Common use of Conditions Precedent to Issuance of the Letter of Credit Clause in Contracts

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 other Related Documents are true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Date of Issuance; (ix) An opinion of the County Counsel, as counsel to the Corporation, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (x) An opinion of the County Counsel, as counsel to the County, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (xi) Audited financial statements for the County for the two most recently available fiscal years and the most recent operating budget summaries for the County’s General Fund for the current fiscal year; (xii) Evidence of title insurance on the Components in the form of a CLTA leasehold policy (10-21-87) of title insurance insuring the Trustee, in an amount not less than the Maximum Principal Amount, subject only to such exceptions as shall be acceptable to the Bank, with such endorsements and affirmative coverages as may be reasonably required by the Bank, and otherwise in form and substance satisfactory to the Bank and its counsel and issued by an insurance company acceptable to the Bank and its counsel and authorized to issue such insurance in the State of California; (xiii) Evidence of the County’s current hazard and rental interruption insurance for the Components for a period of at least two (2) years Maximum Base Rental, assuming an interest rate of 10% per annum, and such evidence of insurance shall be satisfactory to the Bank. The Bank shall also have received a certificate from the County stating that the County’s current policies of insurance and any self-insurance or alternative risk management programs maintained by the County comply with the provisions of Section 4.3 of the Sublease and Section 5.1(t) hereof. Any such commercial insurance policies shall be issued by insurers rated “A” or better by Best’s or approved by the Bank; (xiv) A copy of the investment policy of the County; (xv) Certificates of the Trustee and the Issuing and Paying Agent evidencing the signatures and offices of officers of each executing the Related Documents and with respect to the Issuing and Paying Agent, authorized to draw on the Letter of Credit, and with respect to such other matters as the Bank may reasonably request, and an opinion of counsel to each of the Issuing and Paying Agent and the Trustee, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (xvi) A written description of all actions, suits or proceedings pending or threatened against the County or the Corporation in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a material adverse effect on either the County’s or the Corporation’s ability to perform is obligation under this Agreement or any other Related Document and such other statements, certificates, agreements, documents and information with respect thereto as the Bank may reasonably request; and (xvii) Such other documents, certificates, opinions, approvals and filings with respect to the Related Documents and this Agreement as the Bank may reasonably request. (b) All other legal matters pertaining to the execution and delivery of this Agreement, the other Related Documents and the execution and delivery of the first installment of the Notes shall be reasonably satisfactory to the Bank and its counsel. (c) The Corporation shall have made payment to the Bank of all amounts due on the Date of Issuance under Section 7.6 hereof. (d) On the Date of Issuance, the Bank shall have received evidence that the irrevocable letters of credit issued by BMO Bank N.A. as successor in interest to Bank of the West, Xxxxx Fargo Bank, National Association, U.S. Bank National Association and State Street Bank and Trust Company on April 5, 2019 will be surrendered on the Date of Issuance.

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 Fitch 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 other Related Documents are true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Date of Issuance; (ix) An opinion of the County Counsel, as counsel to the Corporation, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (x) An opinion of the County Counsel, as counsel to the County, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (xi) Audited financial statements for the County for the two most recently available fiscal years and the most recent operating budget summaries for the County’s General Fund for the current fiscal year; (xii) Evidence of title insurance on the Components in the form of a CLTA leasehold policy (10-21-87) of title insurance insuring the Trustee, in an amount not less than the Maximum Principal Amount, subject only to such exceptions as shall be acceptable to the Bank, with such endorsements and affirmative coverages as may be reasonably required by the Bank, and otherwise in form and substance satisfactory to the Bank and its counsel and issued by an insurance company acceptable to the Bank and its counsel and authorized to issue such insurance in the State of California; (xiii) Evidence of the County’s current hazard and rental interruption insurance for the Components for a period of at least two (2) years Maximum Base Rental, assuming an interest rate of 10% per annum, and such evidence of insurance shall be satisfactory to the Bank. The Bank shall also have received a certificate from the County stating that the County’s current policies of insurance and any self-insurance or alternative risk management programs maintained by the County comply with the provisions of Section 4.3 of the Sublease and Section 5.1(t) hereof. Any such commercial insurance policies shall be issued by insurers rated “A” or better by Best’s or approved by the Bank; (xiv) A copy of the investment policy of the County; (xv) Certificates of the Trustee and the Issuing and Paying Agent evidencing the signatures and offices of officers of each executing the Related Documents and with respect to the Issuing and Paying Agent, authorized to draw on the Letter of Credit, and with respect to such other matters as the Bank may reasonably request, and an opinion of counsel to each of the Issuing and Paying Agent and the Trustee, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (xvi) A written description of all actions, suits or proceedings pending or threatened against the County or the Corporation in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a material adverse effect on either the County’s or the Corporation’s ability to perform is obligation under this Agreement or any other Related Document and such other statements, certificates, agreements, documents and information with respect thereto as the Bank may reasonably request; and (xvii) Such other documents, certificates, opinions, approvals and filings with respect to the Related Documents and this Agreement as the Bank may reasonably request. (b) All other legal matters pertaining to the execution and delivery of this Agreement, the other Related Documents and the execution and delivery of the first installment of the Notes shall be reasonably satisfactory to the Bank and its counsel. (c) The Corporation shall have made payment to the Bank of all amounts due on the Date of Issuance under Section 7.6 hereof. (d) On the Date of Issuance, the Bank shall have received evidence that the irrevocable letters of credit issued by BMO Bank N.A. as successor in interest to Bank of the West, Xxxxx Fargo Bank, National Association, U.S. Bank National Association and State Street Bank and Trust Company on April 5, 2019 will be surrendered on the Date of Issuance.

