Delivery of Bonds. (a) Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds to the Trustee and the Trustee, upon written order of the Authority, shall authenticate the Bonds and deliver them to the Placement Agent in accordance with the provisions of this Section 212. (b) Prior to or simultaneously with the delivery by the Trustee of any of the Bonds there shall be filed with the Trustee the following: (i) Original executed counterparts of the Loan Agreement, this Indenture, the Escrow Deposit Agreement, the Reimbursement Agreement, the originally executed Initial Letter of Credit and the other originally executed Loan Documents. (ii) A copy, duly certified by the Secretary or Assistant Secretary of the Borrower, of the resolution (iii) A copy, duly certified by the Executive Director, Secretary or Assistant Secretary of the Authority, of the resolution or resolutions adopted by the Authority authorizing the execution and delivery of the Loan Agreement, the Escrow Deposit Agreement, the Placement Agreement and this Indenture and the issuance, execution and delivery of the Bonds. (iv) An opinion of counsel for the Borrower and Corporate Guarantor stating in the opinion of such counsel that the Loan Agreement, the Reimbursement Agreement and the Loan Documents have each been duly authorized by and lawfully executed and delivered on behalf of the Borrower and Corporate Guarantor, as applicable, are in full force and effect and are valid, binding and enforceable against the Borrower and Corporate Guarantor in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability. (v) An opinion of Bond Counsel for the Authority stating in the opinion of such counsel that the Loan Agreement, the Escrow Deposit Agreement and this Indenture have each been duly authorized by and lawfully executed and delivered on behalf of the Authority, are in full force and effect and are valid, binding and enforceable against the Authority in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability. (vi) An original executed counterpart of a certificate with respect to the compliance with Federal arbitrage requirements from the Authority given in part in reliance on a certificate from the Borrower along with an original executed counterpart of the Borrower's certificate. (vii) An opinion of Bond Counsel for the Authority stating in the opinion of such Bond Counsel that: (a) the Authority is duly authorized and entitled to issue the Bonds and, upon the execution, authentication and delivery thereof, the Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Authority; and (b) interest income on the Bonds is exempt from inclusion as gross income under the Code subject to certain PAGE 217 limitations, more fully set forth therein; and (c) interest income is not includable as gross income under the New Jersey Gross Income Tax Act (P.L. 1976, Chapter 47). (viii) An opinion of counsel for the Bank stating in the opinion of such counsel addressed to the Authority, the Borrower and the Trustee that: the Letter of Credit has been duly authorized by and lawfully executed and delivered on behalf of the Bank, is in full force and effect and is valid and enforceable against the Bank in accordance with its terms, except (i) as may be limited by (a) bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally as such laws would apply in the event of the bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar occurrence with respect to or affecting the Bank, (b) the powers of Federal Regulatory bodies to appoint the Federal Deposit Insurance Corporation as receiver to take possession of the Bank's assets and to pay creditors of the Bank and (c) general principles of equity, and (ii) no opinion is expressed as to (a) the ability of a court of appropriate jurisdiction to enjoin the ability of the Bank to honor a draft or demand for payment under the Letter of Credit in the event of a presentation of documents that are forged or fraudulent or there is fraud in the transaction or (b) the availability of equitable remedies to persons seeking to enforce the Letter of Credit. (ix) An opinion of Bond Counsel for the Authority addressed to the Authority and the Trustee to the effect that payments on the Bonds from Available Moneys will not constitute preferential payments pursuant to the provisions of the Federal Bankruptcy Code in a bankruptcy proceeding by or against the Authority, the Borrower, the Corporate Guarantor or the Bank. (x) An authorization to the Trustee, signed by an Authorized Authority Representative, to authenticate and deliver the Bonds to the Placement Agent therein identified. and (xi) An executed copy of the Placement Agreement.
Appears in 1 contract
Samples: Indenture of Trust (Burlington Coat Factory Warehouse Corp)
Delivery of Bonds. (a) Upon the execution and delivery of this Indenture, the Authority Issuer shall execute and deliver the Bonds to the Trustee and the Trustee, upon written order of and the Authority, Trustee shall authenticate the Bonds and deliver them to or upon the Placement Agent in accordance with order of the provisions of this Section 212.
(b) Prior to or simultaneously with the delivery Issuer upon receipt by the Trustee of any of the Bonds there shall be filed with the Trustee the following:
(ia) Original executed counterparts of the Loan Agreement, this Indenture, the Escrow Deposit Financing Agreement, the Reimbursement Tax Regulatory Agreement, the originally executed Initial Letter of Credit and Tax Certificate, the other originally executed Loan Documents.
