Conditions Precedent to Issuance of the Letter of Credit. This Agreement shall become effective, and the Bank will issue the Letter of Credit, on the date the Bonds are issued and sold to the purchaser(s) thereof, provided that all of the following conditions are met:
Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the fulfillment of the following conditions precedent on or before the Date of Issuance in form and substance and in a manner satisfactory to the Bank:
(a) The Bank shall have received:
(i) Certified copies of the resolutions of the Corporation and the County approving this Agreement, the Fee Letter and the other Related Documents and the other matters contemplated hereby and thereby, and all other documents, including records of proceedings of the Corporation and the County, instruments, governmental approvals, third-party approvals and opinions as the Bank and its counsel may reasonably request evidencing any other necessary action;
(ii) A certificate of the Corporation and the County stating the names and true and genuine signatures of the officers of the Corporation and the County authorized to sign this Agreement, the Fee Letter and the other documents to be delivered by the Corporation and the County hereunder;
(iii) Executed or conformed copies of each of the Related Documents and the Interbank Agreement in form and substance satisfactory to the Bank;
(iv) A letter addressed to the Bank from Note Counsel, entitling the Bank to rely on such firm’s approving Note opinion addressed to the Corporation and such other customary matters as the Bank may reasonably request;
(A) Evidence that the rating assigned to the Notes by S&P is “A-1,” by Fitch is “F1” and by Xxxxx’x is “P-1”; and (B) evidence from Xxxxx’x, S&P and Xxxxx confirming that the underlying unenhanced long-term rating assigned to the Lease Obligation Debt by Xxxxx’x is “A1” (or its equivalent), “AA” (or its equivalent) by S&P and “AA-” (or its equivalent) by Fitch (referred to herein as the “Rating Documentation”);
(vi) The Revolving Note duly executed and delivered by the Corporation to the Bank;
(vii) A certificate of the County setting forth the annual fair rental value of each Component;
(viii) Certificates of the Corporation and the County stating that (A) on the Date of Issuance, no event has occurred and is continuing, or would result from the issuance of the Letter of Credit, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (B) on the Date of Issuance and after giving effect to the issuance of the Letter of Credit, all representations and warranties of the Corporation and the County contained herein and in the othe...
Conditions Precedent to Issuance of the Letter of Credit. As conditions precedent to the obligation of the Bank to issue the Letter of Credit:
(a) the City shall provide to the Bank on the Closing Date, in form and substance satisfactory to the Bank and its special counsel, Xxxxxxx and Xxxxxx LLP:
(i) the written opinion of Xxxxxxxxx LLP, bond counsel to the City, dated the Closing Date, covering the due authorization, execution, delivery and enforceability of this Agreement, the Fee Agreement and the Ordinance, no adverse effect on the tax-exempt status of interest on the Bonds and such other customary matters as the Bank may reasonably request, including, without limitation, valid security interest and pledge opinions;
(ii) a certificate, signed by a duly authorized officer of the City, dated the Closing Date, stating that on the Closing Date:
(1) the representations and warranties of the City contained in Article Five hereof and in the Related Documents are correct on and as of the Closing Date as though made on such date;
(2) no Event of Default has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution, delivery and performance of this Agreement, and no event has occurred and is continuing which would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and
(3) all conditions precedent to the issuance of the Letter of Credit set forth in this Article Four have been satisfied.
(iii) executed originals of this Agreement and certified copies of the Bond Documents;
(iv) evidence of due authorization, execution and delivery by the parties thereto of the Related Documents, which Related Documents shall be in form and substance satisfactory, to the Bank and its special counsel;
(v) a copy of a resolution or ordinance of the City Council of the City, certified as of the date of the Letter of Credit by a Responsible Officer of the City authorizing, among other things, the execution, delivery and performance by the City of this Agreement and the other Related Documents or amendments thereto, as applicable, required to be delivered on the Closing Date by the City;
(vi) true and correct copies of all governmental approvals necessary for the City to enter into this Agreement and the transactions contemplated by this Agreement;
(vii) a certificate of a Responsible Officer of the City certifying the names, titles, offices and signatures of the officers of the City authorized to sign this Agreement, the Related Documents to which ...
Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the conditions precedent that, unless otherwise agreed to by Bank, the Bank shall have received on or before the Date of Issuance the following, each dated such date, in form and substance satisfactory to the Bank:
Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit shall be subject to the fulfillment of the following conditions precedent on or before the Date of Issuance thereof, in a manner satisfactory to the Bank and its counsel:
(a) The Bank shall have received an opinion or opinions addressed to the Bank, or reliance letters addressed to the Bank, of Note Counsel, each in form and substance satisfactory to the Bank and its counsel, dated the Date of Issuance.
(b) The Bank shall have received an opinion of Xxxxxxx and Xxxxxx LLP, counsel to the Bank, and an opinion of Jeantet Associes, French counsel for the Bank, in the form of Exhibits B and C hereto, respectively, each dated the Date of Issuance.
(c) The Bank shall have received an opinion of counsel to the Issuer, addressed to the Bank, in form and substance satisfactory to the Bank and its counsel, dated the Date of Issuance.
(i) The rating assigned by Moody’s to the Notes shall be at least “MIG-1” or “P-1” and the rating assigned by S&P to the Notes shall be at least “A-1”, (ii) the Bank shall have received a copy of the rating letters or other documents evidencing such ratings and (iii) such ratings shall continue to be in effect on the Date of Issuance, and neither Rating Agency shall have lowered the Issuer’s long term or short-term ratings in effect as of June 1, 2004.
(e) The Bank shall have received on the Date of Issuance, certified copies or executed originals, as the Bank may request, of the Financing Documents, the Official Statement, the Preliminary Official Statement and any other documents which the Bank may reasonably request evidencing that all necessary actions required to be taken in connection with the authorization, execution, issuance, delivery and performance of this Agreement, the Financing Documents, the Official Statement, the Preliminary Official Statement and any other document required to be delivered pursuant to or in connection with this Agreement, the Financing Documents, the Official Statement, the Preliminary Official Statement, or the transactions contemplated hereby or thereby has been taken.
(f) The Bank shall have received such certifications as to matters of fact, evidence of corporate authority, including copies of any necessary resolutions authorizing the execution and delivery of the Financing Documents and other documents as shall be reasonably requested by the Bank, and the form and substance of any order or other official action granting any consent, permit, ...
Conditions Precedent to Issuance of the Letter of Credit. As conditions precedent to the obligation of the Bank to issue the Letter of Credit, the District shall provide to the Bank on the Effective Date, each in form and substance satisfactory to the Bank and Bank Counsel:
Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the conditions precedent that the Bonds are issued and sold to the purchaser(s) thereof and all of the following conditions are met:
(a) Delivery of the Bonds and Operative Documents. This Agreement, the Letter of Credit, the Trust Agreement, the Loan Agreement, the Note, the Security Documents, the Guaranties, the Bond Purchase Agreement, the GDB Standstill Agreement, the Four Party Agreement, the Management Subordination Agreement, the Construction Manager Consent and Agreement, the Architect's Letter, the Official Statement, the GDB Investment Agreement, the Bond Swap Agreement, the Termination Payment Guaranty and the Bond Pledge Agreement (collectively, the Operative Documents) and the Bonds shall have been executed and delivered by authorized Persons of the parties thereto and the Trust Agreement shall have been duly adopted by the Issuer, each in form and substance satisfactory to the Bank. The Bank shall have received an executed copy of each of the Operative Documents.
