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

Conditions to Issuance of Letters of Credit. The issuance of each Letter of Credit shall be subject to satisfaction of the conditions set forth in the related Letter of Credit Agreement and satisfaction of the following conditions: (a) the fact that, immediately before and after the issuance of such Letter of Credit, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of issuance of such Letter of Credit, except to the extent explicitly relating to a specified date; (c) the fact that, immediately after the issuance of such Letter of Credit, the Used Commitment will not exceed the Commitment; and (d) no Letter of Credit shall have an expiry date or termination date on or after the earlier of: (1) the date twelve months after the date of the issuance of such Letter of Credit; and (2) the date two Domestic Business Days prior to the Termination Date; provided that if the Borrower requests that the Bank issue a Letter of Credit with an expiry date or termination date after the date two Domestic Business Days prior to the Termination Date and the Bank agrees in its sole and absolute discretion to issue such Letter of Credit, the Borrower shall, not later than twenty (20) Domestic Business Days prior to the Termination Date, (1) secure such Letter of Credit with collateral of a type and having a value acceptable to, and as determined by, the Bank in its sole and absolute discretion and (2) execute and deliver to the Bank all such agreements, documents, instruments, certificates, opinions and other papers as the Bank shall require in its sole and absolute discretion as are necessary for the Bank to obtain a first priority lien on and security interest in such collateral.

Conditions to Issuance of Letters of Credit. The issuance of each Letter of Credit shall be subject to satisfaction of the conditions set forth in the related Letter of Credit Agreement and satisfaction of the following conditions: (a) the fact that, immediately before and after the issuance of such Letter of Credit, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Loan Parties Borrower contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of issuance of such Letter of Credit, except to the extent explicitly relating to a specified date; (c) the fact that, immediately after the issuance of such Letter of Credit: (i) the sum of (A) the entire outstanding principal amount of the Advances, (B) the Used Commitment aggregate outstanding principal amount of the Letter of Credit Advances, (C) the aggregate outstanding principal amount of Swing Line Advances, and (D) the aggregate Undrawn Amounts, will not exceed the Commitmentaggregate amount of the Commitments of all of the Banks at such time; (d) the fact that immediately after the issuance of such Letter of Credit the sum of: (i) the aggregate outstanding principal amount of the Letter of Credit Advances, plus (ii) the aggregate Undrawn Amounts, will not exceed $10,000,000; (e) the form and content of each such Letter of Credit and Letter of Credit Agreement shall be satisfactory to the Issuing Bank in its sole and absolute discretion and such Letters of Credit will be used for general corporate purposes of the Borrower, its Subsidiaries and Portfolio Investments in the ordinary course of business; and (df) no Letter of Credit shall have an expiry date or termination date on or after the earlier of: (1) the date twelve months after the date of the issuance of such Letter of CreditCredit (except that Letters of Credit may renew automatically on an annual basis in the sole discretion of the Issuing Bank); and provided that the Borrower shall be required to deliver to the Administrative Agent immediately available funds in accordance with Section 9.03 with respect to each Letter of Credit that is: (21) the date two outstanding 15 Domestic Business Days prior to the Facility Termination Date; provided that if or (2) issued on the Borrower requests that the Bank issue a Letter of Credit with an expiry date or termination date after the date two 15th Domestic Business Days Day prior to the Facility Termination Date and the Bank agrees in its sole and absolute discretion to issue such Letter of Credit, the Borrower shall, not later than twenty (20) Domestic Business Days prior to the Termination Date, (1) secure such Letter of Credit with collateral of a type and having a value acceptable to, and as determined by, the Bank in its sole and absolute discretion and (2) execute and deliver to the Bank all such agreements, documents, instruments, certificates, opinions and other papers as the Bank shall require in its sole and absolute discretion as are necessary for the Bank to obtain a first priority lien on and security interest in such collateralor any date thereafter.

