An Officers. Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of the series of Notes, will not be in default under any of the terms or covenants contained in this Indenture, (ii) all conditions that must be met by the Company to issue Notes under this Indenture have been met, and (iii) if prior to the Release Date, the Related Series of Senior Note First Mortgage Bonds being delivered to the Trustee meets the requirements of Section 4.10 hereof.
An Officers. Certificate stating that the conditions and covenants of the Issuer contained in Section 11.2 have been complied with;
An Officers. Certificate stating that as of the time immediately after the effective date of any such transaction the covenants of the Company contained in this Section
11.1 have been complied with and the successor corporation is not in default under the provisions of the Indenture; and
An Officers. Certificate stating that the Company is not in default under this Indenture and that the issuance of the Securities and Coupons, if any, of the series will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Company's certificate of incorporation or by-laws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Company is a party or by which it may be bound or to which it may be subject; and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Securities and Coupons, if any, of the series have been complied with.
An Officers. Certificate from each Borrower as to authorized signatories of that Borrower for Notices of Borrowing, Notices of Conversion/Continuation, Requests of Issuance of Letters of Credit and Notices of Allocation; and
An Officers. Certificate stating that (A) the Company is the legal and beneficial owner of the Property specifically described in said Supplemental Pledge Agreement, free and clear of all Liens, except Permitted Collateral Liens; and (B) in the opinion of the Officers executing the Officers' Certificate, all conditions precedent provided for in this Pledge Agreement relating to the subjection of such property to the Lien of this Pledge Agreement have been complied with.
An Officers. Certificate stating that the Company is not in default under this Indenture and that the issuance of the Securities and Coupons, if any, of the series will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Company's Memorandum of Association and Articles of Association, or other comparable organizational documents, as applicable, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Company is a party or by which it may be bound or to which it may be subject; and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Securities and Coupons, if any, of the series have been complied with.
An Officers. Certificate from each Borrower (and in the case of Xxxx Japan, both New Xxxx Japan and RGS Japan) as to authorized signatories of that Borrower for Notices of Borrowing, Notices of Conversion/Continuation, Notices of Issuance of Letters of Credit and Notices of Allocation; and
An Officers. Certificate of the Issuer complying with the requirements of Section 11.01 and stating that:
(i) the Issuer is not in Default under this Indenture and the issuance of the Bonds will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer's Certificate of Trust or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with;
(ii) the Issuer is the owner of each Mortgage Loan, free and clear of any lien, security interest or charge, has not assigned any interest or participation in any such Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Mortgage Loan to the Indenture Trustee;
(iii) the information set forth in the Mortgage Loan Schedule attached as Schedule I to this Indenture is correct;
(iv) the Issuer has Granted to the Indenture Trustee all of its right, title and interest in each Mortgage Loan;
(v) as of the Closing Date, no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and
(vi) attached thereto are true and correct copies of letters signed by (i) Standard & Poor's that the Class A Bonds be rated "AAA," the Class M-1 Bonds be rated at least "AA" and the Class M-2 Bonds be rated at least "A," and (ii) Fitch that the Class A Bonds be rated "AAA," the Class M-1 Bonds be rated at least "AA," the Class M-2 Bonds be rated at least "A" and the Class M-3 Bonds be rated at least "BBB."
An Officers. Certificate stating that the Senior Debt Rating of the Company by Xxxxx'x is at least Baa3 and by S&P is at least BBB-.