Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied: (a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”): (i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks; (ii) the written opinion of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks; (iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks; (iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that: (1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and (2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party; (v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents; (vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor; (vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia; (viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant; (ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date); (x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date; (xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party; (xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party; (xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment; (xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request; (xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and (xvi) evidence of the termination of the insurance policies; (b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit; (c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and (d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 3 contracts
Samples: Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc)
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx XxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxxXxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 2 contracts
Samples: Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc)
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx & EnglishGrayRobinson, LLPP.A., bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxxXxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. (i) The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from on or before the Applicant, each Date of Issuance the following, in form and substance satisfactory to the Administrative Agent Bank and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(iA) certified copies of the Certificate of Limited Partnership and Partnership Agreement of the Guarantor, and Certificate of General Partnership and Partnership Agreement of the Partnership;
(B) certificates dated the Date of Issuance from the general partner of the Partnership and the Guarantor certifying the names and true signatures of the officers of the general partner of the Partnership and the Guarantor who are authorized to sign the Basic Documents and other documents to be delivered by the Partnership and Guarantor;
(C) copies of the resolutions adopted by the Partnership and the Guarantor authorizing the execution, delivery and performance of this Agreement, the Guaranty Agreement and the other Basic Documents to which either is a party, certified as of the Date of Issuance by an officer of the general partner of the Partnership and the Guarantor;
(D) a written favorable opinion dated the Date of Issuance of Messrs. Robexxxx, Xxdaxxxxx & Xtalxx, xxunsel for the Partnership, with respect to the enforceability against the Partnership of this Agreement and the other Basic Documents and such further matters as the Bank may request;
(E) a favorable opinion dated the Date of Issuance of Richxxx X. XxXxxxx, Xx., xxunsel for the Guarantor, with respect to the enforceability against the Guarantor of this Agreement, the Guaranty Agreement and the other Basic Documents and such further matters as the Bank may request;
(F) a favorable opinion of Messrs. Squire, Sandxxx & Dempxxx, Xxnd Counsel, with respect to compliance with the requirements of the Indenture and the Contract and such further matters as the Bank or the Trustee may request;
(G) the Guaranty Agreement, duly executed by the Guarantor and the Bank;
(H) an executed copy (or a duplicate thereof) of the Indenture, the Contract, the Mortgage, the Trustee Assignment of Mortgage, the Bank Assignment of Mortgage, the Mortgage Amendment, the Substitution Agreement, this Agreement and each of the documents required to be delivered by the Partnership or the Issuer in connection with the Original Letter of Credit or the Letter of Credit;
(I) evidence of the valid creation and perfection of the liens and security interests referred to in Section 4 hereof in favor of the Bank;
(J) satisfactory evidence of a title insurance policy (current ALTA Loan Policy form) covering the real property included in the Project, in form and substance satisfactory to the Bank, and subject only to permitted exceptions and other exceptions approved by the Bank;
(K) certificates of insurance effective as of the Date of Issuance against casualty and public liability in connection with the real and tangible personal property included in the Project, naming the Trustee and the Bank as loss payees and additional insureds, showing amounts of coverage and insurers satisfactory to the Bank; and
(L) such other documents, instruments, approvals (and, if requested by the Bank certified duplicates of executed copies thereof) or opinions as the Bank or its counsel may reasonably request.
(ii) The following statements shall be true and correct on the Date of counsel to Issuance, and the Applicant Bank shall have received a certificate signed by an officer of the general partner of the Partnership and the Guarantor dated the Closing Date and addressed to the Administrative Agentof Issuance, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1A) the representations and warranties contained in Article IV Section 5 (with respect to the Partnership) and Section 6 (with respect to the Guarantor) of this Agreement are true and correct in all material respects (except for such representations and warranties which of the Partnership and the Guarantor contained in the other Basic Documents are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date of Issuance as though made on and as of such date; and
(2B) no Default or Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit and no event has occurred and is continuing which would constitute any such Event of Default but for the requirement that notice be given or time elapse or both.
(iii) On the execution, delivery or performance Date of this Agreement or any Related Document to which Issuance the Applicant is a partyIndenture shall be in full force and effect;
(viv) evidence On the Date of the due authorization, execution and delivery by the parties thereto of the Related Documents;Issuance:
(viA) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the The issuance of the Letter of Credit for shall not subject the account Bank to any penalty or special tax and shall not be prohibited by any law, governmental order or regulation, and all necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person to or of any of the Applicant;
(ix) true transactions contemplated hereby shall have been obtained and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);effect; and
(xB) evidence that each of No change or prospective change in law or regulation, or any interpretation thereof by any court or administrative banking or governmental authority charged or claiming to be charged with the Applicant and administration thereof applicable to the Guarantor has received all consents and other approvals from creditorsBank, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are or the Bonds or change in full force and effect as circumstances affecting the market for tax exempt securities has occurred, which in the opinion of the Closing Date;
(xiBank, would have any effect described in Section 1(c) a certificate of or would increase the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds risk to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory Bank with respect to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations payments under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereundersecurity therefor.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. The As conditions precedent to the obligation of the Issuing Bank Xxxxxx to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
Credit, (a) the Administrative Agent and Company shall provide or cause to be provided to Xxxxxx on the Banks shall have received from the Applicant, each of the followingClosing Date, in form and substance satisfactory to the Administrative Agent Xxxxxx and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(i) a written opinion or opinions of Xxxxxx, Xxxx & Xxxxxxxx, counsel to the Applicant and the Guarantor Company, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the BanksDate;
(ii) the a written opinion of MxXxxxxx Xxxxxxx & EnglishXxxx, LLPP.A., bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the BanksDate;
(iii) the a written opinion of Xxxxxxx & Xxxx, P.A., counsel to the TrusteeIssuer, dated the Closing Date and addressed Date, with respect to the Administrative Agentdue organization of the Issuer, the Issuing Bank power of the Issuer to enter into the transactions contemplated by the Bond Documents, the due adoption of all proceedings of the governing body of the Issuer, and the Banksdue authorization, execution, delivery and enforceability of the Bond Documents to which the Issuer is a party;
(iv) a copy of the certificate signed of incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware;
(v) a Responsible Officer copy of the by-laws of the Company, certified by the Secretary or an Assistant Secretary of the Company;
(vi) certificates of good standing with respect to the corporate and tax status of the Company, certified as of a recent date by appropriate officials of the States of Delaware and South Carolina;
(vii) certified copies of all corporate action taken by the Company to authorize the execution, delivery and performance by the Company of this Agreement, the Pledge Agreement and each Bond Document to which the Company is a party, and such other corporate documents as Xxxxxx may reasonably request;
(viii) a certificate of a duly authorized officer of the Company as to the incumbency, and setting forth a specimen signature, of each Person who is to sign this Agreement, the Pledge Agreement and each Bond Document to which the Company is a party on behalf of the Applicant Company;
(ix) an incumbency certificate, executed by an authorized officer of the Issuer, which shall identify by name and title and bear the Guarantorsignature of the officials of the Issuer authorized to sign those Bond Documents to which the Issuer is a party and to effect the transactions under them; Xxxxxx shall be entitled to rely on such incumbency certificate until informed of any change in writing by the Issuer;
(x) a certificate of a duly authorized officer of the Company, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiersDate, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) stating, among other things, that no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, execution and delivery or performance of this Agreement, the Pledge Agreement or any Related Bond Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it Company is a party, and the issuance no event has occurred and is continuing which would constitute an Event of the Letter of Credit for the account of the ApplicantDefault or Potential Default;
(ixxi) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other governmental approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it Issuer to execute, deliver and perform enter into the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Bond Documents to which the it Issuer is a party;
(xii) certified copies evidence that the Remarketing Agent has acknowledged and accepted in writing its appointment as Remarketing Agent under the Indentures and its duties and obligations thereunder, together with a legal opinion of documents evidencing all necessary action taken by counsel to the Issuer to authorize the execution and delivery of the Related Documents to which it is a partyRemarketing Agent;
(xiii) evidence that the Issuer shall have duly executedTrustee has acknowledged and accepted in writing its appointment as Trustee under the Indentures and its duties and obligations thereunder, issued and delivered the Bonds together with a legal opinion of counsel to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against paymentTrustee;
(xiv) executed true and correct copies of this Agreement the Bond Documents and each all other documents furnished in connection with the issuance and delivery of the Related Bonds;
(xv) the following documents executed and delivered on behalf of the parties thereto:
(A) Fourth Amendment, Acknowledgement and Consent to Amended and Restated Credit Agreement,
(B) Pledge Agreement, and
(C) Second Amendment to Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing;
(xvi) evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Company in such forms and in such places as Xxxxxx shall require;
(xvii) written acknowledgment and acceptance by the Trustee of the security interest granted to Xxxxxx pursuant to Section 2.13 hereof;
(xviii) any other items required as a condition precedent under the terms of the Bond Documents to the closing of the transaction contemplated by the Bond Documents;
(other than xix) an endorsement to Chicago Title Insurance Company Loan Policy Number 9206901-61-2077 NBU; and
(xx) the Letter receipt of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent Xxxxxx or Agent’s Counsel its counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing (a) Bank to will issue the Letter of Credit shall not become effective until upon the date on which each request of Borrower in accordance with Section 2.01 and subject to fulfillment of the following conditions is satisfied:set forth in subsections (b), (c) and (d) below.
