Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form set forth in Exhibit G hereto, executed by Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San Xxxx, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iv) An incumbency and authorization certificate executed by the City Clerk or Deputy City Clerk of Lessee, in substantially the form attached hereto as Exhibit C-2;
(v) An opinion of counsel to Lessee in form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and otherwise in form and content acceptable to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof;
(vii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered into;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, pro...
Conditions to Lessor’s Performance. This Agreement is not a commitment by Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Lease, it being understood that whether Xxxxxx enters into any proposed Lease shall be a decision solely within Lessor’s discretion. Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease. Lessee understands that Lessor requires certain documentation and information necessary to enter into any Lease and Xxxxxx agrees to provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under this Agreement, Lessee shall deliver to Lessor the following:
(i) An Acquisition Fund Agreement substantially in the form set forth in Attachment F hereto, satisfactory to Lessor and executed by Xxxxxx and the Acquisition Fund Custodian.
(ii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate with respect to its security interest in the Energy Conservation Equipment as of the Funding Date.
(iii) A certified copy of an ordinance adopted by Xxxxxx’s governing body authorizing the execution and delivery of this Agreement and the Acquisition Fund Agreement and performance by Lessee of its obligations under this Agreement and the Acquisition Fund Agreement.
(iv) A Certificate executed by a Lessee Representative, in substantially the form attached hereto as Attachment C, completed to the satisfaction of Lessor.
(v) Evidence of insurance as required by Section 7.02 hereof.
(vi) The Opinion of Counsel with respect to this Agreement and the Acquisition Fund Agreement in substantially the form attached hereto as Attachment B and otherwise satisfactory to Lessor.
(b) In addition, the performance by Lessor of any of its obligations under this Agreement and the Acquisition Fund Agreement shall be subject to: (i) no Material Adverse Change shall have occurred since the Funding Date and (ii) no Event of Default shall have occurred and be continuing since the Funding Date.
(c) Subject to satisfaction of the foregoing, Lessor will deposit the Acquisition Amount with the Acquisition Fund Custodian for deposit into the Acquisition Fund and the Delivery Costs Fund as provided in the Acquisition Fund Agreement.
(d) To the extent that Lessee designates additional Lessee Representatives that are not specifically identified in the definition of such term in this Agreement, Lessee shall promptly provide to Lessor and the Acquisition Fund Custodian a listing of such additional authorized Lessee Representatives.
