Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit:
(a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit;
(b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;
(c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and
(d) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).
Conditions Precedent to Each Letter of Credit. The obligation of the Issuers on any date to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:
Conditions Precedent to Each Letter of Credit. The issuance of any Letter of Credit hereunder is subject to the prior or concurrent satisfaction of all of the following conditions:
(a) On or before the date of issuance of the initial Letter of Credit, each of the conditions set forth in Section 4.01 shall have been satisfied or waived.
(b) On or before three (3) Business Days prior to the date of issuance, the Issuing Bank shall have received the executed application for such Letter of Credit in the form customarily required by the Issuing Bank and all other information specified in Section 2.05(b) and such other documents as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit, and the Issuing Bank shall have approved the form of the requested Letter of Credit, in its sole discretion.
(c) On the date of issuance, all conditions precedent described in Section 4.02 shall be satisfied to the same extent as though the issuance of such Letter of Credit were the
Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue each Letter of Credit (excluding the automatic renewal of any previously issued Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit:
(a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents, which, pursuant to Section 4.2, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct at such time, both before and after giving effect to the issuance of such Letter of Credit;
(b) The incumbency of the Authorized Signatories of the Borrower shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent; and
(c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default. The Borrower hereby agrees that the delivery of any Request for Issuance of Letter of Credit hereunder shall be deemed to be the certification of the applicable Authorized Signatory of the Borrower, on behalf of the Borrower, that there does not exist, on the date of the issuance of the Letter of Credit and after giving effect thereto, a Default or an Event of Default and that all of the other conditions set forth in this Section 3.3 have been satisfied.
Conditions Precedent to Each Letter of Credit. The obligation of the Bank to issue any Letter of Credit hereunder shall be subject to the satisfaction of the following conditions precedent (and any request a Letter of Credit shall be deemed a representation and warranty by the Borrower that each of the following conditions precedent have been satisfied):
(a) the Borrower has delivered to the Bank each of the items required to be delivered pursuant to Section 7;
(b) the representations and warranties of the Borrower contained in this Agreement (other than the representations and warranties listed as “Material Adverse Effect”, “Litigation” and “Environmental Matters” on Exhibit B) shall be true and correct on the date of such Letter of Credit, as applicable, as though made on and as of such date (except to the extent that any such representation or warranty is expressly stated to have been made as of a specific date, then such representation or warranty shall be true and correct as of such specific date); and
(c) no Default or Event of Default exists.
Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue each Letter of Credit is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit:
Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit:
(a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit;
(b) Since January 28, 2012, there shall have been no change that has had or could be reasonably expected to have a Materially Adverse Effect;
Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue each Letter of Credit, is subject to the following conditions precedent:
Conditions Precedent to Each Letter of Credit. In addition to those conditions described in Section 4.1, and without limiting the discretionary nature of the facility provided hereunder, the Issuing Bank shall not agree to issue, amend, or extend any Letter of Credit without prior satisfaction of the following conditions precedent:
Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue each Letter of Credit shall be subject to the further conditions precedent that on the date of such Letter of Credit (a) the following statements shall be true (and each of the giving of the applicable Notice of Letter of Credit and the acceptance by the Borrower of the issuance of such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of issuance of such Letter of Credit such statements are true):
(i) the representations and warranties contained in Section 4.01 and the representations and warranties contained in the Mortgages are correct on and as of the date of issuance of such Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default or an Event of Default; and
(iii) following the issuance of such Letter of Credit, there shall not exist a Borrowing Base Deficiency; and (b) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request.
