Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied: (i) the Developer has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer has furnished the proposed final drafts pursuant to Section 7.06(a)(ii); (ii) the Developer has provided or caused to be provided to the Department: (A) proposed drafts, in substantially final form, of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close; (iii) the Developer has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model; (iv) the Developer has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments; (v) the Developer has provided the Department true and complete executed copies of the Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and reflecting the commitment of each Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project; (vi) if utilized, the PABs Issuer has issued the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, and the Developer has made a Financing Assignment with respect to the PABs meeting the requirements set forth in Section 7.07; (vii) the Developer has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the Developer’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the Developer’s representations and warranties set forth in Section 23.02; and (viii) the Department has received the following documents executed by the Developer and/or the Collateral Agent, as applicable: (A) Electronic Toll Collection Agreement substantially in the form attached as Exhibit K; (B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and (C) Direct Agreement, substantially in the form attached as Exhibit Q; (ix) the Department has received confirmation that the following executed documents remain in full effect: (A) Design-Build Contract in a form containing provisions that incorporate the required terms set forth in Exhibit E attached hereto; (B) Design-Build Performance Security in the form attached as Exhibit (C) Design-Build Work Guarantee in the form attached as Exhibit F-2. If the Developer has satisfied all conditions precedent (or the Department has waived any such conditions) identified in this Section 7.06(a), the Department will issue a certificate on the Financial Close Date confirming that all conditions precedent have been satisfied and will promptly execute each of the agreements listed in Section 7.06(a)(viii) to which it is a party.
Appears in 5 contracts
Samples: Comprehensive Agreement, Comprehensive Agreement, Comprehensive Agreement
Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied:satisfied:
(i) the Developer Concessionaire has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N O and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer Concessionaire has furnished the proposed final drafts pursuant to Section 7.06(a)(ii7.03(a)(ii);
(ii) the Developer Concessionaire has provided or caused to be provided to the Department:
Department: (A) proposed drafts, in substantially final form, drafts of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close;
(iii) the Developer Concessionaire has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model;
(iv) the Developer Concessionaire has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments;
(v) the Developer Concessionaire has provided the Department true and complete executed copies of the Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and reflecting the commitment of each Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project;
(vi) the Concessionaire has provided the Department evidence, satisfactory to the Department, that all conditions precedent required for Financial Close to the availability and utilization of Concessionaire Debt have been satisfied in full;
(vii) if utilized, the Concessionaire has caused the PABs Issuer has issued to issue the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, and the Developer has made a Financing Assignment with respect to the PABs meeting as described in the requirements set forth in Section 7.07Initial Project Financing Agreements;
(viiviii) the Developer Concessionaire has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the DeveloperConcessionaire’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the DeveloperConcessionaire’s representations and warranties set forth in Section 23.02; and
(viiiix) the Department has received the following documents executed by the Developer Concessionaire and/or the Collateral Agent, as applicable:applicable:
(A) Electronic Toll Collection Agreement substantially in the form attached as Exhibit K;
(B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and
(C) Direct Agreement, substantially in the form attached as Exhibit Q;R-
(ixx) the Department has received confirmation that copies of the following executed documents remain in full effectdocuments:
(A) Design-Build Contract substantially in a the form containing provisions that incorporate the required terms set forth in attached as Exhibit E attached heretoE; Exhibit F;
(B) Design-Build Performance Security Work Guarantee substantially in the form attached as Exhibit
(C) Design-Build Work Guarantee in the form attached as Exhibit F-2. If the Developer has satisfied all conditions precedent (or the Department has waived any such conditions) identified in this Section 7.06(a), the Department will issue a certificate on the Financial Close Date confirming that all conditions precedent have been satisfied and will promptly execute each Letter of the agreements listed in Section 7.06(a)(viii) to which it is a party.Credit;
Appears in 2 contracts
Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied:satisfied:
(i) the Developer has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer has furnished the proposed final drafts pursuant to Section 7.06(a)(ii);
(ii) the Developer has provided or caused to be provided to the Department:
Department: (A) proposed drafts, in substantially final form, drafts of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close;
(iii) the Developer has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model;
(iv) the Developer has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments;
(v) the Developer has provided the Department true and complete executed copies of the Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and reflecting the commitment of each Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project;
(vi) the Developer has provided the Department evidence, satisfactory to the Department, that all conditions precedent required for Financial Close to the availability and utilization of Developer Debt have been satisfied in full;
(vii) if utilized, the Developer has caused the PABs Issuer has issued to issue the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, and the Developer has made a Financing Assignment with respect to the PABs meeting the requirements set forth in Section 7.07;
(viiviii) the Developer has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the Developer’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the Developer’s representations and warranties set forth in Section 23.02; and