(ab) the Administrative Agent Except as otherwise indicated and the Banks unless waived by Bank in its sole discretion, Bank shall have received from on or before the ApplicantDate of Issuance the following, each addressed to Bank and dated on or as of the followingsuch date, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):Bank:
(i) Copies of (a) Articles of Incorporation and Bylaws for Borrower certified by the corporate secretary of Borrower as a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifierscopy, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is together with a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified existence issued by the Secretary of State of the state State of New Jersey Washington dated within thirty (30) days of the Date of Issuance; (b) borrowing resolutions adopted by Borrower's Board of Directors and certified by Borrower's corporate secretary and incumbency certificates executed by Borrower's corporate secretary; and (yc) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body copies of each of the Applicant and foregoing documents as amended to the Guarantor and all other necessary corporate approvals, if any, certified as Date of Issuance.
(ii) Evidence satisfactory to Bank of the Closing Date adoption by the Secretary or Assistant Secretary Borrower of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the each Related Documents Document to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it Borrower is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date)this Agreement;
(xiii) evidence that each A written opinion of bond counsel in form and substance satisfactory to Bank and covering such matters relating to the Applicant transactions contemplated by this Agreement and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize as Bank may reasonably request, including without limitation, an opinion identifying the Applicant to obtain the issuance of the Letter of Credit and Project Costs that all such approvals are in full force and effect as of the Closing Datehave been approved for financing with Bond proceeds;
(xiiv) a An opinion of independent counsel selected by Borrower (subject to Bank's reasonable approval) in form and substance satisfactory to Bank and covering such matters relating to the transactions contemplated by this Agreement and the Related Documents as Bank may reasonably request. Borrower hereby requests and instructs its independent counsel to issue such an opinion;
(v) A certificate of the Secretary or Assistant Secretary corporate secretary of each of Borrower certifying (a) the Applicant and the Guarantor certifying the names name and true signatures signature of the officers of the Applicant or the Guarantor, as applicable, Borrower authorized to sign enter into and execute this Agreement and the Related Documents on behalf of Borrower; (b) that the documents delivered pursuant to Section 5.01(b)(i) have not been amended or canceled since the date of certification thereunder; and (c) the certificate described in paragraph (c) below;
(vi) The amounts specified to be paid on the Date of Issuance pursuant to Section 4.01, Section 4.02 and Section 7.04, establishment of the account contemplated by Section 7.01(Y) and proof of insurance required hereunder or under any Related Documents;
(vii) Duly executed originals in form and substance satisfactory to Bank of this Agreement and each Related Document in favor of or to which the it Bank is a party;
(xiiviii) certified copies Recordation with the Auditor of documents evidencing all necessary action taken by the Issuer to authorize the execution King and delivery Skagit Counties, Washington, of the Related Documents duly executed original Deed of Trust and Assignment of Leases and filing with the Department of Licensing of appropriate UCC financing statement(s) providing record notice, among other things, of Bank's security interest in the Property; receipt by Bank of an ALTA extended coverage mortgagee's policy of title insurance (Form B-1970 with 1984 revisions), issued by a title insurance company satisfactory to which it is a partyBank and in favor of Bank as the insured with liability in the Stated Amount showing: title to the Property vested in fee in Borrower, insuring the first lien priority of the Deed of Trust subject only to the Liens approved in writing by Bank, and containing such endorsements as are requested by Bank;
(xiiiix) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., Application for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(x) Copies of all agreements (including but not limited to each Related Document) and documents, articles of incorporation and bylaws of Borrower, including records of corporate proceedings, governmental approvals and incumbency certificates executed in connection with the transactions contemplated by this Agreement and the Related Documents, all certified to the extent requested by Bank;
(xi) MAI appraisals for the Project and all Property in form, substance and amount satisfactory to Bank;
(xii) Financial statements including balance sheets, profit and loss statements and cash flow projections of Borrower in form and substance satisfactory to Bank;
(xiii) Environmental Questionnaire and Phase I environmental reports on the Project and Property satisfactory to Bank;
(xiv) ADA Questionnaire and Disclosure Statement and ADA Certificate of Compliance for the Project and the Property satisfactory to Bank;
(xv) A certificate by an architect or other person or entity acceptable to Bank confirming that the Project complies with all applicable building codes and zoning ordinances and all other applicable federal and state laws, rules, regulations, codes and orders;
(xvi) [intentionally deleted]
(xvii) Evidence acceptable to Bank that all utility services necessary for the uninterrupted and orderly operation of the Project and the Property are available and that all connections have been made to abutting public water, sewer, storm drains, gas and electrical facilities;
(xviii) Evidence acceptable to Bank that the Project and the Property is accessible via completed, dedicated streets which have been accepted for public maintenance and use by the appropriate government agencies or that an easement creating a perpetual right of public access to a publicly dedicated street, road or highway is in effect;
(xix) If requested by Bank, an ALTA survey for the Property certified to and satisfactory to Bank and the title insurance company insuring the Deed of Trust;
(xx) Budget for the Project satisfactory to Bank;
(xxi) Plans and Specifications for the Project satisfactory to Bank and approved by all necessary Governmental Bodies including, without limitation, a copy of the building permit;
(xxii) All licenses, permits and approvals necessary to construct the Project from all governmental authorities with jurisdiction over the Project;
(xxiii) Each of the documents required to be delivered to the placement agent pursuant to the Placement Agent Agreement between Borrower and the placement agent regarding the Bonds, and in the case of opinions of counsel therein required (other than Bank counsel opinions, any preference opinion and any opinion which the placement agent's counsel delivers solely to the placement agent) such opinions shall be addressed or confirmed to Bank; and
(xxiv) Estoppel certificate and agreement with the Port of Skagit County regarding the Lease.
(xxv) Such other documents, interpretations, instruments, approvals or opinions as Bank or its counsel may reasonably request.
(c) all legal requirements provided herein incident The representations and warranties of Borrower contained in Section 6.01 hereof and in each Related Document shall be correct, accurate and complete on and as of the Date of Issuance as though made on and as of such date; no Event of Default and no condition or event which, with the giving of notice or lapse of time or both, would become such an Event of Default, shall have occurred and be continuing on the Date of Issuance; and that there has been no material adverse change in Borrower's financial condition subsequent to the executionfinancial statements delivered by Borrower to Bank and Bank shall have received a certificate signed by corporate secretary or other authorized officer of Borrower, delivery dated the Date of Issuance, to that effect. As used in this paragraph, "Date of Issuance" shall include any date the Letter of Credit is amended or a substitute letter of credit is issued.
