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

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks to issue any Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all of the representations and warranties of the Company under this Agreement (other than those set forth in Section 4.1(i) hereof), which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such Letter of Credit and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g).

Conditions Precedent to Issuance of Letters of Credit. The obligation obligations of the Issuing Banks to issue any Letter of Credit hereunder is subject hereunder, including the obligation to extend, renew or increase the fulfillment amount of any of the Existing Letters of Credit, shall not become effective until the date on which the Co-Administrative Agents shall have received each of the following conditions immediately prior documents, each of which shall be satisfactory to the Co-Administrative Agents (and to the extent specified below, to each Lender (if any)) in form and substance (or contemporaneously such condition shall have been waived in accordance with such issuance:Section 8.02): (a) all the Payment Agent and the relevant Issuing Banks have received a Letter of Credit Application with respect to such Letter of Credit in accordance with Section 2.01(b) and each submission of a Letter of Credit Application shall be deemed a certification from the Borrower that: (i) the representations and warranties of the Company under this Agreement set forth in Article III (other than those in the last sentence of Section 3.01(e)) are true and correct in all material respects (unless made as of a specific date as set forth in Section 4.1(itherein); (ii) hereof), which, in accordance with Section 4.2 hereof, are made at and no Default exists or would exist as a result of the time issuance of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to Credit; (iii) the issuance of such Letter of Credit and after giving effect to will not contravene any updates to information provided Governmental Rule applicable to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective DateIssuing Banks or any LC Lender; (b) the Administrative Payment Agent and the applicable Issuing Bank Banks shall have received a duly executed Letter of Credit Applicationsatisfactory evidence that the Borrower has deposited into the XX Xxxx Collateral Account such additional amounts required so that the balance on deposit in the XX Xxxx Collateral Account is at least equal to the LC Required Reserve; (c) the incumbency of Borrower shall not have received notice from the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Payment Agent and the Lenders having Issuing Banks that, in its reasonable determination, a Revolving Loan Commitment;Change of Control has occurred; and (d) there the Borrower shall not exist, on the date have paid all applicable issuance and/or amendment fees of the Issuing Banks with respect to the issuance or amendment of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the any Issuing Banks Bank to issue any 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 issuanceLetter of Credit: (a) all The Administrative Agent shall have received a duly executed and completed Request for Issuance of Letter of Credit signed by an Authorized Signatory of the representations and warranties Borrower, which Request for Issuance of the Company under this Agreement (other than those set forth in Section 4.1(i) hereof), which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been (i) certify that there does not exist as of the date hereof, and after giving effect to the request there shall not exist, any Default or Event of Default, (ii) certify that as of the date of the issuance of the requested by a Subsidiary BorrowerLetter of Credit and after giving effect thereto, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case Section 5.1 hereof shall be true and correct at such time in all material respects, except for those representations to the extent and warranties that are qualified by materiality representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of the issuance of the requested Letter of Credit, there shall exist no litigation commenced against any of the Borrower Parties since the Agreement Date, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, which shall be true (iv) provide calculations demonstrating compliance with Sections 8.8 and correct, both 8.9 hereof before and after giving effect to the issuance of the requested Letter of Credit and (v) certify that (A) issuance of the requested Letter of Credit shall not violate the Indentures and (B) the L/C Obligations with respect to the requested Letter of Credit shall constitute “Senior Debt” (as defined in the Senior Subordinated Notes Indenture). (b) There shall have occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Issuance of Letter of Credit shall constitute a representation and warranty by the Borrower made as of the time of requesting such Letter of Credit and after giving effect to any updates to information provided to that the Lenders conditions specified in accordance with the terms of this Agreement except to the extent stated to Section 4.3 have been made fulfilled as of the Effective Date; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter time of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks to issue any Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all of the representations and warranties of the Company under this Agreement (other than those set forth in Section 4.1(i) hereof), which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such Letter of Credit and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Restatement Date; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Restatement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g).