(viiiix) the Department has received the following documents executed by the Developer and/or the Collateral Agent, as applicable:applicable:
(A) Electronic Toll Collection Agreement substantially in the form attached as Exhibit K;
(B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and
(C) Direct Agreement, substantially in the form attached as Exhibit Q;
(ixx) the Department has received confirmation that the following executed documents remain in full effect:
(A) Design-Build Contract in a the form containing provisions that incorporate the required terms set forth in attached as Exhibit E attached heretoE;
(B) Design-Build Performance Security Letter of Credit in the form attached as ExhibitExhibit F-1: and
(C) Design-Build Work Guarantee in the form attached as Exhibit F-2. If the Developer has satisfied all conditions precedent (or the Department has waived any such conditions) identified in this Section 7.06(a), the Department will issue a certificate on the Financial Close Date confirming that all conditions precedent have been satisfied and will promptly execute each of the agreements listed in Section 7.06(a)(viii) to which it is a partysatisfied.
Appears in 1 contract
Samples: Comprehensive Agreement
Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied:
(i) the Developer has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer has furnished the proposed final drafts pursuant to Section 7.06(a)(ii);
(ii) the Developer has provided or caused to be provided to the Department:
(A) proposed drafts, in substantially final form, of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close;
(iii) the Developer has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model;
(iv) the Developer has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments;
(v) the Developer has provided the Department true and complete executed copies of the Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and reflecting the commitment of each Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project;
(vi) if utilized, the PABs Issuer has issued the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, and the Developer has made a Financing Assignment with respect to the PABs meeting the requirements set forth in Section 7.07;
(vii) the Developer has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the Developer’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the Developer’s representations and warranties set forth in Section 23.02; and
(viii) the Department has received the following documents executed by the Developer and/or the Collateral Agent, as applicable:
(A) Electronic Toll Collection Agreement substantially in the form attached as Exhibit K;
(B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and
(C) Direct Agreement, substantially in the form attached as Exhibit Q;
(ix) the Department has received confirmation that the following executed documents remain in full effect:
(A) Design-Build Contract in a the form containing provisions that incorporate the required terms set forth in attached as Exhibit E attached heretoE;
(B) Design-Build Performance Security in the form attached as Exhibit
(C) Design-Build Work Guarantee in the form attached as Exhibit F-2. If the Developer has satisfied all conditions precedent (or the Department has waived any such conditions) identified in this Section 7.06(a), the Department will issue a certificate on the Financial Close Date confirming that all conditions precedent have been satisfied and will promptly execute each of the agreements listed in Section 7.06(a)(viii) to which it is a party.
Appears in 1 contract
Samples: Comprehensive Agreement
Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied:satisfied:
(i) the Developer Concessionaire has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer Concessionaire has furnished the proposed final drafts pursuant to Section 7.06(a)(ii7.03(a)(ii);
(ii) the Developer Concessionaire has provided or caused to be provided to the Department:
Department: (A) proposed drafts, in substantially final form, drafts of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close;
(iii) the Developer Concessionaire has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model;
(iv) the Developer Concessionaire has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments;
(v) the Developer Concessionaire has provided the Department true and complete executed copies of the agreements executed by each Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and Member reflecting the commitment of each such Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project;
(vi) the Concessionaire has provided the Department evidence, satisfactory to the Department, that all conditions precedent required for Financial Close to the availability and utilization of Concessionaire Debt have been satisfied in full;
(vii) if utilized, the Concessionaire has caused the PABs Issuer has issued to issue the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, and the Developer has made a Financing Assignment with respect to the PABs meeting as described in the requirements set forth in Section 7.07Initial Project Financing Agreements;
(viiviii) the Developer Concessionaire has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the DeveloperConcessionaire’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the DeveloperConcessionaire’s representations and warranties set forth in Section 23.02; and;
(viiiix) the Concessionaire has delivered executed copies of the Equity Funding Agreements and Equity Letters of Credit;
(x) the Department has received the following documents executed by the Developer Concessionaire and/or the Collateral Agent, as applicable:applicable:
(A) Electronic Toll Collection Agreement Agreement, substantially in the form of Exhibit I;
(B) Violations Processing Services Agreement, substantially in the form attached as Exhibit K;
(B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and
(C) Direct Agreement, substantially in the form attached as Exhibit Q;N; and
(ixxi) the Department has received confirmation that copies of the following executed documents remain in full effectdocuments:
(A) Design-Build Contract in a form containing provisions that incorporate the required terms set forth in Exhibit E attached heretoContract;
(B) Design-Build Performance Security in the form attached as ExhibitWork Guarantee; and
(C) Design-Build Work Guarantee Letter of Credit, substantially in the form attached as Exhibit F-2. If G. Provided that the Developer Concessionaire has satisfied all conditions precedent (or the Department Department, in its sole discretion, has waived any such conditions) identified in this Section 7.06(a7.03(a), the Department will issue a certificate on the Financial Close Date confirming that all conditions precedent have been satisfied and will promptly execute each of the agreements listed in Section 7.06(a)(viii) to which it is a partysatisfied.