(d) On or before the Date of Issuance:
(i) all conditions precedent to the issuance of the Bonds shall have occurred; and
(ii) Borrower (and performance of all other parties, as appropriate) shall have duly executed this Agreement, the Related Documents and the transactions contemplated therebyall other documents or instruments referred to, shall be reasonably satisfactory required by or related to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunderaforesaid.
Appears in 1 contract
Samples: Reimbursement Agreement (Lindal Cedar Homes Inc /De/)
Conditions Precedent to Issuance of Letter of Credit. The As conditions precedent to the obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and Company shall provide to the Banks shall have received from Bank on or before the Applicant, each Date of the followingIssuance, in form and substance satisfactory to the Administrative Agent Bank and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor Company dated the Closing Date of Issuance, in form and addressed substance satisfactory to the Administrative Agent, the Issuing Bank and the BanksBank's counsel;
(ii) the written opinion or opinions of MxXxxxxx McCaxx, Xxrkxxxxx & English, LLPHortxx X.X.P., bond counsel, dated the Closing Date of Issuance, in form and addressed substance satisfactory to the Administrative Agent, the Issuing Bank and the BanksBank's counsel;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each an authorized officer of the Applicant and the GuarantorCompany, dated the Closing Date of Issuance and stating that:
: (1) the 1)the representations and warranties of the Company contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date of Issuance as though made on such date; and
and (2) no Event 2)none of Default or the Events of Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
this Agreement, and no event has occurred and is continuing which would constitute an Event of Default or a Potential Default; (vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a iv)a copy of resolutions of the board of directors (or similar governing body of each a committee thereof) of the Applicant and the Guarantor and all other necessary corporate approvals, if any, Company certified as of the Closing Date of Issuance by the Secretary or an Assistant Secretary of the Applicant or Guarantor, as applicableCompany, authorizing, among other things, the execution, delivery and performance by the Applicant or Company of this Agreement and authorizing the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant Company to obtain the issuance of the Letter of Credit Credit; (which Governmental Approvals and other approvals shall be in full force and effect as v)certified copies of the Closing Date);
Company's by-laws and articles of incorporation; (x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a vi)a certificate of the Secretary or any Assistant Secretary of each of the Applicant and the Guarantor Company certifying the names name and true signatures of the officers of the Applicant or the Guarantor, as applicable, Company authorized to sign the Related Documents to which the it is a partythis Agreement;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Samples: Letter of Credit Agreement (Central Power & Light Co /Tx/)
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
: (a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx XxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxxXxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. (i) The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from on or before the Applicant, each Date of the followingIssuance, in form and substance satisfactory to the Administrative Agent Bank and its legal counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):the following:
(ia) a written opinion copies of the Certificate or opinions Articles of counsel to Incorporation certified by the Applicant State of incorporation and copies of the By-laws of the Borrower certified by the Secretary of State of the applicable jurisdiction and the Guarantor dated secretary or assistant secretary of the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the BanksBorrower;
(iib) certified copies of the written opinion resolutions of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date Board of Directors of the Borrower evidencing corporate authorization for the execution and addressed to the Administrative Agent, the Issuing Bank delivery of this Agreement and the Banksother Documents to which the Borrower is a party;
(iiic) incumbency certificates as to the authority and signature of the person(s) signing this Agreement and the other Documents to which the Borrower is a party on behalf of the Borrower;
(d) true and correct copies of all governmental approvals, if any, necessary for the Borrower to enter into this Agreement and the transactions contemplated hereby, together with certified copies of all approvals, authorizations, or consents of or notices or registrations with, any governmental body or agency required for the Borrower to enter into this Agreement and the transactions and consequences contemplated hereby and thereby, as the case may be;
(e) the written legal opinion of counsel to the TrusteeBorrower, dated which shall be substantially in the Closing Date and addressed form of Exhibit B to the Administrative Agent, the Issuing Bank and the Banksthis Agreement;
(f) accurate and complete executed copies of the Indenture, the Loan Agreement, the Remarketing Agreement, a specimen Bond and all other documents and agreements furnished in connection with the closing of the sale of the Bonds;
(g) accurate and complete executed copies of this Agreement, the Mortgage, the Environmental Agreement, the Assignment of Rents and Form UCC-1 Financing Statements;
(h) an ALTA Loan Policy-1992 title policy issued by Chicago Title Insurance Company naming the Borrower as the fee owner of the property subject to the Mortgage and insuring the Bank in the amount of Two Million Six Hundred Thousand and 00/100 Dollars ($2,600,000.00) as the holder of a valid and existing first and prior mortgage lien as to the Mortgage, with extended coverage, and subject only to those exceptions and exclusions as are acceptable to the Bank and with the following title endorsements:
(i) Zoning 3.1; (ii) Comprehensive l; (iii) letter of credit; (iv) location no. 1; (v) survey; (vi) access; (vii) contiguity, if applicable; (viii) usury, if available; (ix) creditor's rights, if available; and (iv) such other special endorsements as the Bank may require;
(i) an environmental assessment report in form and substance satisfactory to the Bank from an experienced environmental consulting firm satisfactory to the Bank. The report shall be certified by a supervising professional registered engineer or certified professional geologist. The report shall, among other things, (i) contain a detailed history of the prior ownership and uses of the Project site and surrounding properties within a one-half mile radius of the Project site, including copies or summaries of hazardous and solid waste reporting documents on file at the applicable regulatory agencies for present and past storage and disposal at each site investigated, (ii) contain reports of investigations of federal, state and local environmental agencies, CERCLIS lists, National Priorities' Lists, the registrations of underground storage tanks, landfills and wetlands designations, all with respect to the Project site and surrounding properties within a one-half mile radius of the Project site, and (iii) indicate in the professional judgment of such consultant, that the Project site and surrounding properties are free of Environmental Claims and are in compliance with all applicable Environmental Laws. The report shall contain recommendations of what further study, if any, may be necessary to define the extent of any contamination or noncompliance found or suspected to exist at the Project site, the Project, or surrounding properties;
(j) a complete and current spotted plat of survey of the Project site certified to the Bank and Chicago Title Insurance Company and prepared in accordance with the Minimum Standard Detail Requirements of the American Land Title Association by an independent surveyor satisfactory to the Bank, showing thereon: (i) the location of the perimeter of the Project site by courses and distances; (ii) the location of all improvements, rights of way, encroachments, and visible or recorded utilities and sewers (delineating, if possible, their course to the point of connection with the public system); and (iii) the location of the lines of the streets abutting the Project site and the width thereof; and whether the Project site is located in a designated flood hazard area;
(k) a certificate signed by a Responsible Officer of each an executive officer of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) Borrower certifying on and as behalf of the Closing Date as though made on such date; and
Borrower that (2i) no Event of Default or Default has shall have occurred and is continuing, be continuing under this Agreement or would result from the issuance of the Letter of Credit Credit, and no event has occurred and is continuing which would constitute any such Event of Default but for the requirement that notice be given or time elapse or both, (ii) the executionrepresentations and warranties of the Borrower contained in this Agreement shall be true and correct as of the Date of Issuance, and (iii) all conditions precedent to the issuance, sale and delivery or performance of the Bonds and the effectiveness of this Agreement or any Related Document to which the Applicant is a partyshall have occurred;
(vl) evidence of a Good Standing Certificate for the due authorization, execution and delivery Borrower issued by the parties thereto Secretaries of State of both Delaware and Missouri as of a date not more than three days prior to the Related DocumentsDate of Issuance;
(vim) certified copies a legal opinion of Bryan, Cave, XxXxxxxxxx & XxXxxxxxx, as Bond counsel, relating to the validity and tax exempt status of the articles of incorporation and by-laws of each Bonds dated as of the Applicant and the GuarantorDate of Issuance;
(viin) a good standing certificate of (x) such other approvals, opinions or documents as the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of GeorgiaBank may reasonably request;
(viiio) a copy of resolutions UCC, Tax Lien, Bankruptcy and Judgment searches of the board Borrower, which shall be satisfactory to the Bank;
(p) payment in to the Bank in respect of directors or similar governing body the letter of credit fee required pursuant to Section 2.2(a)(i); and
(q) Lender's Loss Payable Endorsement in favor of Bank for each insurance policy of Borrower naming Bank as loss payee and additional insured.
