Common use of Conditions to the Obligations of the Placement Agent Clause in Contracts

Conditions to the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Fund herein are, at and as of the time of effectiveness of the Registration Statement, true and correct in all material respects, to the condition that the Fund shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel. (b) The Placement Agent shall have received a certificate of the Fund, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that: i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein are true and correct, and the Fund has complied with all the agreements and satisfied all the conditions required to be performed or satisfied on its part at or prior to such date; ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional Information; and iii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth. (c) Husch Xxxxxxxxx Xxxxxxx LLP shall have furnished the Placement Agent with their written opinion, dated the Initial Closing Date, and each Subsequent Closing Date, in substantially the form attached hereto as Exhibit B. (d) McGladrey & Xxxxxx, LLP shall have furnished to the Placement Agent a letter, dated the Initial Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that: i) They are independent registered public accountants with respect to the Fund within the meaning of the 1933 Act and the 1933 Act Rules and Regulations. ii) In their opinion the financial statements of the Fund audited by them and included in the registration statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Rules and Regulations. (e) All documents required to be delivered to the Placement Agent by the Fund on the Initial Closing Date, or any subsequent date, have been delivered in form and substance satisfactory to the Placement Agent and its counsel.

Conditions to the Obligations of the Placement Agent. The Placement Agent’s obligations to use its best efforts to procure subscription and payment for the Debt Securities and the Purchaser’s obligations on the Closing Date shall be subject to the accuracy of the Placement Agent hereunder shall be subject, in its discretionrepresentations and warranties on the part of the Company and the Trust contained herein as of the date and time that this Agreement is executed (the “Execution Time”) and the Closing Date, to the condition that all representations and warranties and other accuracy of the statements of the Fund herein are, at Company and as of the time of effectiveness of Trust made in any certificates pursuant to the Registration Statement, true and correct in all material respectsprovisions hereof, to the condition that performance by the Fund shall have performed in all material respects all Company and the Trust of its their obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Registration Statement Company shall have become effective, furnished to you and the Placement Agent shall have received notice thereof; no stop order suspending Purchaser the effectiveness opinion of Jones, Walker, Waechter, Poitevent, Carrère & Dxxxxxx LLP, special counsel for the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by Company, dated the SEC; and all requests for additional information on Closing Date, addressed to you, in substantially the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counselform set out in Annex A hereto. (b) The Placement Agent Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère & Dxxxxxx LLP, special tax counsel for the Company, dated the Closing Date, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to you and your counsel to the effect that for U.S. federal income tax purposes, the Subordinated Debt Securities will constitute indebtedness of the Company, in substantially the form set out in Annex B hereto. (c) You and the Purchaser shall have received the opinion of Mxxxxx Xxxxx LLP, special Delaware counsel for the Company and the Trust, dated the Closing Date, addressed to you, in substantially the form set out in Annex C hereto. (d) You and the Purchaser shall have received the opinion of Mxxxxx Xxxxx LLP, counsel for the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee, dated the Closing Date addressed to you, in substantially the form set out in Annex D hereto. (e) The Company shall have furnished to you a certificate of the FundCompany, signed by the President or a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that: (i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein Company and the Trust in this Agreement are true and correctcorrect in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Fund has Company and the Trust have complied with all the agreements and satisfied all the conditions required on either of their part to be performed or satisfied on its part at or prior to such date; ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional InformationClosing Date; and iii(ii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth. (c) Husch Xxxxxxxxx Xxxxxxx LLP shall have furnished the Placement Agent with their written opinion, dated the Initial Closing Date, and each Subsequent Closing Date, in substantially the form attached hereto as Exhibit B. (d) McGladrey & Xxxxxx, LLP shall have furnished to the Placement Agent a letter, dated the Initial Closing Date, in form and substance satisfactory most recent financial statements provided to the Placement Agent, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business. (f) Subsequent to the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect that:of which, is, in your reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Debt Securities. i(g) They are independent registered public accountants with respect Prior to the Fund within Closing Date, the meaning Company and the Trust shall have furnished to you and the Purchaser such further information, certificates and documents as you may reasonably request. (h) At the Closing Date, each of the 1933 Act Operative Documents shall have been duly authorized, executed and the 1933 Act Rules delivered by each party thereto, and Regulations. ii) In their opinion the financial statements copies thereof shall have been delivered to you. If any of the Fund audited by them and included conditions specified in the registration statement comply as to form this Section 6 shall not have been fulfilled in all material respects with the applicable accounting requirements when and as provided in this Agreement, or if any of the 1933 Act opinions, certificates and the 1933 Act Rules and Regulations. (e) All documents required to mentioned above or elsewhere in this Agreement shall not be delivered to the Placement Agent by the Fund on the Initial Closing Date, or any subsequent date, have been delivered in all material respects reasonably satisfactory in form and substance satisfactory to you, this Agreement and all the Placement Agent’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by you. Notice of such cancellation shall be given to the Placement Agent Company and its counselthe Trust in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Fund herein are, at and as of the time of effectiveness of the Registration Statement, true and correct in all material respects, to the condition that the Fund shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel. (b) The Placement Agent shall have received a certificate of the Fund, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that: i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein are true and correct, and the Fund has complied with all the agreements and satisfied all the conditions required to be performed or satisfied on its part at or prior to such date; ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional Information; and iii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth. (c) Husch Xxxxxxxxx Xxxxxxx Bxxxxxxxx Sxxxxxx LLP shall have furnished the Placement Agent with their written opinion, dated the Initial Closing Date, and each Subsequent Closing Date, in substantially the form attached hereto as Exhibit B. (d) McGladrey & XxxxxxPxxxxx, LLP shall have furnished to the Placement Agent a letter, dated the Initial Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that: i) They are independent registered public accountants with respect to the Fund within the meaning of the 1933 Act and the 1933 Act Rules and Regulations. ii) In their opinion the financial statements of the Fund audited by them and included in the registration statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Rules and Regulations. (e) All documents required to be delivered to the Placement Agent by the Fund on the Initial Closing Date, or any subsequent date, have been delivered in form and substance satisfactory to the Placement Agent and its counsel.