Conditions to Issuance of Letters of Credit. The issuance of each Letter of Credit shall be subject to satisfaction of the conditions set forth in the related Letter of Credit Agreement and satisfaction of the following conditions: (a) the fact that, immediately before and after the issuance of such Letter of Credit, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of issuance of such Letter of Credit, except to the extent explicitly relating to a specified date; (c) the fact that, immediately after the issuance of such Letter of Credit, the Used Commitment will not exceed the Commitment; (d) if (1) at any time prior to the issuance of such Letter of Credit, the Used Commitment was equal to or exceeded $8,250,000 or (2) after the issuance of such Letter of Credit, the Used Commitment would equal or exceed $8,250,000, then the Borrower’s request for the issuance of such Letter of Credit shall be accompanied by a Compliance Certificate, which Compliance Certificate shall be as of the end of the most recent Fiscal Quarter or Fiscal Year, as applicable; and (de) no Letter of Credit shall have an expiry date or termination date on or after the earlier of: (1) the date twelve months after the date of the issuance of such Letter of Credit; and (2) the date two Domestic Business Days prior to the Termination Date; provided that if the Borrower requests that the Bank issue a Letter of Credit with an expiry date or termination date after the date two Domestic Business Days prior to the Termination Date and the Bank agrees in its sole and absolute discretion to issue such Letter of Credit, the Borrower shall, not later than twenty (20) Domestic Business Days prior to the Termination Date, (1) secure such Letter of Credit with collateral of a type and having a value acceptable to, and as determined by, the Bank in its sole and absolute discretion and (2) execute and deliver to the Bank all such agreements, documents, instruments, certificates, opinions and other papers as the Bank shall require in its sole and absolute discretion as are necessary for the Bank to obtain a first priority lien on and security interest in such collateral.

Conditions to Issuance of Letters of Credit. The issuance obligation of each the Issuer to issue a Letter of Credit to any Applicant and the occurrence of the Effective Date shall be subject to satisfaction the further conditions that, as of the conditions set forth in date of the related Letter issuance of such Letters of Credit Agreement and satisfaction after giving effect thereto (and also as of the following conditions:Effective Date): (a) the fact thatno Default or Event of Default shall have occurred and be continuing, immediately before and after no Default or Event of Default shall result from the issuance of such Letter of Credit, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Loan Parties contained made by each Applicant and each Guarantor in Article IV of Section 6 hereof and in any other certificate or other document delivered in connection with this Agreement shall be true, true in all material respects, respects on and as of the date of the issuance of such Letter of Credit (and the Effective Date) with the same force and effect as if made on and as of such date; (c) the representations made by HSN and HSC in Section 8 of the Amended Revolving Credit Agreement shall be true in all material respects on and as of the date of issuance of such Letter of CreditCredit (and the Effective Date) with the same force and effect as if made on and as of such date (including, without limitation, that there shall have occurred no material adverse change since December 31, 1994 in the consolidated financial condition or operations, or the business taken as a whole, of HSN and its consolidated Subsidiaries from that set forth in their financial statements dated as of December 31, 1994, except as disclosed to the Issuer and the Participant in writing prior to the date of this Agreement); (d) the Applicants shall have created and perfected the Security Interest of the Administrative Agent, for the ratable benefit of the Issuer and all Participants, in the Collateral pursuant to Section 9.2(b), and to the extent explicitly relating that the Security Interest may be perfected by possession, the Applicants shall have made such arrangements as shall be satisfactory to a specified datethe Administrative Agent for the delivery of such types of Collateral to the Administrative Agent for purposes of perfection; (ce) the fact that, immediately after Applicants and the issuance Guarantors shall be in compliance with the covenant contained in Section 9.20(f) of such Letter of Credit, the Used Commitment will not exceed the CommitmentAmended Revolving Credit Agreement; and (df) no the Applicants shall have paid in full all fees and expenses payable pursuant to Sections 2.3 and 11.3 hereof. Each Application for the issuance of a Letter of Credit hereunder made pursuant to Section 2.1 hereof shall have an expiry date or termination date on or after constitute a certification by the earlier of: Applicants and the Guarantors as to the circumstances specified in paragraphs (1a), (b), (c), (d) and (e) above (both as of the date twelve months after of such Application and, unless any Applicant or either Guarantor otherwise notifies the Issuer and the Participants prior to the date of the issuance of such Letter of Credit; and (2) , as of the date two Domestic Business Days prior to the Termination Date; provided that if the Borrower requests that the Bank issue a Letter of Credit with an expiry date or termination date after the date two Domestic Business Days prior to the Termination Date and the Bank agrees in its sole and absolute discretion to issue such Letter of Credit, the Borrower shall, not later than twenty (20) Domestic Business Days prior to the Termination Date, (1) secure such Letter of Credit with collateral of a type and having a value acceptable to, and as determined by, the Bank in its sole and absolute discretion and (2) execute and deliver to the Bank all such agreements, documents, instruments, certificates, opinions and other papers as the Bank shall require in its sole and absolute discretion as are necessary for the Bank to obtain a first priority lien on and security interest in such collateral).