(ii) The statements set forth in Section 3.2(k) above shall be true and correct on the Date of Issuance and upon the date of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of draw under the Letter of Credit for the account of the Applicant;Credit.
(ixiii) true On and correct copies before the Date of all Governmental Approvals and other third-party approvalsIssuance, if any, necessary for each of the Applicant and the Guarantor Indenture shall continue to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as and no default or event of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer default thereunder shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunderoccurred thereunder.
Appears in 1 contract
Samples: Reimbursement Agreement (Kv Pharmaceutical Co /De/)
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit on the Issuance Date shall not become effective until be subject to the date on which fulfillment of each of the following conditions is satisfiedprecedent to the satisfaction of the Bank:
(ai) the Administrative Agent and the Banks The Bank shall have received from on or before the Applicant, each of Issuance Date the following, each dated such date, each in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):Bank:
(iA) a written the opinion or opinions of Xxxxxxx & XxXxxx, P.A., special counsel to the Applicant Company, substantially in the form of Exhibit C attached hereto;
(B) the opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, bond counsel, substantially in the form of Exhibit D attached hereto;
(C) the opinion of White & Case, special New York and California counsel to the Bank, substantially in the form of Exhibit E attached hereto;
(D) copies of the resolutions of the Board of Directors authorizing the execution, delivery and performance by the Company of this Agreement and the Guarantor dated Related Documents to which the Closing Date and addressed Company is a party, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are all of the resolutions of the Board of Directors relating to the Administrative Agentexecution, delivery and performance by the Issuing Bank Company of this Agreement and the BanksRelated Documents to which the Company is a party and that such resolutions are in full force and effect on the Issuance Date);
(E) certified copies of all approvals, authorizations, or consents of, or notices to or registrations with, any Governmental Authority required for the Company to enter into this Agreement and the Related Documents to which it is a party;
(F) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Company pursuant hereto, upon which certificate the Bank may conclusively rely until it shall have received a further certificate of the Secretary or an Assistant Secretary of the Company cancelling or amending such prior certificate;
(G) a certificate of the Trustee as to the authority, incumbency and specimen signatures of officers of the Trustee authorized to execute and present certificates under the Letter of Credit and to otherwise communicate with the Bank regarding the Letter of Credit, upon which certificate the Bank may conclusively rely until it shall have received a further certificate of the Trustee cancelling or amending such prior certificate;
(H) executed counterparts of this Agreement and the Pledge Agreement and executed copies (or duplicates thereof) of each other Related Document, each of which shall be in form and substance satisfactory to the Bank (and in the case of copies, each of which shall be certified by the Company as being a true and correct copy of such other Related Document);
(I) a copy of the Official Statement certified by the Company as being a true and correct copy thereof; and
(J) such other documents, instruments, approvals (and, if requested by the Bank, certified duplicates of executed copies thereof) or opinions as the Bank may reasonably request.
(ii) On the written opinion of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;Issuance Date,
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1A) the representations and warranties contained in Article IV Section 15 of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties each of the Related Documents shall be true and correct in all respects) on and as of the Closing Issuance Date as though made on such date; and, and the Bank shall have received a certificate signed by an Authorized Officer of the Company, dated the Issuance Date, to that effect;
(2B) no Default or Event of Default or Default has shall have occurred and is be continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents, and the Bank shall have received a certificate signed by an Authorized Officer of the Company, dated the Issuance Date, to that effect;
(viC) certified copies Since the date of the articles audited financial statements described in clause (g) of incorporation and by-laws of each Section 15, except as disclosed in the Disclosure Documents, there shall have been no change in the financial condition, operations, assets, business or properties of the Applicant Company and the Guarantorits Designated Subsidiaries that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(vii) a good standing certificate of (xD) the Applicant certified Issuer shall have executed and issued the Bonds, and the Trustee shall have authenticated and delivered the Bonds to the Underwriters; and
(E) the Company shall have executed and issued the 1997 First Mortgage Bonds, and the First Mortgage Bond Trustee shall have authenticated and issued the 1997 First Mortgage Bonds to the Trustee to be held by it pursuant to the Secretary of State terms of the state Ordinance.
(iii) The following statements shall be true and correct on the Issuance Date, and the Bank shall have received a certificate signed by a duly authorized officer of New Jersey and the Issuer, dated the Issuance Date, stating that:
(yA) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of Issuer shall have duly adopted resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, authorizing the execution, delivery and performance by the Applicant or Issuer of the Guarantor, as applicable, Bonds and each of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it Issuer is a party and certified copies of such resolutions shall have been delivered to authorize the Applicant Bank;
(B) the Issuer shall have duly authorized and executed the Ordinance, and the Ordinance shall be in full force and effect (assuming the due execution and delivery thereof by the other parties thereto); and
(C) the Issuer shall have duly authorized, signed and delivered the Bonds to obtain the issuance of Trustee for authentication and delivery pursuant to the Letter of Credit Ordinance.
(which Governmental Approvals iv) The Trustee shall have duly authorized and other approvals executed the Ordinance, and the Ordinance shall be in full force and effect as of the Closing Issuance Date);, and the Bank shall have received a certificate signed by a duly authorized officer of the Trustee, dated the Issuance Date, as to such due authorization.
(xv) evidence that each of The First Mortgage Bond Trustee shall have duly authorized and executed the Applicant Supplemental First Mortgage Bond Indenture, and the Guarantor has received First Mortgage Bond Indenture, as supplemented by all consents and other approvals from creditorsindentures supplemental thereto (including the Supplemental First Mortgage Bond Indenture), if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are shall be in full force and effect as of the Closing Date;
Issuance Date (xi) a certificate of assuming the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantordue authorization, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery by the Company of the Related Documents to which it is a party;
First Mortgage Bond Indenture and each indenture supplemental thereto (xiii) evidence that including the Issuer shall have duly executedSupplemental First Mortgage Bond Indenture)), issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received a certificate signed by a duly authorized officer of the First Mortgage Bond Trustee, dated the Issuance Date, certifying, to the knowledge of such officer, to that effect.