(ii) A copy, duly certified by the Secretary or Assistant Secretary of the Borrower, of the resolution
(iii) A copy, duly certified by the Executive Director, Secretary or Assistant Secretary of the Authority, of the resolution or resolutions adopted by the Authority authorizing the execution and delivery of the Loan Remarketing Agreement, the Escrow Deposit Intercreditor Agreement, the Placement Agreement and this Indenture and Pledge Agreement, the issuance, execution and delivery of the Bonds.
(iv) An opinion of counsel for the Borrower and Corporate Guarantor stating in the opinion of such counsel that the Loan Credit Enhancement Agreement, the Reimbursement Agreement and the Loan Documents have each been Rehabilitation Escrow Agreement;
(b) an opinion of Bond Counsel to the effect that the Issuer is duly authorized by organized and lawfully existing under the laws of the State and has duly authorized, executed and delivered on behalf this Indenture, other loan documents to which it is a party and the Bonds and that the Bonds are entitled to the benefits of this Indenture and are valid and binding special, limited obligations of the Issuer enforceable in accordance with their terms subject to customary exceptions;
(c) sale proceeds of the Bonds, together with accrued interest thereon, if any;
(d) the Bond Mortgage Note;
(e) a copy of the Bond Mortgage and the Reimbursement Mortgage;
(f) an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the agreements described herein to which it is a party, that its execution and delivery of and performance of its covenants in such agreements do not contravene law or any provision of any other agreement to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower, and are legal, valid and binding agreements of the Borrower and Corporate Guarantor, as applicable, are in full force and effect and are valid, binding and enforceable against the Borrower and Corporate Guarantor in accordance with the their respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.terms;
(vg) An an opinion of Bond Counsel for the Authority stating in the opinion of such counsel that the Loan Agreement, the Escrow Deposit Agreement and this Indenture have each been duly authorized by and lawfully executed and delivered on behalf of the Authority, are in full force and effect and are valid, binding and enforceable against the Authority in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(vi) An original executed counterpart of a certificate with respect to the compliance with Federal arbitrage requirements from the Authority given in part in reliance on a certificate from the Borrower along with an original executed counterpart of the Borrower's certificate.
(vii) An opinion of Bond Counsel for the Authority stating in the opinion of such Bond Counsel that: (a) the Authority is duly authorized and entitled to issue the Bonds and, upon the execution, authentication and delivery thereof, the Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Authority; and (b) interest income on the Bonds is exempt from inclusion as gross income under the Code subject to certain PAGE 217 limitations, more fully set forth therein; and (c) interest income is not includable as gross income under the New Jersey Gross Income Tax Act (P.L. 1976, Chapter 47).
(viii) An opinion of counsel for the Bank stating in the opinion of such counsel addressed to the Authority, the Borrower and the Trustee that: the Letter of Credit has been duly authorized by and lawfully executed and delivered on behalf of the Bank, is in full force and effect and is valid and enforceable against the Bank in accordance with its terms, except (i) as may be limited by (a) bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally as such laws would apply in the event of the bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar occurrence with respect to or affecting the Bank, (b) the powers of Federal Regulatory bodies to appoint the Federal Deposit Insurance Corporation as receiver to take possession of the Bank's assets and to pay creditors of the Bank and (c) general principles of equity, and (ii) no opinion is expressed as to (a) the ability of a court of appropriate jurisdiction to enjoin the ability of the Bank to honor a draft or demand for payment under the Letter of Credit in the event of a presentation of documents that are forged or fraudulent or there is fraud in the transaction or (b) the availability of equitable remedies to persons seeking to enforce the Letter of Credit.
(ix) An opinion of Bond Counsel for the Authority addressed to the Authority and the Trustee to the effect that payments the interest on the Bonds Bonds, under laws in effect on the date of such opinion, is excluded from Available Moneys will not constitute preferential payments pursuant to the provisions gross income for federal income tax purposes and, where applicable, for State income tax purposes;
(h) a certified copy of the Federal Bankruptcy Code in a bankruptcy proceeding by or against the Authority, the Borrower, the Corporate Guarantor or the Bank.Bond Resolution;
(xi) An an approving opinion of the Attorney General of the State along with a Certificate of the Comptroller of Public Accounts; and
(j) the written request and authorization to the Trustee, signed Trustee by an Authorized Authority Representative, the Issuer to authenticate and deliver the Bonds to the Placement Agent therein identified. and (xi) An executed copy initial purchasers thereof upon payment to the Trustee, for the account of the Placement Issuer, of the sum specified as the purchase price therefor in such request and authorization; and
(k) receipt by the Trustee of the amounts specified in Section 2.11 of this Indenture and Section 3.3 of the Financing Agreement.