Conditions Precedent to Issuance of the Letter of Credit. As conditions precedent to the obligation of the Bank to issue the Letter of Credit, the City or the Authority, as applicable, shall provide to the Bank on the Closing Date, each in form and substance satisfactory to the Bank and the Bank’s counsel, Xxxxxxx and Xxxxxx LLP (hereinafter, “Bank Counsel”):
Conditions Precedent to Issuance of the Letter of Credit. The obligation of Bank to issue the Letter of Credit is subject to the following conditions precedent:
(i) Bank shall have received on or before the Date of Issuance the following, each dated such date and, in form and substance as is satisfactory to Bank and its counsel:
(A) Executed security agreements and/or pledge agreements, together with any addendum thereto, each in form and substance satisfactory to Bank, duly executed by Borrower granting to Bank a first priority security interests in the Collateral and Bank Bonds, such agreements to contain such other covenants and agreements as Bank in its sole discretion may require, including, without limitation, covenants not to encumber or dispose of the Collateral (collectively, the "Security Agreements");
(B) Executed securities account control agreement, in form and substance satisfactory to Bank, duly executed by Borrower and an intermediary acceptable to Bank, to perfect Bank's security interest in the Investment Account, such agreement to contain such other covenants and agreements as Bank in its sole discretion may require, including, without limitation, covenants not to encumber or dispose of the Collateral (the "Control Agreement");
(C) An opinion of Xxxxx & Lardner, Bond Counsel (as defined in the Indenture), dated as of the Date of Issuance, in form and substance satisfactory to Bank, opining that the delivery of the Letter of Credit to the Trustee and the transactions contemplated by this Agreement are authorized under and in compliance with the terms of the Indenture and addressing such other matters as Bank may request (the "Bond Counsel Opinion");
(D) An opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, Borrower's counsel, dated as of the Date of Issuance, in form and substance satisfactory to Bank, regarding the due authorization, delivery, execution and enforceability of this Agreement and the Related Documents and addressing such other matters as the Bank may request (the "Borrower's Counsel Opinion" and together with the Bond Counsel Opinion, the "Opinions");
(E) Written evidence from the Rating Agency (as defined in the Indenture) to the effect that such rating agency has reviewed the proposed Letter of Credit and (i) if the Bonds are in a Weekly Interest Rate Period (as defined in the Indenture) or the effective date of such Letter of Credit will be on the first day of a new Term Interest Rate Period (as defined in the Indenture), indicating the prospective rating of the Bonds, and indicating...
Conditions Precedent to Issuance of the Letter of Credit. As conditions precedent to the obligation of the Bank to issue the Letter of Credit:
(a) the Company shall provide to the Bank on the date of the issuance of the Letter of Credit (the “Closing Date”), in form and substance satisfactory to the Bank and its counsel:
(i) a written opinion of counsel to the Company and REGC, dated the Closing Date, with respect to matters as the Bank may reasonably request;
(ii) the written opinions of Xxxxx & Xxxxxx, L.L.P., bond counsel, dated the Closing Date, covering such matters as the Bank may reasonably request;
(iii) certificates, signed by a duly authorized officers of the Company and REGC, dated the Closing Date, with respect to such matters as the Bank may reasonably require;
(iv) executed originals of this Agreement, the Security Agreement and the Fee Letter and certified copies of the other Related Documents;
(v) evidence of due authorization, execution and delivery by the parties thereto of the Related Documents to be executed by the Company and REGC on the Closing Date, which Related Documents shall be in form and substance satisfactory to the Bank and its special counsel;
(vi) a copy of resolutions of the members of the Company and REGC, certified as of the date of the Letter of Credit by an Authorized Officer authorizing, among other things, the execution, delivery and performance by the Company of this Agreement and the Company and REGC of the other Related Documents or amendments thereto required to be executed and delivered on the Closing Date and with respect the resolutions of the Company, authorizing the Company to obtain the issuance of the Letter of Credit;
(vii) the articles of organization, operating agreement or other similar organizational documents of the Company and REGC, certified to be in full force and effect as of a date not more than thirty (30) days preceding the Closing Date by an appropriate official of the applicable jurisdiction of organization of the Company and REGC and certified by an Authorized Representative to be in full force and effect on the Closing Date;
(viii) certificates issued by an appropriate official of the Company’s and REGC’s jurisdiction of organization, issued no more than thirty (30) days preceding the Closing Date, stating that the Company and REGC is in good standing in such jurisdiction;
(ix) the Bank shall have determined (in its sole discretion) that no material adverse change in the ratings, financial condition, business, assets, liabilities or prospects of ...