(vi) The Bank shall have received payment of all fees fees, costs and expenses due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 8 and pursuant Section 28, including reasonable fees and disbursements of counsel to the Fee Letter Bank (including allocated costs of in-house counsel and all other amounts due and payable on or prior to the Closing Datedisbursements of in-house counsel), including, to the extent if then invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Samples: Reimbursement Agreement (Public Service Co of New Mexico)
Conditions Precedent to Issuance of Letter of Credit. The As conditions precedent to the obligation of the Issuing Bank Sumitomo to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
Credit, (a) the Administrative Agent and Company shall provide or cause to be provided to Sumitomo on the Banks shall have received from the Applicant, each of the followingClosing Date, in form and substance satisfactory to the Administrative Agent Sumitomo and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(i) a written opinion or opinions of Xxxx, Forward, Xxxxxxxx & Scripps LLP, counsel to the Applicant and the Guarantor Company, dated the Closing Date and addressed to Date, substantially in the Administrative Agent, the Issuing Bank and the Banksform attached as Exhibit E;
(ii) the written opinion of MxXxxxxx & English, LLPXxxxx Xxxx, bond counsel, dated the Closing Date Date, in form and addressed substance satisfactory to the Administrative Agent, the Issuing Bank and the BanksSumitomo's counsel;
(iii) the a written opinion of counsel to the Trusteeissuer, dated the Closing Date and addressed Date, with respect to the Administrative Agentdue organization of the Issuer, the Issuing Bank power of the Issuer to enter into the transactions contemplated by the Bond Documents, the due adoption of all proceedings of the Issuer and the Banksdue authorization, execution, delivery and enforceability of the Bond Documents to which the Issuer is a party, in form and substance satisfactory to Sumitomo's counsel;
(iv) a certificate of good standing of the Company and a certified copy of its Certificate of Incorporation, both certified on or within sixty (60) days prior to the date of execution of this Reimbursement Agreement by the Secretary of State of Delaware and a certificate of an Authorized Officer of the Company stating that no changes have been made in the Certificate of Incorporation or good standing of the Company since such date;
(v) a certificate of good standing of the Company, certified on or within sixty (60) days prior to the date of execution of this Reimbursement Agreement by the Secretary of the State of California and a certificate of an Authorized Officer or the Company stating that no changes have been made in the good standing of the Company since such date;
(vi) copies, certified on the date of execution hereof by an Authorized Officer of the Company, of its by-laws and resolutions authorizing the execution of the Related Documents to which the Company is a party, upon which Sumitomo shall be entitled to rely until informed of any change in writing by the Company;
(vii) an incumbency certificate, executed by an Authorized Officer of the Company, which shall identify by name and title and bear the signatures of the Authorized Officers of the Company authorized to sign this Reimbursement Agreement and those Related Documents to which the Company is a party and to effect the transactions under them, upon which Sumitomo shall be entitled to rely until informed of any change in writing by the Company;
(viii) copies, certified on the date of execution hereof by an Authorized Officer of the Issuer, of the resolutions of the Issuer authorizing the issuance of the Bonds and any other resolutions of the Issuer authorizing the execution of those Bond Documents to which the Issuer is a party, upon which Sumitomo shall be entitled to rely until informed of any change in writing by the Issuer;
(ix) an incumbency certificate, executed by an Authorized Officer of the Issuer, which shall identify by name and title and bear the signatures of the Authorized Officers of the Issuer authorized to sign those Bond Documents to which the Issuer is a party and to effect the transactions under them, upon which Sumitomo shall be entitled to rely until informed of any change in writing by the Issuer;
(x) a certificate signed by a Responsible an Authorized Officer of each of the Applicant and the GuarantorCompany, dated the Closing Date and stating that:
(1a) the representations and warranties contained in Article IV III of this Reimbursement Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2b) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, execution and delivery or performance of this Reimbursement Agreement or any Related Bond Document or Credit Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it Company is a party, and the issuance of the Letter of Credit for the account of the Applicantno event has occurred and is continuing which constitutes a Potential Default;
(ixxi) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other governmental approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it Issuer to execute, deliver and perform enter into the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Bond Documents to which the it Issuer is a party;
(xii) certified copies of documents evidencing all necessary action taken by evidence that the Issuer to authorize Remarketing Agent has acknowledged and accepted in writing its appointment as Remarketing Agent under the execution Indenture and delivery of the Related Documents to which it is a partyits duties and obligations thereunder;
(xiii) evidence that the Issuer shall have duly executed, issued receipt of the facility fee payable pursuant to Section 2.2(a) hereof and delivered all reasonable costs (including the Bonds to fees and disbursements of Sumitomo's special and Japanese counsel) associated with the Trustee transactions contemplated by this Reimbursement Agreement in lawful money of the United States of America in freely transferable and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against paymentimmediately available funds;
(xiv) executed true and correct copies of this Agreement the Bond Documents and each all other documents furnished in connection with the issuance and delivery of the Related Bonds;
(xv) the Credit Documents (other than the Letter of Credit Credit) executed and delivered on behalf of the Bondsparties thereto;
(xvi) evidence satisfactory to Sumitomo and its special counsel that the insurance policies required by Section 4. 1 (d) hereof are in fun force and effect on the Closing Date;
(xvii) evidence of filing or simultaneous filing of completed Uniform Commercial Code financing statements from the Company in such forms and in such places as Sumitomo shall require; and
(xviii) the receipt of such other documents, certificates and opinions as the Administrative Agent Sumitomo or Agent’s Counsel its special counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(ba) no law, regulation, ruling or other action of the United States any government, foreign or the State of New York domestic, or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank Sumitomo from fulfilling its obligations under this Agreement or the Letter of Credit;Reimbursement Agreement; and
(cb) all legal requirements provided herein incident to the execution, delivery and performance of this Reimbursement Agreement and the Related Documents and the transactions contemplated hereby and thereby, shall be reasonably satisfactory to the Administrative Agent Sumitomo and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunderits counsel.
Appears in 1 contract
Samples: Reimbursement Agreement (Advanced Aerodynamics & Structures Inc/)
Conditions Precedent to Issuance of Letter of Credit. The obligation It was a condition precedent to the issuance by the Bank of the Issuing Bank to issue the its Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:that
(ai) the Administrative Agent and the Banks Bank shall have received from on or before the Applicant, each Date of Issuance the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):Bank:
(iA) a written opinion copy of the Bond Legislation authorizing the execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, certified by the Director or other appropriate official of the Issuer (which certificate shall state that such Bond Legislation is in full force and effect on the Date of Issuance);
(B) opinions of counsel Squire, Sxxxxxx & Dxxxxxx LLP, as Bond Counsel and as Company Counsel, in form and substance satisfactory to the Applicant Bank;
(C) executed copies of the Indenture, the Bond Pledge Agreement, the Remarketing Agreement, the Mortgage, the Security Agreement, and the Guarantor dated the Closing Date Bond Purchase Agreement in form and addressed substance satisfactory to the Administrative AgentBank;
(D) such other documents, instruments, approvals (and, if required by Bank, certified duplicates of executed copies thereof) and opinions as the Issuing Bank may reasonably request;
(E) payment in full of the annual Commitment Fee due on the Date of Issuance pursuant to Section 2(a) hereof and any issuance fee, upfront commitment fee and documentation fee due pursuant to section 2(g) hereof;
(F) certified copies of the BanksArticles of Incorporation and Code of Regulations of the Company, as amended and as in effect on the Date of Issuance;
(G) a certificate of insurance in an amount satisfactory to the Bank showing Bank as loss payee covering the Company's equipment.
(ii) On the written opinion Date of MxXxxxxx & EnglishIssuance:
(A) the Transaction Documents, LLP, bond counsel, dated the Closing Date Letter of Credit Documents and addressed the insurance coverages shall be in full force and effect;
(B) all conditions precedent to the Administrative Agentissuance of the Bonds shall have occurred;
(C) the Issuer shall have duly executed, issued and delivered the Issuing Bank Bonds to the Trustee for authentication and delivery to the Banks;purchasers thereof.