Conditions Precedent to Issuance of Letters of Credit. The ----------------------------------------------------- obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all of the representations and warranties of the Company Borrowers under this Agreement (other than those set forth in Section 4.1(i) hereof)Agreement, which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such Letter of Credit and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective DateCredit; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit ApplicationCredit; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company Borrowers delivered pursuant to the Administrative Agent prior to or on the Effective Date Section 3.1(a)(iv) and (v) hereof or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and; (e) the Administrative Agent, the Issuing Bank and each of the Lenders having a Revolving Loan Commitment shall have received all such other certificates, reports, statements, opinions of counsel (if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described is in Section 8.1(fconnection with an Acquisition) or other documents as any of them may reasonably request; and (g)f) with respect to any Letter of Credit prior to the Borrowing Base Termination Date, the Borrowers shall certify to the Administrative Agent and the Lenders having a Revolving Loan Commitment that the Borrowers are in compliance with the Borrowing Base formula set forth herein after giving effect to such Letter of Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the any Issuing Banks Bank to issue any 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 issuanceLetter of Credit: (a) all The Administrative Agent shall have received a duly executed and completed Request for Issuance of Letter of Credit signed by an Authorized Signatory of the representations and warranties Borrower, which Request for Issuance of the Company under this Agreement (other than those set forth in Section 4.1(i) hereof), which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been (i) certify that, after giving effect to the requested by a Subsidiary BorrowerAdvance, no Default or Event of Default shall then exist, (ii) certify that as of the date of the issuance of the requested Letter of Credit and after giving effect thereto, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case Section 5.1 hereof shall be true and correct at such time in all material respects, except for those representations to the extent and warranties that are qualified by materiality representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of the issuance of the requested Letter of Credit, there shall exist no litigation commenced against any of the Rainbow Companies since December 31, 2001, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, which shall be true and correct, both (iv) provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the issuance of the requested Letter of Credit. (b) There shall have occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Issuance of Letter of Credit shall constitute a representation and warranty by the Borrower made as of the time of requesting such Letter of Credit and after giving effect to any updates to information provided to that the Lenders conditions specified in accordance with the terms of this Agreement except to the extent stated to Section 4.3 have been made fulfilled as of the Effective Date; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter time of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the any Issuing Banks Bank to issue any 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 issuanceLetter of Credit: (a) all The Administrative Agent shall have received a duly executed and completed Request for Issuance of Letter of Credit signed by an Authorized Signatory of the representations and warranties Borrower, which Request for Issuance of the Company under this Agreement (other than those set forth in Section 4.1(i) hereof), which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been (i) certify that there does not exist as of the date hereof, and after giving effect to the request there shall not exist, any Default or Event of Default, (ii) certify that as of the date of the issuance of the requested by a Subsidiary BorrowerLetter of Credit and after giving effect thereto, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case Section 5.1 hereof shall be true and correct at such time in all material respects, except for those representations to the extent and warranties that are qualified by materiality representation or warranty is made solely as of the Agreement Date, (iii) certify that, as of the date of the issuance of the requested Letter of Credit, there shall exist no litigation commenced against any of the Borrower Parties since the Agreement Date, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, which shall be true (iv) provide calculations demonstrating compliance with Sections 8.8 and correct, both 8.9 hereof before and after giving effect to the issuance of the requested Letter of Credit and (v) certify that (A) issuance of the requested Letter of Credit shall not violate the Indentures and (B) the L/C Obligations with respect to the requested Letter of Credit shall constitute "Senior Debt" (as defined in the Senior Subordinated Notes Indenture). (b) There shall have occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect since the date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Issuance of Letter of Credit shall constitute a representation and warranty by the Borrower made as of the time of requesting such Letter of Credit and after giving effect to any updates to information provided to that the Lenders conditions specified in accordance with the terms of this Agreement except to the extent stated to Section 4.3 have been made fulfilled as of the Effective Date; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter time of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all All of the representations and warranties of the Company Borrower under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(i) hereofincluding, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, in accordance with pursuant to Section 4.2 hereof, are made at and as of the time of an Advancesuch Advance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such the Letter of Credit Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Datesuch representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) the