Appears in 1 contract
Samples: Trust Indenture
Delivery of Bonds. (a) Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds to the Trustee and the Trustee, upon written order of the Authority, shall authenticate the Bonds and deliver them to the Placement Agent in accordance with the provisions of this Section 212.
(b) Prior to or simultaneously with the delivery by the Trustee of any of the Bonds there shall be filed delivered to the Trustee:
(a) executed counterparts of this Indenture, the Financing Agreement, the Regulatory Agreement, the Tax Certificate, the Remarketing Agreement, the Intercreditor Agreement, the Pledge Agreement, the Construction Phase Financing Agreement and the Construction Phase Credit Documents;
(b) an opinion of Bond Counsel to the effect that this Indenture and the Bonds are valid and binding limited obligations of the Issuer enforceable upon the Issuer in accordance with their respective terms, subject to customary exceptions;
(c) sale proceeds of the Trustee Bonds;
(d) the following:Bond Mortgage Note;
(e) the Bond Mortgage;
(f) the Reimbursement Mortgage;
(g) an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the agreements described herein to which it is a party, that its execution and delivery of and performance of its covenants in such agreements do not contravene law or any provision of any other agreement to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower and are legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their respective terms;
(h) an opinion of Bond Counsel to the effect that the interest on the Bonds, under laws in effect on the date of such opinion, is excluded from gross income of the Holders thereof for federal income tax purposes and, where applicable, for State income tax purposes;
(i) Original executed counterparts a certified copy of the Loan Agreement, this Indenture, the Escrow Deposit Agreement, the Reimbursement Agreement, the originally executed Initial Letter of Credit and the other originally executed Loan Documents.
(ii) A copy, duly certified by the Secretary or Assistant Secretary of the Borrower, of the resolution
(iii) A copy, duly certified by the Executive Director, Secretary or Assistant Secretary of the Authority, of the Issuer’s resolution or resolutions adopted by the Authority authorizing the execution and delivery of the Loan Agreement, the Escrow Deposit Agreement, the Placement Agreement and this Indenture and the issuance, execution and delivery issuance of the Bonds.;
(iv) An opinion of counsel for the Borrower and Corporate Guarantor stating in the opinion of such counsel that the Loan Agreement, the Reimbursement Agreement and the Loan Documents have each been duly authorized by and lawfully executed and delivered on behalf of the Borrower and Corporate Guarantor, as applicable, are in full force and effect and are valid, binding and enforceable against the Borrower and Corporate Guarantor in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(v) An opinion of Bond Counsel for the Authority stating in the opinion of such counsel that the Loan Agreement, the Escrow Deposit Agreement and this Indenture have each been duly authorized by and lawfully executed and delivered on behalf of the Authority, are in full force and effect and are valid, binding and enforceable against the Authority in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(vi) An original executed counterpart of a certificate with respect to the compliance with Federal arbitrage requirements from the Authority given in part in reliance on a certificate from the Borrower along with an original executed counterpart of the Borrower's certificate.
(vii) An opinion of Bond Counsel for the Authority stating in the opinion of such Bond Counsel that: (aj) the Authority is duly authorized written request and entitled to issue the Bonds and, upon the execution, authentication and delivery thereof, the Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Authority; and (b) interest income on the Bonds is exempt from inclusion as gross income under the Code subject to certain PAGE 217 limitations, more fully set forth therein; and (c) interest income is not includable as gross income under the New Jersey Gross Income Tax Act (P.L. 1976, Chapter 47).
(viii) An opinion of counsel for the Bank stating in the opinion of such counsel addressed to the Authority, the Borrower and the Trustee that: the Letter of Credit has been duly authorized by and lawfully executed and delivered on behalf of the Bank, is in full force and effect and is valid and enforceable against the Bank in accordance with its terms, except (i) as may be limited by (a) bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally as such laws would apply in the event of the bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar occurrence with respect to or affecting the Bank, (b) the powers of Federal Regulatory bodies to appoint the Federal Deposit Insurance Corporation as receiver to take possession of the Bank's assets and to pay creditors of the Bank and (c) general principles of equity, and (ii) no opinion is expressed as to (a) the ability of a court of appropriate jurisdiction to enjoin the ability of the Bank to honor a draft or demand for payment under the Letter of Credit in the event of a presentation of documents that are forged or fraudulent or there is fraud in the transaction or (b) the availability of equitable remedies to persons seeking to enforce the Letter of Credit.
