Common use of Conditions Precedent to Issuance of Letter of Credit Clause in Contracts

Conditions Precedent to Issuance of Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the satisfaction of all of the following conditions precedent on or prior to the Closing Date: (a) the Bank (or its counsel) shall have received this Agreement, executed and delivered by a duly authorized officer of the Applicant and by the Bank; (b) the representations and warranties of the Applicant and the MLP set forth in the Credit Agreement shall be true and correct on and as of the Closing Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (c) at the time of and immediately after giving effect to the issuance of the Letter of Credit, no Default (as defined in the Credit Agreement) shall have occurred and be continuing; (d) the Bank (or its counsel) shall have received a certificate of the secretary or an assistant secretary of the Applicant certifying the names and true signatures of the officers of the Applicant authorized to sign this Agreement; (e) the Bank (or its counsel) shall have received a certificate of an officer of the Applicant certifying that the conditions precedent set forth in clauses (b) and (c) above have been satisfied; (f) the Bank (or its counsel) shall have received evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Applicant, in such forms and places as the Bank shall reasonably require; and (g) the form of the Letter of Credit attached as Appendix I to this Agreement shall be in form and substance satisfactory to the Bank.

Conditions Precedent to Issuance of Letter of Credit. The obligation of It shall be a condition precedent to the issuance (with regard to A, B, E and F below) by the Bank to issue the of its Letter of Credit is subject and subsequent funding thereunder (with regard to C, D, G and H) that (i) the satisfaction of all of the following conditions precedent Bank shall have received on or prior to before the Closing DateDate of Issuance the following: (aA) the Bank (or its counsel) shall have received this Agreementopinions of Company Counsel, executed and delivered by a duly authorized officer of the Applicant and by the Bank; (b) the representations and warranties of the Applicant and the MLP set forth in the Credit Agreement shall be true and correct on and as of the Closing Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (c) at the time of and immediately after giving effect to the issuance of the Letter of Credit, no Default (as defined in the Credit Agreement) shall have occurred and be continuing; (d) the Bank (or its counsel) shall have received a certificate of the secretary or an assistant secretary of the Applicant certifying the names and true signatures of the officers of the Applicant authorized to sign this Agreement; (e) the Bank (or its counsel) shall have received a certificate of an officer of the Applicant certifying that the conditions precedent set forth in clauses (b) and (c) above have been satisfied; (f) the Bank (or its counsel) shall have received evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Applicant, in such forms and places as the Bank shall reasonably require; and (g) the form of the Letter of Credit attached as Appendix I to this Agreement shall be in form and substance satisfactory to the Bank; (B) executed copies of the Indenture, the Loan Agreement and the Credit Agreement; (C) such other documents, instruments, approvals (and, if required by Bank, certified duplicates of executed copies thereof) and opinions as the Bank may reasonably request; (D) payment in full of the Commitment Fee due on the Date of Issuance pursuant to Section 2(a) hereof and any documentation fee due pursuant to section 2(g) hereof; (ii) On the Date of Issuance, or upon funding, as appropriate: (A) the Transaction Documents and the Letter of Credit Documents, shall be in full force and effect; (iii) The following statements shall be true and correct on the Date of Issuance and the Bank shall have received a certificate signed by a duly authorized officer of the Company, dated the Date of Issuance, stating that: (A) the representations and warranties contained in Section 5 hereof are correct on and as of the Date of Issuance as though made on and as of such date; and (B) no Event of Default or Potential Event of Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the Company's execution of this Agreement.

