TO AND ALLOW RELIANCE THEREON BY THE
LENDER AND ITS RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
3.1.6
PROCEEDINGS AND DOCUMENTS:
ALL CORPORATE AND OTHER PROCEEDINGS
AND ALL OTHER MATTERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL REGULATORY AND THIRD PARTY
APPROVALS), THE OTHER FUNDAMENTAL DOCUMENTS AND ALL OTHER DOCUMENTS INCIDENTAL
HERETO AND THERETO, INCLUDING ALL OPINIONS OF COUNSEL, SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE LENDER.
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3.1.7
FINANCIAL INFORMATION:
THE LENDER IS SATISFIED THAT THE FINANCIAL
DATA AND OTHER INFORMATION FURNISHED TO THE LENDER BY THE OBLIGOR IS ACCURATE
AND COMPLETE IN ALL MATERIAL RESPECTS AND FAIRLY PRESENTS IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION AND THE RESULTS OF OPERATIONS FOR THE PERIOD
INDICATED THEREIN.
3.1.8
LITIGATION:
THE LENDER IS SATISFIED THAT THERE ARE NO LEGAL OR
ARBITRAL PROCEEDINGS, OR ANY PROCEEDINGS BY OR BEFORE ANY GOVERNMENTAL OR
REGULATORY AUTHORITY OR AGENCY, NOW PENDING OR THREATENED AGAINST THE PARENT OR
THE OBLIGOR, THAT ARE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE
AGGREGATE) TO HAVE A MATERIAL ADVERSE EFFECT.
3.1.9
REGULATIONS AND POLICIES:
THERE HAVE BEEN NO MATERIAL CHANGES IN
GOVERNMENTAL REGULATION OR POLICY AFFECTING THE LENDER IN RESPECT OF THIS
AGREEMENT OR THE OBLIGOR.
3.1.10
CONSENTS AND APPROVALS:
THE OBLIGOR AND THE LENDER HAVE OBTAINED
ALL NECESSARY CONSENTS AND APPROVALS.
3.1.11
COLLATERAL REQUIREMENTS:
THE LENDER IS SATISFIED WITH THE
CUSTODIAN AGREEMENT, THE SECURITY AGREEMENT, SUBORDINATION OF CUSTODIAN LIENS
AND ANY OTHER RELEVANT DOCUMENTATION REQUIRED IN RESPECT OF COLLATERAL
REQUIREMENTS.
3.2
ADDITIONAL CONDITIONS PRECEDENT TO THE ISSUANCE OF LETTERS OF CREDIT
The obligations of the Lender to issue any Letter of Credit under this Agreement
on or after the Closing Date (including pursuant to sub-clause ‎2.1.1) are
subject to the further conditions precedent that, both immediately prior to the
issuance of such Letter of Credit and also after giving effect thereto:
3.2.1
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
3.2.2
THE REPRESENTATIONS AND WARRANTIES MADE BY THE OBLIGOR IN THIS
AGREEMENT AND EACH OF THE FUNDAMENTAL DOCUMENTS SHALL BE TRUE AND COMPLETE IN
ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF THE ISSUANCE OF SUCH LETTER OF
CREDIT WITH THE SAME FORCE AND EFFECT AS IF MADE ON AND AS OF SUCH DATE (OR, IF
ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF
A SPECIFIC DATE, AS OF SUCH SPECIFIC DATE);
3.2.3
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION, OPERATIONS, PROPERTIES, BUSINESS OR PROSPECTS OF THE PARENT (TAKEN AS
A WHOLE) OR THE OBLIGOR (TAKEN AS A WHOLE) SINCE THE DATE OF THIS AGREEMENT;
3.2.4
THE LENDER SHALL HAVE RECEIVED A REQUEST FOR A LETTER OF CREDIT AS
PROVIDED IN SUB-CLAUSE ‎2.1.2;
AND
3.2.5
THE LENDER SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO IT (I)
THAT THE ADJUSTED COLLATERAL VALUE REQUESTING THE ISSUANCE OF THE LETTER OF
CREDIT IS NOT LESS THAN THE
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SUM OF ALL AMOUNTS THEN OUTSTANDING WITH RESPECT TO LETTER OF CREDIT OBLIGATIONS
AND