(ix) An opinion of Bond Counsel for the Authority addressed to the Authority and the Trustee to the effect that payments on the Bonds from Available Moneys will not constitute preferential payments pursuant to the provisions of the Federal Bankruptcy Code in a bankruptcy proceeding by or against the Authority, the Borrower, the Corporate Guarantor or the Bank.
(x) An authorization to the Trustee, signed Trustee by an Authorized Authority Representative, the Issuer to authenticate and deliver the Bonds to the Placement Agent therein identified. and (xi) An executed copy initial purchasers thereof upon payment to the Trustee, for the account of the Placement Issuer, of the sum specified as the purchase price therefor in such request and authorization;
(k) receipt by the Trustee of the amounts specified in Section 2.11 of this Indenture and Section 3.3 of the Financing Agreement; and
(l) evidence that the Bonds have been assigned a rating of Aa3/A+ by Moody’s.
Appears in 1 contract
Samples: Trust Indenture
Delivery of Bonds. (a) Upon After the execution and delivery of this Indenture, the Authority Issuer shall execute and deliver the Bonds to the Trustee and the Trustee, upon written order of and the AuthorityTrustee shall authenticate, shall authenticate the Bonds and deliver them to the Placement Agent in accordance with original purchaser or purchasers thereof as directed by the provisions of this Section 212.
(b) Issuer. Prior to or simultaneously with the delivery by the Trustee of any of the Bonds Bonds, there shall be filed with the Trustee the followingTrustee:
(ia) Original a copy of the Bond Resolution duly certified by an Authorized Officer;
(b) executed counterparts of the Loan Agreement, this Indenture, the Escrow Deposit Financing Agreement, the Reimbursement Regulatory Agreement, the originally executed Initial Letter of Credit and the other originally executed Loan Documents.Tax Exemption Agreement;
(iic) A copyan opinion of Bond Counsel or counsel to the Issuer stating that the Issuer has duly adopted the Bond Resolution and has duly authorized, duly certified by the Secretary or Assistant Secretary of the Borrower, of the resolution
(iii) A copy, duly certified by the Executive Director, Secretary or Assistant Secretary of the Authority, of the resolution or resolutions adopted by the Authority authorizing the execution executed and delivery of the Loan Agreement, the Escrow Deposit Agreement, the Placement Agreement delivered this Indenture and that this Indenture and the issuanceBonds each constitute a legal, execution valid and delivery binding obligation of the Bonds.Issuer, subject to any applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors;
(ivd) An opinion of counsel for the Borrower and Corporate Guarantor stating in the opinion of such counsel that the Loan Agreement, the Reimbursement Agreement and the Loan Documents have each been duly authorized by and lawfully executed and delivered on behalf of the Borrower and Corporate Guarantor, as applicable, are in full force and effect and are valid, binding and enforceable against the Borrower and Corporate Guarantor in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(v) An an opinion of Bond Counsel for the Authority stating in the opinion of such counsel that the Loan Agreement, the Escrow Deposit Agreement and this Indenture have each been duly authorized by and lawfully executed and delivered on behalf of the Authority, are in full force and effect and are valid, binding and enforceable against the Authority in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
effect that interest on the Bonds is excludable from gross income for federal income tax purposes under existing law (vi) An original executed counterpart of a certificate except with respect to the compliance with Federal arbitrage requirements from the Authority given in part in reliance interest on any Bond for any period during which such Bond is held by a certificate from the Borrower along with an original executed counterpart “substantial user” of the Borrower's certificate.Project or by a “related person” to such a “substantial user,” each within the meaning of Section 147(a) of the Code);
(viie) An opinion of Bond Counsel for the Authority stating in the opinion of such Bond Counsel that: (a) the Authority is duly authorized a request and entitled to issue the Bonds and, upon the execution, authentication and delivery thereof, the Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Authority; and (b) interest income on the Bonds is exempt from inclusion as gross income under the Code subject to certain PAGE 217 limitations, more fully set forth therein; and (c) interest income is not includable as gross income under the New Jersey Gross Income Tax Act (P.L. 1976, Chapter 47).