Conditions to the Obligations of the Placement Agent. The Placement ------------------------------------------------------- Agent's obligations to use its best efforts to procure subscription and payment for the Capital Securities and the Purchaser's obligations on the Closing Date shall be subject to the accuracy of the Placement Agent hereunder shall be subject, in its discretionrepresentations and warranties on the part of the Company and the Trust contained herein as of the date and time that this Agreement is executed (the "Execution Time") and the Closing Date, to the condition that all representations and warranties and other accuracy of the statements of the Fund herein are, at Company and as of the time of effectiveness of Trust made in any certificates pursuant to the Registration Statement, true and correct in all material respectsprovisions hereof, to the condition that performance by the Fund shall have performed in all material respects all Company and the Trust of its their obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Registration Statement Company shall have become effective, furnished to you and the Placement Agent shall have received notice thereof; no stop order suspending Purchaser the effectiveness opinion of Akerman, Senterfitt & Eidson, special counsel for the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by Company, datex xxx Xlosing Date, addxxxxxx to you, in substantially the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counselform set out in Annex A hereto. (b) The Placement Agent Company shall have furnished to you and the Purchaser the opinion of Akerman, Senterfitt & Eidson, special tax counsel for the Company, xxxxx the Closing Dxxx, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to 9 you and your counsel to the effect that for U.S. federal income tax purposes, the Subordinated Debt Securities will constitute indebtedness of the Company, in substantially the form set out in Annex B hereto. (c) You and the Purchaser shall have received the opinion of Morris, James, Hitchens & Williams LLP, special Delaware counsel for xxx Xxxxxxx anx xxx Xxust, xxxxx the Closing Date, addressed to you, in substantially the form set out in Annex C hereto. (d) You and the Purchaser shall have received the opinion of Morris, James, Hitchens & Williams LLP, counsel for the Guarxxxxx Xxxxxxe, xxx Xxxtitutxxxxx Xxustee, the Delaware Trustee and the Indenture Trustee, dated the Closing Date addressed to you, in substantially the form set out in Annex D hereto. (e) The Company shall have furnished to you a certificate of the FundCompany, signed by the President, a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that: (i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein Company and the Trust in this Agreement are true and correctcorrect in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Fund has Company and the Trust have complied with all the agreements and satisfied all the conditions required on either of their part to be performed or satisfied on its part at or prior to such date; ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional InformationClosing Date; and iii(ii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth. (c) Husch Xxxxxxxxx Xxxxxxx LLP shall have furnished the Placement Agent with their written opinion, dated the Initial Closing Date, and each Subsequent Closing Date, in substantially the form attached hereto as Exhibit B. (d) McGladrey & Xxxxxx, LLP shall have furnished to the Placement Agent a letter, dated the Initial Closing Date, in form and substance satisfactory most recent financial statements provided to the Placement Agent, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business. (f) Subsequent to the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect that:of which, is, in your judgment, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Capital Securities. i(g) They are independent registered public accountants with respect Prior to the Fund within Closing Date, the meaning Company and the Trust shall have furnished to you and to the Purchaser such further information, certificates and documents as you may reasonably request. (h) At the Closing Date, each of the 1933 Act Operative Documents shall have been duly authorized, executed and the 1933 Act Rules delivered by each party thereto, and Regulations. ii) In their opinion the financial statements copies thereof shall have been delivered to you. If any of the Fund audited by them and included conditions specified in the registration statement comply as to form this Section 6 shall not have been fulfilled in all material respects with the applicable accounting requirements when and as provided in this Agreement, or if any of the 1933 Act opinions, certificates and the 1933 Act Rules and Regulations. (e) All documents required to mentioned above or elsewhere in this Agreement shall not be delivered to the Placement Agent by the Fund on the Initial Closing Date, or any subsequent date, have been delivered in all material respects reasonably satisfactory in form and substance satisfactory to you, this Agreement and all the Placement Agent's obligations hereunder may be canceled at, or at any time prior to, the 10 Closing Date by you. Notice of such cancellation shall be given to the Placement Agent Company and its counselthe Trust in writing or by telephone or telegraph confirmed in writing.