The Administrative Agent and the applicable Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit ApplicationCredit; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the The Administrative Agent and the Lenders having a Revolving Loan Commitmentshall have received all such other certificates, reports, statements, opinions of counsel (if such Letter of Credit is in connection with an Acquisition) or other documents as the Administrative Agent or any Lender may reasonably request; (di) there There shall not exist any action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or in any manner relating adversely to, the Borrower, any of its Subsidiaries, any of their respective properties or the transactions contemplated hereby, and (ii) no event shall have occurred and no condition exist, on in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (e) On the date of the issuance of such Letter of Credit and Credit, after giving effect theretoto the Letter of Credit requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 of this Agreement and that no Default or an Event of Default hereunder; and (e) if shall be caused hereunder by such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all of the representations and warranties of the Company Borrowers under this Agreement (other than those set forth in Section 4.1(i) hereof)Agreement, which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such Letter of Credit and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective DateAgreement; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit ApplicationCredit; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company Borrowers delivered to the Administrative Agent prior to or on the Effective Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if with respect to any Letter of Credit issued hereunder on which any of the Borrowers or their Restricted Subsidiaries is the named beneficiary, the Borrowers shall certify to the Administrative Agent and the Lenders having a Revolving Loan Commitment that the cash balance on hand as of the date of such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower of the Borrowers and their Restricted Subsidiaries shall not be exceed (after giving effect to the subject stated amount of any proceeding or action described in Section 8.1(fsuch Letter of Credit) or (g)$50,000,000.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the theany Issuing Banks Bank to issue any each Letter of Credit hereunder after the ClosingRestatement Effective Date is subject to the fulfillment or waiver of each of the following conditions immediately prior to or substantially contemporaneously with such issuance:. (a) all All of the representations and warranties of the Company Borrower under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(i) hereofincluding, without limitation, all representations and warranties with respect to the Borrower’s Subsidiaries), which, in accordance with pursuant to Section 4.2 hereof4.2, are made at and as of the time of an Advance, and additionally, if issuance of such Letter of Credit shall have been requested by (except to the extent relating specifically to a Subsidiary Borrowerspecific prior date), the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties respects (provided that are qualified by if any representation or warranty already includes a materiality or Materially Adverse Effectmaterial adverse effect qualifier, which such representation or warranty shall be true and correctcorrect in all respects), both before and after giving effect to the issuance of such Letter of Credit Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, except that for purposes of this Agreement except Section 3.3, the representations and warranties contained in Section 4.1(v) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.1 and 6.2, respectively; provided, further, that with respect to any Letter of Credit issued to backstop letters of credit substantially contemporaneously with a Limited Condition Transaction, the Persons providing such Letter of Credit may agree that the representations and warranties shall be limited to (A) as of the LCT Test Date, the representations and warranties being true and correct in all material respects and (B) as of the date of the consummation of such Limited Condition Transaction, (i) the Specified Representations being true and correct in all material respects and (ii) the Specified Acquisition Representations being true and correct to the extent stated that the Borrower or its Affiliates do not have the right (taking into account any right to have been made cure) to terminate their obligations under the Limited Condition Transaction Agreement for such Limited Condition Transaction or to decline to consummate such Limited Condition Transaction thereunder as a result of the Effective Datea breach of one or more of such representations and warranties in such Limited Condition Transaction Agreement; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there There shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunderhereunder and the Administrative Agent shall have received a Request for Issuance of Letter of Credit so certifying; provided that, to the extent that any Letter of Credit is issued to backstop letters of credit pursuant to a Limited Condition Transaction, the Persons providing such Letter of Credit may agree to “funds certain provisions” that does not impose as a condition to issuing such Letter of Credit that no Event of Default exists at the time such Limited Condition Transaction is consummated, in which event, the condition shall be that no Default or Event of Default shall exist on the LCT Test Date and no Event of Default under Section 8.1(a), (g) or (h) shall exist on the date of consummation of such Limited Condition Transaction; (c) On the date of such issuance, after giving effect to the issuance requested, the total amount of outstanding Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall not exceed the Revolving Commitment; and (ed) if Each of the Administrative Agent and the applicable Issuing Bank shall have received all such other certificates, statements or other documents as the Administrative Agent or thesuch Issuing Bank may request with respect to such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be and the subject use thereof. The acceptance of any proceeding or action described in Letter of Credit shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 8.1(f) or (g)3.3 on the date any such Letter of Credit is issued.