Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01. (a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date: (i) a certified copy of the Ordinance; (ii) a certified copy of the Master Ordinance and all amendments thereto; (iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank; (iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto; (v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iv); (vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied; (vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below; (viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) the written opinion of the City Attorney to the City addressed to the Bank, dated the Effective Date and in form and substance satisfactory to the Bank; (ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement; (x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents; (xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents; (xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request; (xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to any Designated Separate Lien Obligations is at least “[Aa2],” “[AA]” and “[AA-],” respectively; (xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note and
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy of the Master Ordinance and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iv);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (C) the written opinion of the City Attorney to the City addressed to the Bank, dated the Effective Date and in form and substance satisfactory to the Bank;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’xMoody’s, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’xMoody’s, S&P and Fitch to any Designated Separate Lien Obligations is at least “[Aa2],” “[AA]” and “[AA-],” respectively;
(xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note and
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A heretoReserved;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iviii);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (BC) the written opinion of the City Attorney to the City Note Counsel addressed to the Bank, dated the Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note andcontinues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch;
(xv) evidence satisfactory to the Bank that the Attorney General of the State of Texas has approved the proceedings of the City authorizing this Agreement and the Comptroller of Public Accounts shall have registered such proceedings;
(xvi) evidence satisfactory to the Bank that the City has complied with all of its obligations under Texas Government Code Section 2252.908 if any such obligation exists with respect to this Agreement;
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A heretoReserved;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iviii);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (BC) the written opinion of the City Attorney to the City Note Counsel addressed to the Bank, dated the Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch;
(xv) evidence satisfactory to the Bank that the Attorney General of the State of Texas has approved the proceedings of the City authorizing this Agreement and the Comptroller of Public Accounts shall have registered such proceedings;
(xvi) evidence satisfactory to the Bank that the City has complied with all of its obligations under Texas Government Code Section 2252.908 if any such obligation exists with respect to this Agreement; and
(xvii) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) a CUSIP number The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Effective Date shall be true and correct on and as of the Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2023, there has been obtained no material adverse change in (A) the Laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and reserved from Standard & Poor’s CUSIP Service the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank Note andor any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans purchase Notes in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Revolving Credit Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iviii);
(viv) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(viivi) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viiivii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) an opinion of Note Counsel, addressed to the Bank, dated the Amendment Effective Date, in the form approved by the Bank, and to the effect that the interest with respect to the Notes purchased by the Bank from time to time as provided for herein is excludable from gross income for federal income tax purposes, and including an acknowledgement that the Bank will rely on such opinion in connection with each purchase of Notes hereunder unless the Bank receives prior written notice that such opinion may no longer be relied upon, and (C) the written opinion of the City Attorney Note Counsel to the City addressed to the Bank, dated the Amendment Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement and the Fee Letter have been duly authorized, executed and delivered, and are enforceable against the City in accordance with their terms;
(viii) executed copy of the Paying Agent/Registrar Agreement;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xix) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Agreement and the other Related Documents;
(xiixi) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (Bxii) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively;, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA” and “AA-,” respectively; and
(xivxiii) written evidence such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and the other Related Documents or (B) other than as disclosed in the Commercial Paper Notes Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either of the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the purchasing of Notes and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank or any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Paying Agent/Registrar resigns or is discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Paying Agent/Registrar reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note andits counsel.
Appears in 1 contract
Samples: Note Purchase Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Amendment Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Amendment Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Amendment Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A heretoReserved;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iviii);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (BC) the written opinion of the City Attorney to the City Note Counsel addressed to the Bank, dated the Amendment Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that the Bank Note continues to be assigned a long-term unenhanced rating of at least “Baa3” (or its equivalent) or better by Xxxxx’x or “BBB-” (or its equivalent) or better by Fitch; and
(xv) such other documents, certificates and opinions as the Bank or its counsel may reasonably request and the acceptability of such documents, certificates and opinions to such counsel.
(b) (i) a CUSIP number The representations and warranties contained in Article V of this Agreement and in each other Related Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; provided, however, that if any representation or warranty contained in any Related Document relates specifically to an earlier date, such representation and warranty shall be true and correct as of such earlier date; (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from the execution, delivery or performance of this Agreement, the Fee Letter or the other Related Documents; (iii) since September 30, 2019, there has been obtained no material adverse change in (A) the laws, rules, regulations or guidelines (or the interpretation or administration thereof) applicable to the City’s ability to satisfy its obligations under this Agreement and reserved from Standard & Poor’s CUSIP Service the other Related Documents or (B) other than as disclosed in the Offering Memorandum, the business, properties, condition (financial or otherwise), or operations, present or prospective, of either the City or the Systems; (iv) the City is in compliance with the covenants set forth herein; and (v) all payments into all special funds or accounts created and established for the payment and security of all outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues of the Systems, either or both, have been made in full and that the amounts on deposit in such special funds or accounts are the amounts now required to be deposited therein.
(c) The effectiveness of this Agreement, the making of a Loan and the consummation of the other transactions contemplated by this Agreement and the Ordinance shall not contravene any law, rule or regulation applicable to the City or the Bank Note andor any request, guideline or directive (or the interpretation or administration of any of the foregoing) of any Governmental Authority with jurisdiction over either the City or the Bank.
(d) In the event that the current Issuing and Paying Agent and/or Dealers resign or are discharged by the City prior to the Amendment Effective Date, the City shall have appointed a replacement Issuing and Paying Agent and/or a replacement Dealer, as applicable, reasonably satisfactory to the Bank.
(e) All proceedings in connection with this Agreement, and all documents incidental thereto, shall be satisfactory to the Bank and its counsel.