(iii) The following statements shall be true and correct on the written opinion Date of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank Issuance and the Banks;
(iv) Bank shall have received a certificate signed by a Responsible Officer of each duly authorized officer of the Applicant and the GuarantorCompany, dated the Closing Date and of Issuance, stating that:
(1A) the representations and warranties contained in Article IV of this Agreement Section 5 hereof are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date of Issuance as though made on and as of such date; and
(2B) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance Company's execution of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunderAgreement.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank L/C Provider to issue the Letter of Credit to the Beneficiary under this Agreement shall not become effective until the date on which each of be expressly subject to the following conditions is satisfiedprecedent:
(a) the Administrative Agent and the Banks L/C Provider shall have received from the Applicant, each of the following, following documents in form and substance satisfactory to the Administrative Agent L/C Provider and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(i) copies, certified as true and complete by an officer of each Security Party of the resolutions of each such company's board of directors (and, if any necessary under appropriate law, shareholders) evidencing approval of the SK 16279 0020 900329 v6 Transaction Documents to which such company is or is to be a written opinion party and authorizing an appropriate officer or opinions of counsel officers or attorney-in-fact or attorneys-in-fact to execute the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Bankssame on its behalf;
(ii) copies, certified as true and complete by an officer of each Security Party, of all documents evidencing any other necessary action (including actions by such parties thereto other than such Security Party as may be required by the written opinion of MxXxxxxx & EnglishL/C Provider), LLP, bond counsel, dated the Closing Date and addressed approvals or consents with respect to the Administrative Agentthis Agreement, the Issuing Bank Security Documents and the Bankstransactions contemplated hereby and thereby;
(iii) copies, certified as true and complete by an officer of each Security Party, of the written opinion articles or certificate of counsel to incorporation and by-laws (or the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;equivalent thereof) of each thereof.,
(iv) good standing certificates or the equivalent thereof with respect to each Security Party issued by the appropriate authorities of the respective jurisdiction of incorporation of such parties; and
(v) on the Date of Issuance, a certificate signed by a Responsible Officer from an officer or director of each of the Applicant and the Guarantor, dated the Closing Date and Security Party stating that:
(1) that the representations and warranties contained in Article IV (updated mutatis mutandis to such date) stated Section 3 of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though if made on such that date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or Account Party shall have occurredduly executed and delivered the following documents:
(i) this Agreement;
(ii) the Assignment of MOA, Shipbuilding Contract and Refund Guarantee; and
(iii) the effect of which would be Assignment Notices relating to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit(ii) above;
(c) all legal requirements provided herein incident the Guarantor shall have duly executed and delivered the following documents:
(i) the Consent and Agreement to this Agreement;
(ii) the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s CounselGuaranty; and
(iii) the Pledge Agreement;
(d) the Administrative Agent Account Party shall have delivered to the L/C Provider a copy of each of the MOA, the Shipbuilding Contract and any assignment documents relating to the Shipbuilding Contract, each in form and substance satisfactory to the L/C Provider;
(e) the L/C Provider shall have received payment in full of all fees and expenses (including legal fees) due and payable to the Banks and L/C Provider on the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, date thereof including, without limitation, all fees and expenses due under Section 2.3; SK 16279 0020 900329 v6
(f) [Intentionally Omitted];
(g) the L/C Provider shall be satisfied that no Security Party is subject to any Environmental Claim which could have a material adverse effect on the extent invoicedbusiness, reimbursement assets or payment results of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.operations of either thereof;
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. The As conditions precedent to the obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfiedCredit:
(a) the Company shall provide to the Administrative Agent and on or before the Banks shall have received from the Applicant, each Date of the followingIssuance, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor Company dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banksof Issuance;
(ii) the written opinion of MxXxxxxx & English, LLP, bond counselBond Counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banksof Issuance;
(iii) a certificate of the written opinion Company signed by an authorized officer of counsel to the TrusteeCompany, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date Issuance and stating that:
(1A) the representations and warranties of the Company contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date of Issuance as though made on such date; and;
(2B) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by of this Agreement, and no event has occurred and is continuing which would constitute an Event of Default or a Potential Default; and
(C) no event of default has occurred or is continuing on the parties thereto part of the Related Documents;Company under any of its existing debt agreements.
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viiiiv) a copy of resolutions of the board of directors (or similar governing body of each a committee thereof) of the Applicant and the Guarantor and all other necessary corporate approvals, if any, Company certified as of the Closing Date of Issuance by the Secretary or an Assistant Secretary of the Applicant or Guarantor, as applicableCompany, authorizing, among other things, the execution, delivery and performance by the Applicant or Company of this Agreement and authorizing the Guarantor, as applicable, of the Related Documents Company to which it is a party, and obtain the issuance of the Letter of Credit for the account and to borrow Drawing Loans;
(v) certified copies of the ApplicantCompany's by-laws and articles of incorporation;
(vi) a certificate of the Secretary or any Assistant Secretary of the Company certifying the name and true signatures of the officers of the Company authorized to sign this Agreement;
(vii) evidence of the status of the Company as a duly organized and validly existing corporation under the laws of the State of Minnesota;
(viii) evidence that the Remarketing Agent has acknowledged and accepted in writing its appointment as Remarketing Agent under the Indenture and its duties and obligations thereunder;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date)Documents;
(x) evidence that each of reliance letters with respect to the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are opinion delivered in full force and effect as of the Closing Date;connection with (ii) above; and
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel its counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, regulation or ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;Agreement; and
(c) all legal requirements provided herein incident to the execution, delivery and performance of this Agreement and the Related Documents and the transactions transaction contemplated hereby and thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunderits counsel.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx & EnglishGrayRobinson, LLPP.A., bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each of the Applicant and the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Conditions Precedent to Issuance of Letter of Credit. The obligation It shall be a condition precedent to the issuance by the Bank of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfiedthat:
(a) the Administrative Agent and the Banks Bank shall have received from on or before the ApplicantDate of Issuance the following, each of the followingdated such date, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):Bank:
(i) a written opinion or opinions copies of counsel to the Applicant Certificates of Limited Partnership and Partnership Agreements of the Company and the Guarantor dated Guarantor, and of organizational action of the Closing Date Company and addressed to the Administrative AgentGuarantor, as appropriate, authorizing the execution, delivery and performance of this Agreement, the Issuing Bank Pledge Agreement and the BanksGuaranty, certified by appropriate officials or representatives of the Company and the Guarantor, as appropriate;
(ii) true and correct copies of all governmental approvals necessary for the written opinion of MxXxxxxx & English, LLP, bond counsel, dated Issuer to issue the Closing Date Bonds and addressed to execute and deliver the Administrative Agent, the Issuing Bank and the BanksIndenture;
(iii) the written an opinion of counsel Counsel to the TrusteeCompany and the Guarantor, dated the Closing Date satisfactory in form and addressed substance to the Administrative AgentBank, regarding the Issuing Bank matters set forth in paragraphs (a), (b), (c) and the Banks(d) of Section 4.1 hereof;
(iv) an opinion of Bond Counsel and Counsel to the Issuer as to such matters as the Bank may reasonably request;
(v) the Guaranty, duly executed by the Guarantor and the Bank;
(vi) an executed copy (or a duplicate thereof) of the Indenture;
(vii) executed copies of this Agreement, the Pledge Agreement and the Mortgage;
(viii) certificates of the appropriate officials or representatives of the Company and the Guarantor certifying the name and true signatures of the officers of the Company and the Guarantor authorized to sign this Agreement, the Pledge Agreement, the Guaranty, and the other documents to be delivered by the Company and the Guarantor hereunder;
(ix) evidence of the valid creation and perfection of the liens and security interests referred to in Section 2.4(a) hereof;
(x) evidence that (A) the Company is insured under a public liability insurance policy against bodily injury and property damage, with limits of no less than $500,000 for each occurrence and $1,000,000, if reasonably available, but in no event less than $500,000 aggregate liability, and (B) the Project is insured against loss or damage by fire, lightning, windstorm, explosion and smoke damage, in an amount not less than the full insurable value of the Project, with all such insurance policies referred to in this clause (xi) naming Trustee and Bank as co-insureds;
(xi) a mortgagee's title insurance policy insuring the priority of the lien of the Mortgage, subject to no exceptions other than for current year's taxes, and Permitted Encumbrances;
(xii) such other documents, instruments, approvals (and, if requested by the Bank, certified duplicates of executed copies thereof) or opinions as the Bank may reasonably request.
(b) The following statements shall be true and correct on the Date of Issuance and the Bank shall have received a certificate signed by a Responsible Officer of each duly authorized official of the Applicant Company and the Guarantor, as appropriate, dated the Closing Date and of Issuance, stating that:
(1i) the representations and warranties contained in Article IV Section 4 of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date of Issuance as though made on and as of such date; and
(2ii) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit Credit, and no event has occurred and is continuing which would constitute any such Event of Default but for the requirement that notice be given or the execution, delivery time elapse or performance of this Agreement or any Related Document to which the Applicant is a party;both.
(vc) evidence On the Date of the due authorization, execution and delivery by the parties thereto of the Related Documents;Issuance:
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (xi) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals Indenture shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xi) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bondseffect; and
(xviii) evidence no change or prospective change in law or regulation, or any interpretation thereof by any court or administrative banking or governmental authority charged or claiming to be charged with the administration thereof applicable to the Bank or the Bonds or change in circumstances affecting the market for tax-exempt securities has occurred, which in the opinion of the termination of Bank, would have any effect described in Section 2.3 hereof or would materially increase the insurance policies;
(b) no law, regulation, ruling or other action of risk to the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be Bank with respect to prevent any Bank from fulfilling its obligations payments under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereundersecurity therefor.