Appears in 1 contract
Samples: Comprehensive Agreement
Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied:satisfied:
(i) the Developer Concessionaire has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer Concessionaire has furnished the proposed final drafts pursuant to Section 7.06(a)(ii7.03(a)(ii);
(ii) the Developer Concessionaire has provided or caused to be provided to the Department:
Department: (A) proposed drafts, in substantially final form, drafts of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close;
(iii) the Developer Concessionaire has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model;
(iv) the Developer Concessionaire has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments;
(v) the Developer Concessionaire has provided the Department true and complete executed copies of the agreements executed by each Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and Member reflecting the commitment of each such Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project; EXECUTION VERSION – DECEMBER 5, 2011
(vi) the Concessionaire has provided the Department evidence, satisfactory to the Department, that all conditions precedent required for Financial Close to the availability and utilization of Concessionaire Debt have been satisfied in full;
(vivii) if utilized, the Concessionaire has caused the PABs Issuer has issued to issue the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, and the Developer has made a Financing Assignment with respect to the PABs meeting as described in the requirements set forth in Section 7.07Initial Project Financing Agreements;
(viiviii) the Developer Concessionaire has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the DeveloperConcessionaire’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the DeveloperConcessionaire’s representations and warranties set forth in Section 23.02; and;
(viiiix) the Concessionaire has delivered executed copies of the Equity Funding Agreements and Equity Letters of Credit;
(x) the Department has received the following documents executed by the Developer Concessionaire and/or the Collateral Agent, as applicable:applicable:
(A) Electronic Toll Collection Agreement Agreement, substantially in the form of Exhibit I;
(B) Violations Processing Services Agreement, substantially in the form attached as Exhibit K;
(B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and
(C) Direct Agreement, substantially in the form attached as Exhibit Q;N; and
(ixxi) the Department has received confirmation that copies of the following executed documents remain in full effectdocuments:
(A) Design-Build Contract in a form containing provisions that incorporate the required terms set forth in Exhibit E attached heretoContract;
(B) Design-Build Performance Security in the form attached as ExhibitWork Guarantee; and
(C) Design-Build Work Guarantee Letter of Credit, substantially in the form attached as Exhibit F-2. If G. Provided that the Developer Concessionaire has satisfied all conditions precedent (or the Department Department, in its sole discretion, has waived any such conditions) identified in this Section 7.06(a7.03(a), the Department will issue a certificate on the Financial Close Date confirming that all conditions precedent have been satisfied and will promptly execute each of the agreements listed in Section 7.06(a)(viii) to which it is a partysatisfied.