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all of the representations and warranties of the Company Borrower under this Agreement (other than those set forth in Section 4.1(i) hereof)Agreement, which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such Letter of Credit and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Datesuch representations and warranties; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit ApplicationCredit; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company Borrower delivered to the Administrative Agent prior to or on the Effective Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and before or after giving effect thereto, a Default or an Event of Default hereunder; and (e) the Administrative Agent, the Issuing Bank and each of the Lenders having a Revolving Loan Commitment shall have received all such other certificates, reports, statements, opinions of counsel (if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described is in Section 8.1(fconnection with an Acquisition) or other documents as any of them may reasonably request." 4. Amendment to Article 4. (ga) Amendment to Section 4.1. Section 4.1(i)., Litigation, is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following:

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder after the Closing Date is subject to the fulfillment or waiver of each of the following conditions immediately prior to or substantially contemporaneously with such issuance:. (a) all All of the representations and warranties of the Company Borrower under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(i) hereofincluding, without limitation, all representations and warranties with respect to the Borrower’s Subsidiaries), which, in accordance with pursuant to Section 4.2 hereof4.2, are made at and as of the time of an Advance, and additionally, if issuance of such Letter of Credit shall have been requested by (except to the extent relating specifically to a Subsidiary Borrowerspecific prior date), the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties respects (provided that are qualified by if any representation or warranty already includes a materiality or Materially Adverse Effectmaterial adverse effect qualifier, which such representation or warranty shall be true and correctcorrect in all respects), both before and after giving effect to the issuance of such Letter of Credit Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, except that for purposes of this Agreement except Section 3.3, the representations and warranties contained in Section 4.1(v) shall be deemed to refer to the extent stated most recent statements furnished pursuant to have been made as of the Effective DateSections 6.1 and 6.2, respectively; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter of Credit Application; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there There shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunderhereunder and the Administrative Agent shall have received a Request for Issuance of Letter of Credit so certifying; (c) On the date of such issuance, after giving effect to the issuance requested, the total amount of outstanding Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall not exceed the Revolving Commitment; and (ed) if Each of the Administrative Agent and the Issuing Bank shall have received all such other certificates, statements or other documents as the Administrative Agent or the Issuing Bank may request with respect to such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be and the subject use thereof. The acceptance of any proceeding or action described in Letter of Credit shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 8.1(f) or (g)3.3 on the date any such Letter of Credit is issued.

Conditions Precedent to Issuance of Letters of Credit. The As conditions precedent to the obligation of the Issuing Banks applicable Bank to issue any its respective Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance:Credit:‌ (a) all the City shall provide to the Administrative Agent on the date of the issuance of the Letters of Credit (the “Closing Date”), in form and substance satisfactory to the Administrative Agent and its special counsel, Xxxxxxx and Xxxxxx LLP: (i) a written opinion of counsel to the City, dated the Closing Date, with respect to matters as the Administrative Agent may reasonably request; (ii) the written opinions of Xxxxxxxxx & Xxxxxxxx L.L.P., bond counsel to the City, dated the Closing Date, covering such matters as the Administrative Agent may reasonably request; (iii) a certificate, signed by a duly authorized officer of the City, dated the Closing Date, stating that on the Closing Date: (1) the representations and warranties of the Company under this Agreement (other than those set forth City contained in Section 4.1(i) hereof), which, in accordance with Section 4.2 hereof, Article Five hereof are made at correct on and as of the time Closing Date as though made on such date; (2) no Event of an AdvanceDefault has occurred and is continuing, or would result from the issuance of the Letters of Credit or the execution, delivery and performance of this Agreement, and additionally, if such Letter no event has occurred and is continuing which would constitute an Event of Credit shall have been requested by a Subsidiary Borrower, Default but for the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall requirement that notice be true and correct at such given or time in elapse or both; and (3) all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect conditions precedent to the issuance of such Letter the Letters of Credit and after giving effect to any updates to information provided to the Lenders set forth in accordance with the terms this Article Four have been satisfied. (iv) executed originals of this Agreement except and certified copies of the other Related Documents; (v) evidence of due authorization, execution and delivery by the parties thereto of the Related Documents, which Related Documents shall be in form and substance satisfactory to the extent stated to have been made Administrative Agent and its special counsel; (vi) a copy of resolutions of the board of directors of the City, certified as of the Effective Datedate of the Letters of Credit by an Authorized Officer of the City authorizing, among other things, the execution, delivery and