Appears in 1 contract
Samples: Reimbursement and Letter of Credit Agreement (National Health Realty Inc)
Conditions Precedent to Issuance of Letter of Credit. The As conditions precedent to the obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and Company shall provide to the Banks shall have received from Bank on or before the Applicant, each Date of the followingIssuance, in form and substance satisfactory to the Administrative Agent Bank and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”)::
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor Company dated the Closing Date of Issuance, in form and addressed substance satisfactory to the Administrative AgentBank's counsel, the Issuing Bank and the Banksincluding but not limited to an opinion relating to usury;
(ii) the written opinion or opinions of MxXxxxxx McCaxx, Xxrkxxxxx & English, LLPHortxx X.X.P., bond counsel, dated the Closing Date of Issuance, in form and addressed substance satisfactory to the Administrative Agent, the Issuing Bank and the BanksBank's counsel;
(iii) the written opinion of counsel to the Trustee, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(iv) a certificate signed by a Responsible Officer of each an authorized officer of the Applicant and the GuarantorCompany, dated the Closing Date of Issuance and stating that:
(1) the representations and warranties of the Company contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date of Issuance as though made on such date; and
(2) no Event none of the Events of Default or Default (as defined in Article VI) has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, execution and delivery or performance of this Agreement Agreement, and no event has occurred and is continuing which would constitute an Event of Default or any Related Document to which the Applicant is a partyPotential Default;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(vi) certified copies of the articles of incorporation and by-laws of each of the Applicant and the Guarantor;
(vii) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of Georgia;
(viiiiv) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, Company certified as of the Closing Date of Issuance by the Secretary or an Assistant Secretary of the Applicant or Guarantor, as applicableCompany, authorizing, among other things, the execution, delivery and performance by the Applicant or Company of this Agreement and authorizing the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ix) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant Company to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date)Credit;
(xv) evidence that each certified copies of the Applicant Company's regulations and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance articles of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Dateincorporation;
(xivi) a certificate of the Secretary or any Assistant Secretary of each of the Applicant and the Guarantor Company certifying the names name and true signatures of the officers of the Applicant or the Guarantor, as applicable, Company authorized to sign the Related Documents to which the it is a partythis Agreement;
(xiivii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery evidence of the Related Documents to which it is status of the Company as a partyduly organized and validly existing corporation under the laws of the State of Texas;
(xiiiviii) evidence that the Issuer shall have duly executed, issued Remarketing Agent has acknowledged and delivered accepted in writing its appointment as Remarketing Agent under the Bonds to the Trustee Indenture and the Bond Registrar shall have duly authenticated the Bonds its duties and delivered the Bonds against paymentobligations thereunder;
(xivix) executed copies originals of this Agreement and the Related Documents; (x)Reliance letters with respect to each of the Related Documents opinions delivered in connection with (other than the Letter of Credit and the Bondsii) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably requestabove;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
Samples: Letter of Credit Agreement (Central Power & Light Co /Tx/)
Conditions Precedent to Issuance of Letter of Credit. The Each of the following is a condition precedent to the obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:Credit.
(a) the Administrative Agent and the Banks The Bank shall have received from on or before the ApplicantDate of Issuance the following in form and substance satisfactory to the Bank:
(i) the duly executed original Reimbursement Note, together with a duly executed original counterpart of this Agreement, the Guaranty and each of the followingother Related Documents;
(ii) the opinion of counsel to the Applicant and the Guarantors dated the Date of Issuance, addressed to the Bank, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions of counsel to the Applicant and the Guarantor dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ii) the written opinion of MxXxxxxx & English, LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the BanksBank;
(iii) the written opinion of counsel to the Trusteebond counsel, dated the Closing Date and addressed of Issuance, required pursuant to Section 505 of the Administrative Agent, the Issuing Bank and the BanksIndenture;
(iv) a certificate signed by a Responsible Officer copy of each the resolutions of the Board of Directors of the Applicant authorizing execution and delivery by the Guarantor, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV Applicant of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiersthe Reimbursement Note, which representations and warranties shall be true and correct in all respects) on and as certified by the Secretary of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a partyApplicant;
(v) evidence a certificate of good standing for the due authorization, execution Applicant from the state of its incorporation and delivery by a certificate of authority to transact business as a foreign corporation from the parties thereto of state in which the Related DocumentsProject is located;
(vi) certified copies a certificate of incumbency of the articles Applicant, signed by the Secretary of incorporation the Applicant, certifying as to the names, true signatures and by-laws incumbency of each the officer or officers of the Applicant authorized to execute and deliver this Agreement and the GuarantorReimbursement Note;
(vii) a good standing copies of (A) the certificate of (x) incorporation of the Applicant certified by the Secretary of State of the state of New Jersey the Applicant's incorporation, and (yB) the Guarantor bylaws of the Applicant certified by the Secretary of State of the state of Georgia;
(viii) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicable, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the Applicant;
(ixviii) true and correct copies of all Governmental Approvals documents which the Bank may reasonably request relating to the existence of the Guarantors, the corporate or partnership authority, as applicable, for and the validity of the Guaranty and any other third-party approvalsmatters relevant thereto, if anyall in form and substance satisfactory to the Bank, necessary including, without limitation, a certificate of incumbency of each of the Guarantors, signed by the Secretary or an Assistant Secretary of each of the Guarantors or their general partners, as applicable, certifying as to the names, true signatures and incumbency of the officer or officers of the Guarantors or their general partners, as applicable, authorized to execute and deliver the Guaranty, and certified copies of the following items, for each of the Applicant and the Guarantor to executeGuarantors: (i) Certificate or Articles of Incorporation or partnership certificate, deliver and perform the Related Documents to which it is (ii) Bylaws (if a party and to authorize the Applicant to obtain the issuance of the Letter of Credit corporation), (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(x) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditors, if any, necessary for the it to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xiiii) a certificate of the Secretary of State (or Assistant Secretary other appropriate issuer) of the state (or province) of incorporation of each as to the good standing of each in that state (or province) (if a corporation), and (iv) the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant or the Guarantor, as applicable, authorized to sign the Related Documents to which the it is a party;
(xii) certified copies of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery Board of the Related Documents to which it is a party;
(xiii) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and the Bond Registrar shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xiv) executed copies of this Agreement and each of the Related Documents (other than the Letter of Credit and the Bonds) and such other documents, certificates and opinions as the Administrative Agent or Agent’s Counsel may reasonably request;
(xv) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxx-Xxxx Companies, Inc., for the Bank Bonds; and
(xvi) evidence of the termination of the insurance policies;
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to Directors authorizing the execution, delivery and performance of the Related Documents Guaranty;
(ix) certified copies of all approvals, authorizations, or consents of, or notices to or registrations with, any Governmental Authority required to be obtained, given or effected by the Applicant with respect to the extension of the maturity of the Bonds;
(x) a certificate, dated the Date of Issuance, signed by authorized officers of the Applicant, to the effect that this Agreement and the transactions contemplated therebyReimbursement Note have been executed by duly authorized officials, shall be reasonably satisfactory that the signatures appearing thereon are true and that there is no action, suit, proceeding, inquiry or investigation known to the Administrative Agent and Agent’s CounselApplicant before or by any court, public board or body pending or threatened against or affecting the Applicant wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect; and
(dxi) such other certificates, documents, instruments, approvals, consents or opinions as the Administrative Agent Bank may reasonably request.
