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

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 representations 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 accuracy of the statements of the Company and the Trust made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Trust of their obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Closing Date, addressed to you, in substantially the form set out in Annex A hereto. (b) The Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇▇ 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 M▇▇▇▇▇ ▇▇▇▇▇ 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 M▇▇▇▇▇ ▇▇▇▇▇ 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 Company, signed by the President or a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the 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 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. (g) Prior to the Closing Date, the 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 Operative Documents shall have been duly authorized, executed and delivered by each party thereto, and copies thereof shall have been delivered to you. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance 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 Company and the Trust in writing or by telephone or telegraph confirmed in writing.

Conditions to the Obligations of the Placement Agent. The Placement ------------------------------------------------------- Agent’s 's obligations to use its best efforts to procure subscription and payment for the Debt Capital Securities and the Purchaser’s 's obligations on the Closing Date shall be subject to the accuracy of the representations 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 accuracy of the statements of the Company and the Trust made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Trust of their obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to you and the Purchaser the opinion of JonesAkerman, Walker, Waechter, Poitevent, Carrère Senterfitt & D▇▇▇▇▇▇ LLPEidson, special counsel for the Company, dated the Closing date▇ ▇▇▇ ▇losing Date, addressed add▇▇▇▇▇▇ to you, in substantially the form set out in Annex A hereto. (b) The Company shall have furnished to you and the Purchaser the opinion of JonesAkerman, Walker, Waechter, Poitevent, Carrère Senterfitt & D▇▇▇▇▇▇ LLPEidson, special tax counsel for the Company, dated ▇▇▇▇▇ the Closing DateD▇▇▇, 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 M▇▇Morris, James, Hitchens & Williams LLP, special Delaware counsel for ▇▇▇ ▇▇▇▇▇▇▇ LLPan▇ ▇▇▇ ▇▇ust, 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 MMorris, James, Hitchens & Williams LLP, counsel for the Guar▇▇▇▇▇ ▇▇▇▇▇▇e, ▇▇▇ LLP, counsel for the Guarantee Trustee, the Institutional Trustee▇▇▇titut▇▇▇▇▇ ▇▇ustee, 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 Company, signed by the President or President, a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the 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 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 Capital Securities. (g) Prior to the Closing Date, the 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 Operative Documents shall have been duly authorized, executed and delivered by each party thereto, and copies thereof shall have been delivered to you. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you, this Agreement and all the Placement Agent’s '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 Company and the Trust in writing or by telephone or telegraph confirmed in writing.

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 Capital Securities and the Purchaser’s obligations on the Closing Date shall be subject to the accuracy of the representations 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 accuracy of the statements of the Company and the Trust made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Trust of their obligations hereunder and to the following additional conditions: (a) The Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère ▇▇▇▇ & D▇▇▇▇▇▇ LLPProfessional Corporation, special counsel for the Company, dated the Closing Date, addressed to you, in substantially the form set out in Annex A hereto. (b) The Company shall have furnished to you and the Purchaser the opinion of Jones, Walker, Waechter, Poitevent, Carrère & D▇▇▇▇▇ ▇▇▇▇▇▇ 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 M▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 M▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 Company, signed by the President or Chief Executive Officer, a Vice President and by a Treasurer or Chief Financial Officer of the Company, dated the Closing Date, to the effect that: (i) the representations and warranties of the Company and the Trust in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the 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 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 Capital Securities. (g) Prior to the Closing Date, the 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 Operative Documents shall have been duly authorized, executed and delivered by each party thereto, and copies thereof shall have been delivered to you. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance 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 Company and the Trust in writing or by telephone or telegraph confirmed in writing.