performance by the City of this Agreement and the other Related Documents or amendments thereto required to be delivered on the Closing Date and authorizing the City to obtain the issuance of the Letters of Credit; (vii) certified copies of the City’s authorizing statute and by-laws; (viii) true and correct copies of all governmental approvals necessary for the City to enter into this Agreement and the transactions contemplated by this Agreement; (ix) a certificate of an Authorized Officer of the City certifying the name and true signatures of the officers of the City authorized to sign this Agreement; (x) evidence satisfactory to the Administrative Agent that a CUSIP number has been obtained and reserved for each series of Liquidity Provider Bonds; (xi) evidence satisfactory to the Administrative Agent that the outstanding Bonds have been assigned long-term ratings of “A-” by S&P and “A1” by Xxxxx’x, respectively; and (xii) a copy of the City’s investment policy, guidelines and permitted investments, each in form and substance satisfactory to the Administrative Agent; (xiii) the Administrative Agent shall have determined (in its sole discretion) that no material adverse change in the ratings, financial condition, business, assets, liabilities or prospects of the City shall have occurred since September 30, 2010, except as disclosed in writing by the City to the Administrative Agent prior to the Closing Date or as disclosed in the Official Statement, which would be reasonably likely to result in a Material Adverse Effect; (xiv) the Banks shall have received copies of the audited financial statements for the City for the fiscal year ended September 30, 2010; (xv) such other documents, certificates and opinions as the Administrative Agent or its special counsel may reasonably request; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter of Credit Applicationfrom the City the fees payable pursuant to the Fee Letter; (c) the incumbency no law, regulation, ruling or other action of the Authorized Signatories United States, the State or the State of New York or any political subdivision or authority therein or thereof shall be as stated in effect or shall have occurred, the applicable certificate effect of incumbency contained in which would be to prevent the certificate Banks from fulfilling their respective obligations under this Agreement; and (d) all legal requirements provided herein incident to the execution, delivery and performance of the Company delivered to Related Documents, and the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and (e) if such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)its special counsel.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all All of the representations and warranties of the Company Borrower under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(i) hereofincluding, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, in accordance with pursuant to Section 4.2 hereof, are made at and as of the time of an Advancesuch Advance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such the Letter of Credit Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Datesuch representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) the The Administrative Agent and the applicable Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit ApplicationCredit; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a certificate of incumbency delivered to the The Administrative Agent and the Lenders having a Revolving Loan Commitmentshall have received all such other certificates, reports, statements, opinions of counsel (if such Letter of Credit is in connection with an Acquisition) or other documents as the Administrative Agent or any Lender may reasonably request; (di) there There shall not exist any action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or in any manner relating adversely to, the Borrower, any of its Subsidiaries, any of their respective properties or the transactions contemplated hereby, and (ii) no event shall have occurred and no condition exist, on in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (e) On the date of the issuance of such Letter of Credit and Credit, after giving effect theretoto the Letter of Credit requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 of this Agreement and that no Default or an Event of Default hereunder; and (e) if shall be caused hereunder by such Letter of Credit shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (g)Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Banks Bank to issue any each Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such issuance: (a) all of the representations and warranties of the Company Borrowers under this Agreement (other than those set forth in Section 4.1(i) hereof)Agreement, which, in accordance with Section 4.2 hereof, are made at and as of the time of an Advance, and additionally, if such Letter of Credit shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the issuance of such Letter of Credit and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Datesuch representations and warranties; (b) the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit ApplicationCredit; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company Borrowers delivered to the Administrative Agent prior to or on the Effective Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) there shall not exist, on the date of the issuance of such Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder; and; (e) the Administrative Agent, the Issuing Bank and each of the Lenders having a Revolving Loan Commitment shall have received all such other certificates, reports, statements, opinions of counsel (if such Letter of Credit is in connection with an Acquisition) or other documents as any of them may reasonably request; and (f) with respect to any Letter of Credit issued hereunder on which any of the Borrowers or their Restricted Subsidiaries is the named beneficiary, the Borrowers shall have been requested by certify to the Administrative Agent and the Lenders having a Subsidiary Borrower, Revolving Loan Commitment that the cash balance on hand as of the date of such Subsidiary Borrower Letter of Credit (excluding amounts which are held in the Proceeds Account) of the Borrowers and their Subsidiaries shall not be exceed (after giving effect to the subject stated amount of any proceeding or action described in Section 8.1(fsuch Letter of Credit) or (g)$50,000,000.