(b) On or before the Date of Issuance and the date of each Tender Advance the Bank shall have received be satisfied that (i) there has been no material adverse change in the financial condition, manner of operation, properties or prospects of the Applicant and (ii) all fees due information, representations and payable materials submitted to the Banks and the Issuing Bank by the Applicant pursuant in connection with the issuance of the Letter of Credit are accurate in all material respects;
(c) The following statements shall be true and correct on the Date of Issuance and the date of each Tender Advance and the Bank shall have received a certificate signed by a duly authorized officer of the Applicant, dated the Date of Issuance, stating that:
(i) the representations and warranties contained in Article IV hereof are correct on and as of the Date of Issuance as though made on and as of such date; and
(ii) no Default has occurred and is continuing or would result from the execution and delivery of this Agreement or the issuance of the Letter of Credit.
(d) On or before the Date of Issuance all requirements relating to Section 2.6 and the issuance of the Letter of Credit as an "Alternate Credit Facility" pursuant to the Fee Letter and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunderIndenture shall have been satisfied.
Appears in 1 contract
Samples: First Supplemental Trust Indenture (Tj International Inc)
Conditions Precedent to Issuance of Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall not become effective until the date on which each of the following conditions is satisfied:
(a) the Administrative Agent and the Banks shall have received from the Applicant, each of the following, in form and substance satisfactory to the Administrative Agent and its counsel, Sidley Austin LLP (hereinafter, “Agent’s Counsel”):
(i) a written opinion or opinions counterparts of counsel to this Agreement, duly executed by the Applicant and the Guarantor dated the Closing Date and addressed to Applicant, the Administrative Agent, the Issuing Bank and the Banks;
(ii) counterparts of the written Custodian Agreement, duly executed by the Applicant, the Issuing Bank and the Custodian;
(iii) an original of each Collateral Mortgage Bond, duly executed and delivered by the Applicant and (x) a duplicate copy of each other Credit Document and Related Document (other than the Letter of Credit) not delivered pursuant to clause (i) or (ii) above and (y) a copy of the ACC order, in each case, certified by an Authorized Officer of the Applicant as being the true, correct and complete copy thereof and as being in full force and effect;
(iv) evidence that the Remarketing Agent has acknowledged and accepted in writing its appointment as Remarketing Agent under the Indenture and its duties and obligations thereunder;
(v) a reliance letter relating to the final opinion of MxXxxxxx Xxxxxx Xxxxxxxxxx & English, Xxxxxxxxx LLP, bond counsel, dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks, such final opinion to be in substantially such form as is set forth as Appendix C to the Official Statement;
(iiivi) the written opinion of each of (1) Xxxxxxx X. Xxxxxx, Esq., General Counsel to the Applicant, (2) Xxxxxx, Xxxxx & Xxxxxxx, New York counsel to the TrusteeApplicant, and (3) Xxxxx, Dickason, Sloan, Akin & Xxxx, PA, special New Mexico counsel to the Applicant, each dated the Closing Date and addressed to the Administrative Agent, the Issuing Bank and the Banks;
(ivvii) a certificate signed by a Responsible an Authorized Officer of each of the Applicant and the GuarantorApplicant, dated the Closing Date and stating that:
(1) the representations and warranties contained in Article IV of this Agreement are true and correct in all material respects (except for such representations and warranties which are already subject to materiality or Material Adverse Effect qualifiers, which representations and warranties shall be true and correct in all respects) on and as of the Closing Date as though made on such date; and
(2) no Event of Default or Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery or performance of this Agreement or any Related Document to which the Applicant is a party;
(v) evidence of the due authorization, execution and delivery by the parties thereto of the Related Documents;
(viviii) certified copies of the articles of incorporation and by-laws of each of the Applicant and the GuarantorApplicant;
(viiix) a good standing certificate of (x) the Applicant certified by the Secretary of State of the state of New Jersey and (y) the Guarantor certified by the Secretary of State of the state of GeorgiaACC;
(viiix) a copy of resolutions of the board of directors or similar governing body of each of the Applicant and the Guarantor and all other necessary corporate approvals, if any, certified as of the Closing Date by the Secretary or Assistant Secretary of the Applicant or Guarantor, as applicableApplicant, authorizing, among other things, the execution, delivery and performance by the Applicant or the Guarantor, as applicable, of the Related Documents to which it is a party, and the issuance of the Letter of Credit for the account of the ApplicantCredit;
(ixxi) true and correct copies of all Governmental Approvals and other third-party approvals, if any, necessary for each of the Applicant and the Guarantor to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit (which Governmental Approvals and other approvals shall be in full force and effect as of the Closing Date);
(xxii) evidence that each of the Applicant and the Guarantor has received all consents and other approvals from creditorsapprovals, if any, from creditors necessary for the it Applicant to execute, deliver and perform the Related Documents to which it is a party and to authorize the Applicant to obtain the issuance of the Letter of Credit and that all such approvals are in full force and effect as of the Closing Date;
(xixiii) a certificate of the Secretary or Assistant Secretary of each of the Applicant and the Guarantor certifying the names and true signatures of the officers of the Applicant authorized to sign this Agreement, each Credit Document and Related Document to which the Applicant is a party and the other documents to be delivered by it hereunder or thereunder;
(xiv) a certificate of an authorized officer of the GuarantorCustodian certifying the names, as applicable, true signatures and incumbency of the officers of the Custodian authorized to sign the Related Documents documents to which be delivered by it hereunder and as to such other matters as the it is a partyAdministrative Agent may reasonably request;
(xiixv) certified copies a certificate of documents evidencing all necessary action taken by the Issuer to authorize the execution and delivery an authorized officer of the Related Documents Trustee certifying the names, true signatures and incumbency of the officers of the Trustee authorized to which it is a partymake drawings under the Letter of Credit and as to such other matters as the Administrative Agent may reasonably request;
(xiiixvi) evidence that the Issuer shall have duly executed, issued and delivered the Bonds to the Trustee and that the Bond Registrar Trustee shall have duly authenticated the Bonds and delivered the Bonds against payment;
(xivxvii) executed copies of this Agreement and each document (including any Uniform Commercial Code financing statement) required by the Credit Documents or any Related Document or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Related Documents (other than Trustee for the Letter benefit of Credit and the holders of the Bonds, and perfect the security interest created by the Indenture;
(xviii) copies of any amendments or supplements to the Mortgage Indenture, certified by an authorized officer of the Borrower as being a true, correct and complete copy thereof and as being in full force and effect and such other documents, documents and certificates and opinions as the Administrative Agent or Agent’s Counsel its counsel may reasonably requestrequest relating to any other legal matters relating to the Credit Documents, the Related Documents, the Mortgage Indenture, the Lien of the Mortgage Indenture or the Transactions;
(xvxix) a duplicate copy of all proceedings relating to the issuance and sale of the Bonds;
(xx) written evidence satisfactory to the Administrative Agent that a new and separate CUSIP number has been obtained and reserved from S&P’s CUSIP Service Bureau, a division of The MxXxxxXxXxxx-Xxxx Companies, Inc., for the Bank Pledged Bonds;
(xxi) copies of the Official Statement used in connection with the offering of the Bonds and the issuance of the Letter of Credit;
(xxii) letters from S&P and Moody’s to the effect that the Bonds have been rated at least A-1 and VMIG-1, respectively, upon the issuance of the Letter of Credit, such letters to be in form and substance reasonably satisfactory to the Administrative Agent; and
(xvixxiii) evidence (a) satisfactory audited consolidated financial statements of the termination Applicant for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available, (b) satisfactory unaudited interim consolidated financial statements of the insurance policies;Applicant for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (a) of this paragraph as to which such financial statements are available and (c) satisfactory financial statement projections through and including the Applicant’s 2013 fiscal year, together with such information as the Administrative Agent shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections).
(b) no law, regulation, ruling or other action of the United States or the State of New York or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Bank from fulfilling its obligations under this Agreement or the Letter of Credit;
(c) all legal requirements provided herein incident to the execution, delivery and performance of the Related Documents and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and Agent’s Counsel; and
(d) the Administrative Agent shall have received all fees due and payable to the Banks and the Issuing Bank by the Applicant pursuant to Section 2.6 and pursuant to the Fee Letter Letter, if any, and all other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder.
Appears in 1 contract