Conditions Precedent to Issuance of Letter of Credit. The obligation of the each Bank to issue the Letter of Credit is for the account of the Borrower, shall be subject to the satisfaction of all further conditions precedent that on the date of the following conditions precedent on or prior to issuance of the Closing DateLetter of Credit: (a) the Bank (or its counsel) The Agent shall have received this Agreementsufficient copies for each Bank of a certified (by the Borrower) copy of the final supplementary Revenue Ruling delivered in connection with the Palladium Transaction, executed and delivered as well as certified (by the Borrower) copies of each of the Palladium Documents, together with a certificate signed by a duly authorized officer of the Applicant Borrower, stating (i) that such final supplementary Revenue Ruling, insofar as it relates to the Palladium Loan Agreement and by the Bankproposed transactions in connection therewith, does not materially alter the nature and scope of the Palladium Transaction described in the final Revenue Ruling attached hereto as Exhibit F and (ii) that such certified copies of the Palladium Documents, insofar as they relate to the Palladium Loan Agreement and the proposed transactions in connection therewith, conform in all material respects to the description thereof contained in the Revenue Ruling (as supplemented); (b) The following statements shall be true (and the giving of the Notice of Issuance and the acceptance by the Borrower of the Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of the issuance such statements are true): (i) the representations and warranties of the Applicant and the MLP set forth contained in the Credit Agreement shall be true and Section 4.01 are correct on and as of the Closing Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as date of such earlier date); (c) at the time of and immediately after giving effect to the issuance of the Letter of Credit, no Default (as defined in the Credit Agreement) shall have occurred though made on and be continuing; (d) the Bank (or its counsel) shall have received a certificate as of the secretary or an assistant secretary of the Applicant certifying the names and true signatures of the officers of the Applicant authorized to sign this Agreement; (e) the Bank (or its counsel) shall have received a certificate of an officer of the Applicant certifying that the conditions precedent set forth in clauses (b) and (c) above have been satisfied; (f) the Bank (or its counsel) shall have received evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Applicant, in such forms and places as the Bank shall reasonably requiredate; and (gii) no event has occurred and is continuing, or would result from the form issuance or from the application of the proceeds therefrom, that constitutes a Default; (c) In the event that the Borrower shall choose to cause the issuance of the Letter of Credit attached pursuant to Section 2.01(b)(ii), the Agent shall have received irrevocable payment instructions instructing it to repay all Term Advances outstanding hereunder, together with sufficient funds to make such payment; and (d) The Agent shall have received such other ministerial approvals, opinions or documents as Appendix I to this Agreement shall be in form and substance satisfactory to any Bank through the BankAgent may reasonably request.

Conditions Precedent to Issuance of Letter of Credit. The obligation of the Fronting Bank to issue issue, amend, extend or renew the Letter of Credit, shall be subject to the further conditions precedent that on the date of issuance: (i) The following statements shall be true (and each of the giving of the applicable Letter of Credit Request and the acceptance of the Letter of Credit is subject to by the satisfaction Beneficiary shall constitute a representation and warranty by the Obligor that on the date of all such Extension of the following conditions precedent on or prior to the Closing Date:Credit such statements are true): (aA) the Bank (or its counsel) shall have received this Agreement, executed and delivered by a duly authorized officer of the Applicant and by the Bank; (b) the The representations and warranties of the Applicant and the MLP set forth Obligor contained in the Credit Agreement shall be Section 4.01 hereof are true and correct on and as of the Closing Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as date of such earlier date); (c) at the time Extension of Credit, before and immediately after giving effect to such Extension of Credit and to the issuance application of the Letter proceeds therefrom, as though made on and as of Credit, no Default (as defined in the Credit Agreement) shall have occurred and be continuingsuch date; (dB) No event has occurred and is continuing, or would result from such Extension of Credit or from the Bank (or its counsel) shall have received a certificate application of the secretary proceeds therefrom, that constitutes an Event of Default with respect to the Obligor or would constitute an assistant secretary Event of Default with respect to the Applicant certifying Obligor but for the names and true signatures of the officers of the Applicant authorized to sign this Agreement; (e) the Bank (requirement that notice be given or its counsel) shall have received a certificate of an officer of the Applicant certifying that the conditions precedent set forth in clauses (b) and (c) above have been satisfied; (f) the Bank (time elapse or its counsel) shall have received evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Applicant, in such forms and places as the Bank shall reasonably requireboth; and (gC) Immediately following such Extension of Credit, (1) the form aggregate amount of Outstanding Credits shall not exceed the aggregate amount of the Letter Commitments then in effect, (2) the Outstanding Credits of Credit attached as Appendix I to this Agreement any Lender shall be in form and substance satisfactory not exceed the amount of such Lender’s Commitment, (3) the aggregate principal amount of Advances outstanding for the Obligor shall not exceed amounts authorized under the Obligor’s Approval; (ii) The Obligor shall have delivered to the BankAdministrative Agent copies of such other approvals, opinions, and documents as the Administrative Agent, the Fronting Bank or any other Lender (through the Administrative Agent) may reasonably request.