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 Bank to issue 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 Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Subsidiaries), which, pursuant to Section 4.2, are made at and as of the time of such Advance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the issuance of the Letter of Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby. (b) The Administrative Agent shall have received a duly executed Request for Issuance of Letter of Credit. (c) The Administrative Agent and the Lenders 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 the Administrative Agent or any Lender may reasonably request. (d) No event shall have occurred and no condition exist, 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 issuance of such Letter of Credit, after giving effect to the Letter of Credit requested, the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7.8 of this Agreement.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Bank to issue 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 Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Restricted Subsidiaries), which, pursuant to Section 4.24.2 hereof, are made at and as of the time of such Advance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the issuance of the Letter of Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby.; (b) The Administrative Agent shall have received a duly executed Request for Issuance of Letter of Credit.; (c) The Administrative Agent and the Lenders 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 the Administrative Agent or any Lender may reasonably request.; (d) No event shall have occurred and no condition exist, 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 issuance of such Letter of Credit, after giving effect to the Letter of Credit requested, the Borrower shall be in compliance on a pro forma basis with the covenant covenants set forth in Section 7.8 Sections 7.8, 7.9, 7.10 and 7.11 of this AgreementAgreement and that no Default or Event of Default shall be caused hereunder by such Letter of Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the any Issuing Bank to issue each 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 Borrower, which Request for Issuance of Letter of Credit shall (i) certify that, after giving effect to the requested Advance, 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 the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Subsidiaries), which, pursuant to in Section 4.2, are made at and as of the time of such Advance (except to the extent previously fulfilled in accordance with the terms 5.1 hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all material respects), both except to the extent and 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, and (iv) provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the issuance of the Letter of Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby. (b) The Administrative Agent shall have received a duly executed Request for Issuance of requested Letter of Credit. (cb) The Administrative Agent and the Lenders 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 the Administrative Agent or any Lender may reasonably request. (d) No event There shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, event which has had or could reasonably be expected to have a Materially Adverse EffectEffect since the date of the most recent audited financial statements provided to the Credit Parties. (ec) On Each Request for Issuance of Letter of Credit shall constitute a representation and warranty by the date Borrower made as of the time of requesting such Letter of Credit that the conditions specified in Section 4.3 have been fulfilled as of the time of issuance of such Letter of Credit, after giving effect to the Letter of Credit requested, the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7.8 of this Agreement.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Bank to issue 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 Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.24.2 hereof, are made at and as of the time of such Advance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the issuance of the Letter of Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby.; (b) The Administrative Agent shall have received a duly executed Request for Issuance of Letter of Credit.; (c) The Administrative Agent and the Lenders 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 the Administrative Agent or any Lender may reasonably request.; (d) No event shall have occurred and no condition exist, 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 issuance of such Letter of Credit, after giving effect to the Letter of Credit requested, the Borrower shall be in compliance on a pro forma basis with the covenant covenants set forth in Section 7.8 Sections 7.8, 7.9, 7.10 and 7.11 of this AgreementAgreement and that no Default or Event of Default shall be caused hereunder by such Letter of Credit.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Bank to issue 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 Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Subsidiaries)Agreement, which, pursuant to in accordance with Section 4.24.2 hereof, are made at and as of the time of such Advance the issuance of a Letter of Credit (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the issuance of the 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, and no Default or Event of Default hereunder shall then exist or be caused thereby.; (b) The the Administrative Agent shall have received a duly executed Request for Issuance of Letter of Credit.; (c) The Administrative Agent and the Lenders 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 the Administrative Agent or any Lender may reasonably request. (d) No no event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, shall exist which has had or could reasonably be expected to have a Materially Adverse Effect.; and (ed) On on the date of issuance of such Letter of Credit, after giving effect to the issuance of such Letter of Credit requestedCredit, the Borrower shall be in compliance on a pro forma basis with the covenant covenants set forth in Section Sections 7.8 and 7.9 of this Agreement.

Conditions Precedent to Issuance of Letters of Credit. The obligation of the Issuing Bank Agent, as the issuer of the Letters of Credit, to issue each issue, renew, or extend any Letter of Credit hereunder is subject to the fulfillment of each satisfaction of the following additional conditions immediately prior to or contemporaneously with such issuanceprecedent: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect shall have delivered to the Subsidiaries), which, pursuant to Section 4.2, are made Agent a Letter of Credit Application at and as of the time of such Advance (except least three Business Days prior to the extent previously fulfilled requested issuance date; and each statement or certification made in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty Letter of Credit Application shall be true and correct in all respects), both before and after giving effect to material respects on the requested date for the issuance of the such Letter of Credit, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and ; (b) no Default or Event of Default hereunder shall then exist or be caused thereby. (b) The Administrative Agent shall have received will occur as a duly executed Request for Issuance result of the issuance, renewal, or extension of such Letter of Credit.; (c) The Administrative Agent the terms and provisions of the Lenders 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 such renewal or extension shall be reasonably satisfactory to the Agent, as the Administrative Agent or any Lender may reasonably request.issuer of the Letters of Credit; (d) No event the conditions precedent set forth in clauses (c) through (g) of Section 3.2 shall have occurred and no condition existbe satisfied; provided that for purposes of this Section 3.3, (i) the references in each case, which, clause (d) of Section 3.2 to "the requested date for such Loan" shall be deemed to be a reference to "the requested date for such "Letter of Credit"; (ii) the reference in clause (f) of Section 3.2 to "the reasonable judgment making of such Loan" shall be deemed to be a reference to "the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (e) On the date of issuance of such Letter of Credit, after giving effect "; (iii) the reference in clause (g)(ii) of Section 3.2 to "the date of the requested Loan" shall be deemed to be a reference to "the date of the requested Letter of Credit" and (iv) the reference in clause (g) of Section 3.2 to the Letter of Credit requested"fees due and payable by the Borrower hereunder" shall include, without limitation, the Borrower issuing fee payable pursuant to Section 2.16 on the date of issuance or renewal; and (e) the Borrowers shall be in compliance on a pro forma basis with have delivered to the covenant set forth in Section 7.8 Agent an opinion of this Agreementcounsel for the Borrowers or other evidence satisfactory to the Agent and the Lenders that the granting of the Liens pursuant to the Security Instruments does not violate the indentures for the Public Debt.