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iv);
(vi) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(vii) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, (B) a letter from Note Counsel to the Bank authorizing the Bank to rely on its approving opinion as to the Commercial Paper Notes and (BC) the written opinion of the City Attorney to the City Note Counsel addressed to the Bank, dated the Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement, the Fee Letter and the Bank Note have been duly authorized, executed and delivered, and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xi) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note and the other Related Documents;
(xii) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’xMoody’s, “F1+” by Fitch and “A-1” by S&P; and (B) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’xMoody’s, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively, and (y) Separate Lien Obligations payable solely from the Net Revenues of the Electric Light and Power System is at least “Aa3,” “AA-” and “AA-,” respectively;
(xiv) written evidence satisfactory to the Bank that (i) a CUSIP number has been obtained and reserved from Standard & Poor’s CUSIP Service for the Bank Note and
Appears in 1 contract
Samples: Revolving Credit Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans purchase Notes in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Revolving Credit Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iviii);
(viv) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(viivi) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viiivii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) an opinion of Note Counsel, addressed to the Bank, dated the Effective Date, in the form approved by the Bank, and to the effect that the interest with respect to the Notes purchased by the Bank from time to time as provided for herein is excludable from gross income for federal income tax purposes, and including an acknowledgement that the Bank will rely on such opinion in connection with each purchase of Notes hereunder unless the Bank receives prior written notice that such opinion may no longer be relied upon, and (C) the written opinion of the City Attorney Note Counsel to the City addressed to the Bank, dated the Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement and the Fee Letter have been duly authorized, executed and delivered, and are enforceable against the City in accordance with their terms;
(viii) executed copy of the Paying Agent/Registrar Agreement;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xix) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Agreement and the other Related Documents;
(xiixi) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (Bxii) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’xMoody’s, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively;
, and (xivy) written evidence satisfactory to Separate Lien Obligations payable solely from the Bank that (i) a CUSIP number has been obtained Net Revenues of the Electric Light and reserved from Standard & Poor’s CUSIP Service for the Bank Note Power System is at least “Aa3,” “AA” and “AA-,” respectively; and
Appears in 1 contract
Samples: Note Purchase Agreement
Conditions to Closing and Effectiveness of this Agreement. The Bank’s obligation to make Loans purchase Notes in accordance with Section 2.01 hereof shall become effective on the Effective Date subject to the satisfaction of conditions in this Section 4.01.
(a) The Bank shall have received on or before the Effective Date the following, each in form and substance satisfactory to the Bank and its counsel and, unless otherwise indicated, dated the Effective Date:
(i) a certified copy of the Ordinance;
(ii) a certified copy copies of the Master Ordinance Ordinances (Separate Lien Obligations) and all amendments thereto;
(iii) a counterpart of this Agreement and the Fee Letter, duly executed by the City and the Bank;
(iv) a duly executed original of the Bank Note, complying with the provisions of Section 2.03 hereof and substantially in the form of Exhibit A hereto;
(v) executed copies of the JPMorgan Note Purchase Revolving Credit Agreement and each of the Related Documents not delivered pursuant to the immediately preceding clauses (i) through (iviii);
(viv) a certificate of an Authorized Representative, certifying that all conditions precedent set forth in the Ordinance with respect to issuance of the Commercial Paper Notes, other than the delivery of issuance requests and the other required documents and approvals relating thereto, shall have been satisfied;
(viivi) a certificate of an Authorized Representative of the City, which shall certify, among other things, as to the matters described in paragraph (b) below;
(viiivii) (A) an opinion of Note Counsel covering such matters relating to the transactions contemplated by the Related Documents as the Bank shall reasonably request, including without limitation, that all necessary action on the part of the City shall have been taken to pledge the Pledged Revenues for the benefit of the Bank, the Bank Note and the obligations of the City under this Agreement, and such pledge is valid, binding and enforceable against the City, and (B) [reserved], and (C) the written opinion of the City Attorney Note Counsel to the City addressed to the Bank, dated the Effective Date and in form and substance satisfactory Date, to the Bankeffect that this Agreement and the Fee Letter have been duly authorized, executed and delivered, and are enforceable against the City in accordance with their terms;
(viii) executed copy of the Paying Agent/Registrar Agreement;
(ix) certified copies of the Issuing and Paying Agent Agreement and each Dealer Agreement;
(x) certified copies of all approvals or authorizations by, or consents of, or notices to or registrations with, any Governmental Authority required for the City to enter into this Agreement and the Related Documents and of all such approvals, authorizations, consents, notices, or registrations required to be obtained or made prior to the Effective Date in connection with the transactions contemplated hereby and by the Related Documents;
(xix) a certificate of an Authorized Representative of the City, certifying the names and true signatures of the officers of the City authorized to sign this Agreement, the Bank Note Agreement and the other Related Documents;
(xiixi) such financial information, budgets, projections, investment policies and guidelines for permitted investments of the City as the Bank may reasonably request;
(xiii) (A) written confirmation that the Commercial Paper Notes have been rated “P-1” by Xxxxx’x, “F1+” by Fitch and “A-1” by S&P; and (Bxii) recent evidence that the unenhanced long-term debt rating assigned by Xxxxx’x, S&P and Fitch to any Designated (x) Separate Lien Obligations payable solely from the Net Revenues of the Waterworks and Sewer System is at least “[Aa2],” “[AA]” and “[AA-],” respectively;
, and (xivy) written evidence satisfactory to Separate Lien Obligations payable solely from the Bank that (i) a CUSIP number has been obtained Net Revenues of the Electric Light and reserved from Standard & Poor’s CUSIP Service for the Bank Note Power System is at least “Aa3,” “AA” and “AA-,” respectively; and
Appears in 1 contract
Samples: Note Purchase Agreement
