Common use of Conditions to Purchase Clause in Contracts

Conditions to Purchase. Prior to such solicitation or purchase, as the case may be, other than a purchase by an Agent pursuant to a Terms Agreement: (i) there shall not have occurred any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and (ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the 1934 Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in subparagraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections 4(g), 8, 9, 10, 13, 14, 16 and 18 hereof shall survive any such termination and remain in full force and effect.

Conditions to Purchase. Prior to such solicitation or purchase, as the case may be, other than a purchase by an Agent pursuant to a Terms Agreement: (i) there shall not have occurred any change, change in the capital stock or long- term-debt of the Company or any of its subsidiaries or any change or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ ' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and (ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of Section 3(a)(62Rule 436(g) of under the 1934 Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph paragraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in subparagraphs paragraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections the covenant under Section 4(g)) hereof, 8the indemnity and contribution agreement set forth in Section 8 hereof, 9the provisions concerning payment of expenses under Section 9 hereof, 10the provisions concerning the representations, 13warranties and agreements to survive delivery of Section 10 hereof, 14, 16 Section 13 hereof and 18 the provisions set forth under "Parties" of Section 14 hereof shall survive any such termination and remain in full force and effect.

Conditions to Purchase. Prior to such solicitation or purchase, as the case may be, other than a purchase by an Agent pursuant to a Terms Agreement: (i) there shall not have occurred any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and (ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62Rule 436(g) of the 1934 Act1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph paragraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in subparagraphs paragraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections 4(g), 8, 9, 10, 13, 14, 16 and 18 hereof shall survive any such termination and remain in full force and effect.

Conditions to Purchase. Prior to such solicitation or purchase, as ---------------------- the case may be, other than a purchase by an Agent pursuant to a Terms Agreement: (i) there shall not have occurred any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ ' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and (ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of Section 3(a)(62Rule 436(g) of under the 1934 Act1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph paragraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in subparagraphs paragraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections the covenant under Section 4(g)) hereof, 8the indemnity and contribution agreement set forth in Section 8 hereof, 9the provisions concerning payment of expenses under Section 9 hereof, 10the provisions concerning the representations, 13warranties and agreements to survive delivery of Section 10 hereof, 14, 16 Section 13 hereof and 18 the provisions set forth under "Parties" of Section 14 hereof shall survive any such termination and remain in full force and effect.

Conditions to Purchase. Prior The obligation of each Purchaser to purchase a Note or Notes at the Closing is subject to the satisfaction of such solicitation of the following conditions as shall not have been expressly waived by such Purchaser: (a) the fact that, immediately before and after such purchase, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Issuer contained in this Agreement shall be true and correct on and as of the date of such purchase and before and after giving effect to the issuance and purchase of the Notes; (c) receipt by such Purchaser of a Note duly executed on behalf of the Issuer and dated the date of such purchase, substantially in the form of Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or purchaseExhibit A-3, as the case may be; (d) receipt by such Purchaser of an opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, other than counsel for the Issuer, substantially in the form of Exhibit B hereto; (e) receipt by such Purchaser of an opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Managing Counsel for the Issuer, substantially in the form of Exhibit C hereto; (f) receipt by such Purchaser of an opinion of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, special counsel for the Purchasers, substantially in the form of Exhibit D hereto; (g) receipt by such Purchaser of a certificate signed by the chief financial officer or the treasurer of the Issuer, to the effect set forth in clauses (a) and (b) of Section 3.01; (h) on the Closing Date, the purchase of Notes by an Agent such Purchaser shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof; and, if requested by any Purchaser, such Purchaser shall have received a Terms Agreement:certificate of the chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer or of any other officer of the Issuer whose responsibilities extend to the subject matter of such certificate, certifying as to such matters of fact (but in no event as to a legal conclusion with respect thereto) as such Purchaser may reasonably specify in a form to be provided by such Purchaser, to enable such Purchaser to determine whether such purchase is so permitted; (i) there without limiting the provisions of Section 8.03, the Issuer shall not have occurred any changepaid on or before the Closing Date the fees, or any development involving charges and disbursements of special counsel for the Purchasers referred to in paragraph (f) above to the extent reflected in a prospective change, in or affecting statement of such counsel rendered to the general affairs, management, financial position, shareholders’ equity or results of operations Issuer at least one Business Day prior to the Closing Date; (j) evidence satisfactory to such Purchaser of the Company receipt of Private Placement Numbers for each Series of the Notes from Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners); (k) the fact that the Issuer shall have issued and its subsidiariessold (i) $75,000,000 in aggregate principal amount of Series A Notes, otherwise than as set (ii) $75,000,000 in aggregate principal amount of Series B Notes and (iii) $20,000,000 in aggregate principal amount of Series C Notes hereunder (taking into account the Notes to be purchased by such Purchaser); (l) at least three Business Days prior to the Closing Date, such Purchaser shall have received written instructions executed by the chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer directing the manner of the payment of funds and setting forth or contemplated in (i) the Prospectusname and address of the transferee bank, as amended or supplemented at (ii) such transferee bank's ABA number, (iii) the time account name and number into which the purchase price for the Notes is to be deposited, and (iv) the name and telephone number of the account representative responsible for verifying receipt of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplementedfunds; and (iim) there shall not have occurred any downgrading in receipt by such Purchaser of all documents it or its special counsel may reasonably request relating to the rating of any debt securities existence of the Company by any “nationally recognized statistical rating organization” (as defined Issuer, the corporate authority for purposes of Section 3(a)(62) and the validity of the 1934 Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, Notes and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in subparagraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination other matters relevant hereto, all in form and substance satisfactory to special counsel for the Purchasers. The documents and opinions referred to in this Article III shall be without liability of any party delivered to any other party, except that Sections 4(g), 8, 9, 10, 13, 14, 16 each Purchaser no later than the Closing Date. The certificate and 18 hereof opinions referred to above shall survive any such termination and remain in full force and effectbe dated the Closing Date.

Conditions to Purchase. Prior to such solicitation or purchase, as the case may be, other than a purchase by an the Purchasing Agent pursuant to a Terms Agreement: (i) there shall not have occurred any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents Purchasing Agent after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable AgentsPurchasing Agent, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and (ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62Rule 436(g) of under the 1934 Act1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); except, in each case described in subparagraph paragraph (i) or (ii) above, as disclosed to the Agents Purchasing Agent in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made. The Company acknowledges that the Agents Purchasing Agent shall not have any duty or obligation to exercise the judgment described in subparagraphs paragraphs (i) and (ii) above on behalf of any purchaser of Notes other than the AgentsPurchasing Agent. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable AgentsPurchasing Agent, any applicable Terms Agreement) may be terminated by the Agents Purchasing Agent by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections the covenant under Section 4(g)) hereof, 8the indemnity and contribution agreement set forth in Section 8 hereof, 9the provisions concerning payment of expenses under Section 9 hereof, 10the provisions concerning the representations, 13warranties and agreements to survive delivery of Section 10 hereof, 14, 16 Section 13 hereof and 18 the provisions set forth under “Parties” of Section 14 hereof shall survive any such termination and remain in full force and effect.