Conditions to Issuance of Letters of Credit. The issuance obligation of each Letter the Bank to issue the Letters of Credit shall be subject to satisfaction the Bank's receipt of the conditions set forth following, in form and substance satisfactory to the related Letter of Credit Agreement and satisfaction of the following conditionsBank: (a) the fact that, immediately before and after the issuance two (2) original executed counterparts of such Letter of Credit, no Default shall have occurred and be continuingthis Agreement; (b) the fact that the representations and warranties a copy of an executed counterpart of each of the Loan Parties contained in Article IV of this Agreement shall be true, in all material respects, on and as of the date of issuance of such Letter of Credit, except to the extent explicitly relating to a specified dateLease Documents; (c) receipt by the fact thatBank of the Collateral in immediately available funds subject to no Liens; (d) an opinion of counsel for the Applicant dated the date of this Agreement addressed to the Bank in form and substance acceptable to the Bank; (e) a certificate from the secretary or an assistant secretary of the Applicant certifying as to the incumbency and genuineness of the signature of each officer of the Applicant executing the Documents and certifying that attached thereto is a true, immediately after correct and complete copy of (A) the articles of incorporation of the Applicant and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (B) the bylaws of the Applicant as in effect on the date of such certifications, and (C) resolutions duly adopted by the Board of Directors of the Applicant authorizing the transactions contemplated hereunder and the issuance of such Letter the Letters of CreditCredit on its behalf, and the Used Commitment will not exceed execution, delivery and performance of this Agreement and the Commitmentother Documents; (f) a certificate as of a recent date of the good standing of Applicant under the laws of its jurisdiction of organization; (g) payment to the Bank of the initial Fronting Fee and all other fees payable pursuant to Section 3.3 of this Agreement; and (dh) no Letter of Credit shall have an expiry date or termination date on or after the earlier of: (1) the date twelve months after the date original executed counterpart of the issuance of such Letter of Credit; and (2) the date two Domestic Business Days prior to the Termination Date; provided that if the Borrower requests that the Bank issue a Letter of Credit with an expiry date or termination date after the date two Domestic Business Days prior to the Termination Date and the Bank agrees in its sole and absolute discretion to issue such Letter of Credit, the Borrower shall, not later than twenty (20) Domestic Business Days prior to the Termination Date, (1) secure such Letter of Credit with collateral of a type and having a value acceptable to, and as determined by, the Bank in its sole and absolute discretion and (2) execute and deliver to the Bank all such agreements, documents, instruments, certificates, opinions and other papers as the Bank shall require in its sole and absolute discretion as are necessary for the Bank to obtain a first priority lien on and security interest in such collateral.Commitment Letter