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 Authority and the County City approving this Agreement, the Fee Letter and the other Related Documents and the the, other matters contemplated hereby and therebyhereby, and all other documents, including records of proceedings of the Corporation Authority and the CountyCity, instruments, governmental approvals, third-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 Authority and the County City stating the names and true and genuine signatures of the officers of the Corporation Authority and the County City authorized to sign this Agreement, the Fee Letter Agreement and the other documents to be delivered by the Corporation Authority and the County City 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 Xxxxx Xxxx, Note Counsel, entitling the Bank to rely on such firm’s approving Note opinion addressed to the Corporation Authority, together with an opinion to the effect that the delivery of the Letter of Credit complies with the requirements of Section 6.02 of the Trust Agreement and such other customary matters as does not, in and of itself, adversely affect the exclusion of interest on the Tax-Exempt Commercial Paper Notes for federal income tax purposes. (v) An opinion of Xxxxx Hall, Note Counsel, in form and substance satisfactory to the Bank may reasonably request; and its counsel, addressed to the Bank, to the effect that (A) Evidence this Agreement has been duly authorized, executed and delivered by the Authority and the City and constitutes a legal, valid and binding agreement of the Authority and the City enforceable against the Authority and the City in accordance with its terms (except that (i) the rating assigned enforcement of the Agreement may be limited by bankruptcy and other similar laws relating to creditors’ rights, (ii) certain equitable remedies may be unavailable and (iii) the Notes indemnification provision may be limited by S&P is “A-1,” by Fitch is “F1” securities laws and by Xxxxx’x is “P-1”; and public policy), (B) evidence from Xxxxx’xthe Letter of Credit satisfies the terms and conditions of the Trust Agreement, S&P and Xxxxx confirming that (C) the underlying unenhanced long-term rating assigned Bank is entitled to the Lease Obligation Debt by Xxxxx’x is “A1” benefits of the Trust Agreement on a parity with all holders of the Notes, and (or its equivalent), “AA” (or its equivalentD) by S&P the Authority and “AA-” (or its equivalent) by Fitch (referred the City have the authority and power to herein as the “Rating Documentation”);execute this Agreement. (vi) The Revolving Note duly executed and delivered by the Corporation Authority to the Bank;. each Component. (vii) A certificate of the County City setting forth the annual fair rental value of each Component;of (viii) Certificates of the Corporation Authority and the County City 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 that (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 Authority and the County City contained herein and or otherwise made in the other Related Documents are writing in connection herewith shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Date of Issuance;such time. (ix) An opinion of the County Counsel, City Attorney of the City as counsel to the CorporationAuthority, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank;. (x) An opinion of the County Counsel, City Attorney of the City as counsel to the CountyCity, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank;. (xi) Audited financial statements for the County City for the two most recently available fiscal years and the most recent operating budget summaries for the CountyCity’s General Fund for the current fiscal year;. (xii) Evidence of title insurance on the Components in the form of a CLTA leasehold policy (10-21-871990) of title insurance insuring the TrusteeTrustee and naming the Bank an additional insureds, in an amount not less than the Maximum Principal AmountCommitment, subject only to such exceptions as shall be acceptable to the Bank, with such endorsements and affirmative coverages as may be reasonably required by the Bank, including such endorsements as may be reasonably required by the Bank, and otherwise in form and substance satisfactory to the Bank and its their counsel and issued by an insurance company acceptable to the Bank and its counsel and authorized to issue such insurance in the State of California;. (xiii) Evidence of the CountyCity’s current hazard and rental interruption insurance for the Components for a period of at least two (2) years Maximum Base Rental, assuming an interest rate of 10% per annumComponents, and such evidence of insurance shall be satisfactory to the Bank. The Bank shall also have received a certificate from the County City’s Risk Manager stating that the CountyCity’s current policies of insurance and any self-insurance or alternative risk management programs maintained by the County City comply with the provisions of Section 4.3 of the Sublease and Section 5.1(t) hereofSublease. Any such commercial insurance policies shall name the Bank as loss payees and additional insured and shall be issued by insurers rated “A” or better by Best’s or approved by the Bank;. (xiv) A copy of the investment policy of the County; (xv) Certificates of the Trustee and the Issuing and Paying Agent evidencing the signatures and offices of officers of each executing the Related Documents and with respect to the Issuing and Paying Agent, authorized to draw on the Letter of Credit, and with respect to such other matters as the Bank may reasonably request, and an opinion of counsel to each of the Issuing and Paying Agent and the Trustee, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank;. (xv) The Original Letter of Credit shall be immediately canceled by the Trustee and surrendered to the Bank Agent on behalf of the Bank and STRS, respectively, on the Date of