market for securities or the extension of credit by banks, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by the United States, Michigan or New York banking authorities, and no establishment of any new restrictions on transactions in securities or on banks materially affecting the free market for securities Ro the extension of credit by banks.
Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the Date of Issuance that:
(a) the following statements shall be true and the Bank shall have received certificates signed by an authorized officer of each of Company and the Guarantor dated the Date of Issuance, stating that:
(i) The representations and warranties contained in Sections 4.01 and 4.02 of this Agreement are correct on and as of the Date of Issuance as though made on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit, that constitutes a Default; and
(b) there shall have been no introduction of or change in or in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Bank to issue the Letter of Credit, no outbreak or escalation of hostilities or other calamity or crisis materially affecting the free market for securities or the extension of credit by banks, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking 15 319 moratorium by United States or California banking authorities, and no establishment of any new restrictions on transactions in securities or on banks materially affecting the free market for securities or the extension of credit by banks.