Appears in 1 contract
Samples: Comprehensive Agreement
Conditions for Financial Close. Except to the extent permitted in writing by the Department, Financial Close will only be achieved once all of the following conditions precedent are satisfied:satisfied:
(i) the Developer Concessionaire has provided the Department: (A) a list of and proposed initial drafts of the Initial Project Financing Agreements and Financing Assignments set forth in Exhibit N O and (B) a proposed initial draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such drafts to the Lenders and other parties to Financial Close for the Department’s review and comment, and has included the Department on all subsequent distributions of such drafts to the Lenders and other parties to Financial Close up and until the Developer Concessionaire has furnished the proposed final drafts pursuant to Section 7.06(a)(ii7.03(a)(ii);
(ii) the Developer Concessionaire has provided or caused to be provided to the Department:
Department: (A) proposed drafts, in substantially final form, drafts of the Initial Project Financing Agreements and Financing Assignments and (B) a proposed draft, in substantially final form, draft of the Base Case Financial Model reflecting any changes in financing from the Initial Base Case Financial Model, contemporaneously with the distribution of such substantially final drafts to the Lenders and other parties to Financial Close at least 10 Days prior to the scheduled Financial Close Date for the Department’s review and comment, and has included the Department on all subsequent distributions of such final drafts to the Lenders and other parties to Financial Close up and until Financial Close;
(iii) the Developer Concessionaire has provided the Department the Base Case Financial Model and an update of the audit report and opinion delivered pursuant to Section 23.02(m) for such Base Case Financial Model;
(iv) the Developer Concessionaire has provided the Department true and complete copies of the executed Initial Project Financing Agreements and Financing Assignments;
(v) the Developer Concessionaire has provided the Department true and complete executed copies of the Equity Funding Agreements and the Equity Funding Guaranties in an amount at least equal to the Equity Contribution Amount and reflecting the commitment of each Equity Member to provide the equity funds reflected in the Base Case Financial Model which are required for meeting its obligations related to the Project;
(vi) the Concessionaire has provided the Department evidence, satisfactory to the Department, that all conditions precedent required for Financial Close to the availability and utilization of Concessionaire Debt have been satisfied in full;
(vii) if utilized, the Concessionaire has caused the PABs Issuer has issued to issue the PABs as provided by and in accordance with the Initial Project Financing Agreements related thereto, 27 DMEAST #27287336 v26 and the Developer has made a Financing Assignment with respect to the PABs meeting as described in the requirements set forth in Section 7.07Initial Project Financing Agreements;
(viiviii) the Developer Concessionaire has delivered to the Department certificates, as may be reasonably requested by the Department, certifying as to the DeveloperConcessionaire’s compliance with the terms and conditions of this Agreement, the satisfaction of the conditions precedent to Financial Close, and the validity of the DeveloperConcessionaire’s representations and warranties set forth in Section 23.02; and
(viiiix) the Department has received the following documents executed by the Developer Concessionaire and/or the Collateral Agent, as applicable:applicable:
(A) Electronic Toll Collection Agreement substantially in the form attached as Exhibit K;
(B) Violation Processing Services Agreement substantially in the form attached as Exhibit L; and
(C) Direct Agreement, substantially in the form attached as Exhibit QR- 1;
(ixx) the Department has received confirmation that copies of the following executed documents remain in full effectdocuments:
(A) Design-Build Contract substantially in a the form containing provisions that incorporate the required terms set forth in attached as Exhibit E attached heretoE;
(B) Design-Build Performance Security Work Guarantee substantially in the form attached as ExhibitExhibit F;
(C) Design-Build Work Guarantee Letter of Credit;
(D) Shared Facilities Agreement substantially in the form attached as Exhibit F-2. If the Developer has satisfied all conditions precedent X;
(or E) Letter Agreement dated July 31, 2012 between CBE and the Department has waived any regarding the treatment of the Access Fee (as such conditionsterm is defined in the Shared Facilities Agreement) identified as Toll Revenue (as such term is defined in this Section 7.06(athe Capital Beltway Comprehensive Agreement);
(F) Indenture of Trust, dated as of July 1, 2012, between the Virginia Small Business Financing Authority and the Trustee;
(G) Loan Agreement, dated as of July 1, 2012, between the Virginia Small Business Financing Authority and the Concessionaire;
(H) Collateral Agency and Account Agreement, dated as of July 1, 2012, by and among the Concessionaire, the Department will issue a certificate on Trustee and the Financial Close Date confirming that all conditions precedent have been satisfied Collateral Agent;
(X) Security Agreement, dated as of July 1, 2012, between the Concessionaire and will promptly execute each the Collateral Agent;
(J) Transurban Membership Interest Pledge Agreement, dated as of July 1, 2012 between Transurban Drive USA LLC and the agreements listed in Section 7.06(a)(viiiCollateral Agent;
(K) to which it is a party.Fluor Membership Interest Pledge Agreement, dated as of July 1, 2012, between Fluor and the Collateral Agent; and
(L) the Equity Funding Agreements; and
Appears in 1 contract
Samples: Comprehensive Agreement