Issuance upon receipt by the Trustee of the Letter of Credit hereunder. (xvi) A written description of The Bank shall have received all actions, suits or proceedings pending or threatened against amounts due and owing to it under the County or Original Reimbursement Agreement pursuant to invoices provided to the Corporation in any court or before any arbitrator of any kind or before or City by any governmental or non-governmental body which could reasonably be expected to result in a material adverse effect on either the County’s or the Corporation’s ability to perform is obligation under this Agreement or any other Related Document and such other statements, certificates, agreements, documents and information with respect thereto as the Bank may reasonably request; andAgent. (xvii) The Bank shall have received evidence satisfactory to it that all amounts due and owing to STRS under the Original Reimbursement Agreement have been paid in full pursuant to invoices provided by the Bank Agent to the City. (xviii) The Offering Memorandum. (xix) Such other documents, certificates, opinions, approvals and filings with respect to the Related Documents and this Agreement as the Bank may reasonably request, including, but not limited, such documents that are required pursuant to Section 6.02 of the Trust Agreement. (b) All other legal matters pertaining to the execution and delivery of this Agreement, the other Related Documents and the execution and delivery issuance of the first installment of the Notes shall be reasonably satisfactory to the Bank and its counsel. (c) The Corporation Authority shall have made payment to the Bank of all amounts due on the Date of Issuance under Section 7.6 8.6 hereof. (d) On the Date of Issuance, the Bank shall have received evidence that the irrevocable letters of credit issued by BMO Bank N.A. as successor in interest to Bank of the West, Xxxxx Fargo Bank, National Association, U.S. Bank National Association and State Street Bank and Trust Company on April 5, 2019 will be surrendered on the Date of Issuance.

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 “F1F2+” and by Xxxxx’x is “P-1”; and (B) evidence from Xxxxx’x, S&P and Xxxxx Fitch 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 other Related Documents are true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Date of Issuance; (ix) An opinion of the County Counsel, as counsel to the Corporation, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (x) An opinion of the County Counsel, as counsel to the County, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (xi) Audited financial statements for the County for the two most recently available fiscal years and the most recent operating budget summaries for the County’s General Fund for the current fiscal year; (xii) Evidence of title insurance on the Components in the form of a CLTA leasehold policy (10-21-87) of title insurance insuring the Trustee, in an amount not less than the Maximum Principal Amount, subject only to such exceptions as shall be acceptable to the Bank, with such endorsements and affirmative coverages as may be reasonably required by the Bank, and otherwise in form and substance satisfactory to the Bank and its counsel and issued by an insurance company acceptable to the Bank and its counsel and authorized to issue such insurance in the State of California; (xiii) Evidence of the County’s current hazard and rental interruption insurance for the Components for a period of at least two (2) years Maximum Base Rental, assuming an interest rate of 10% per annum, and such evidence of insurance shall be satisfactory to the Bank. The Bank shall also have received a certificate from the County stating that the County’s current policies of insurance and any self-insurance or alternative risk management programs maintained by the County comply with the provisions of Section 4.3 of the Sublease and Section 5.1(t) hereof. Any such commercial insurance policies shall be issued by insurers rated “A” or better by Best’s or approved by the Bank; (xiv) A copy of the investment policy of the County; (xv) Certificates of the Trustee and the Issuing and Paying Agent evidencing the signatures and offices of officers of each executing the Related Documents and with respect to the Issuing and Paying Agent, authorized to draw on the Letter of Credit, and with respect to such other matters as the Bank may reasonably request, and an opinion of counsel to each of the Issuing and Paying Agent and the Trustee, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank; (xvi) A written description of all actions, suits or proceedings pending or threatened against the County or the Corporation in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a material adverse effect on either the County’s or the Corporation’s ability to perform is obligation under this Agreement or any other Related Document and such other statements, certificates, agreements, documents and information with respect thereto as the Bank may reasonably request; and (xvii) Such other documents, certificates, opinions, approvals and filings with respect to the Related Documents and this Agreement as the Bank may reasonably request. (b) All other legal matters pertaining to the execution and delivery of this Agreement, the other Related Documents and the execution and delivery of the first installment of the Notes shall be reasonably satisfactory to the Bank and its counsel. (c) The Corporation shall have made payment to the Bank of all amounts due on the Date of Issuance under Section 7.6 hereof. (d) On the Date of Issuance, the Bank shall have received evidence that the irrevocable letters of credit issued by BMO Bank N.A. as successor in interest to Bank of the West, Xxxxx Fargo Bank, National Association, U.S. Bank National Association and State Street Bank and Trust Company on April 5, 2019 will be surrendered on the Date of Issuance.