(viii) An opinion of counsel for the Bank stating in the opinion of such counsel addressed to the Authority, the Borrower and the Trustee that: the Letter of Credit has been duly authorized by and lawfully executed and delivered on behalf of the Bank, is in full force and effect and is valid and enforceable against the Bank in accordance with its terms, except (i) as may be limited by (a) bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally as such laws would apply in the event of the bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar occurrence with respect to or affecting the Bank, (b) the powers of Federal Regulatory bodies to appoint the Federal Deposit Insurance Corporation as receiver to take possession of the Bank's assets and to pay creditors of the Bank and (c) general principles of equity, and (ii) no opinion is expressed as to (a) the ability of a court of appropriate jurisdiction to enjoin the ability of the Bank to honor a draft or demand for payment under the Letter of Credit in the event of a presentation of documents that are forged or fraudulent or there is fraud in the transaction or (b) the availability of equitable remedies to persons seeking to enforce the Letter of Credit.
(ix) An opinion of Bond Counsel for the Authority addressed to the Authority and the Trustee to the effect that payments on the Bonds from Available Moneys will not constitute preferential payments pursuant to the provisions of the Federal Bankruptcy Code in a bankruptcy proceeding by or against the Authority, the Borrower, the Corporate Guarantor or the Bank.
(x) An authorization to the Trustee, Trustee by the Issuer and signed by an Authorized Authority Representative, Officer to authenticate and deliver the Bonds to or at the Placement Agent therein identified. and (xi) An executed copy direction of the Placement Agreementpurchasers thereof upon payment to the Trustee, but for the account of the Issuer, of a sum specified in such request and authorization, plus accrued interest thereon, if any, to the date of delivery. The proceeds of such payment shall be paid over to the Trustee and deposited in the various Funds and Accounts pursuant to, and as specified in, Article IV hereof; and
(f) evidence the Bonds have been rated “Aaa” by the Rating Agency. Upon receipt of these documents, the Trustee shall authenticate and deliver the Bonds to or upon the order of the purchaser thereof but only upon payment to the Trustee of the purchase price of the Bonds, together with accrued interest thereon, if any.
Appears in 1 contract
Samples: Indenture of Trust
Delivery of Bonds. (a) Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds to the Trustee and the Trustee, upon written order of the Authority, shall authenticate the Bonds and deliver them to the Placement Agent in accordance with the provisions of this Section 212.
(b) Prior to or simultaneously with the delivery by the Trustee of any of the Bonds there shall be filed delivered to the Trustee:
(a) executed counterparts of this Indenture, the Financing Agreement, the Regulatory Agreement, the Tax Certificate, the Remarketing Agreement, the Intercreditor Agreement, the Pledge Agreement, the Construction Phase Financing Agreement and the Construction Phase Credit Documents;
(b) an opinion of Bond Counsel to the effect that this Indenture and the Bonds are valid and binding limited obligations of the Issuer enforceable upon the Issuer in accordance with their respective terms, subject to customary exceptions;
(c) sale proceeds of the Trustee Bonds;
(d) the following:Bond Mortgage Note;
(e) the Bond Mortgage;
(f) the Reimbursement Mortgage;
(g) an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the agreements described herein to which it is a party, that its execution and delivery of and performance of its covenants in such agreements do not contravene law or any provision of any other agreement to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower and are legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their respective terms;
(h) an opinion of Bond Counsel to the effect that the interest on the Bonds, under laws in effect on the date of such opinion, is excluded from gross income of the Holders thereof for federal income tax purposes and, where applicable, for State income tax purposes;
(i) Original executed counterparts a certified copy of the Loan Agreement, this Indenture, the Escrow Deposit Agreement, the Reimbursement Agreement, the originally executed Initial Letter of Credit and the other originally executed Loan Documents.
(ii) A copy, duly certified by the Secretary or Assistant Secretary of the Borrower, of the resolution
(iii) A copy, duly certified by the Executive Director, Secretary or Assistant Secretary of the Authority, of the Issuer’s resolution or resolutions adopted by the Authority authorizing the execution and delivery of the Loan Agreement, the Escrow Deposit Agreement, the Placement Agreement and this Indenture and the issuance, execution and delivery issuance of the Bonds.;
(iv) An opinion of counsel for the Borrower and Corporate Guarantor stating in the opinion of such counsel that the Loan Agreement, the Reimbursement Agreement and the Loan Documents have each been duly authorized by and lawfully executed and delivered on behalf of the Borrower and Corporate Guarantor, as applicable, are in full force and effect and are valid, binding and enforceable against the Borrower and Corporate Guarantor in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(v) An opinion of Bond Counsel for the Authority stating in the opinion of such counsel that the Loan Agreement, the Escrow Deposit Agreement and this Indenture have each been duly authorized by and lawfully executed and delivered on behalf of the Authority, are in full force and effect and are valid, binding and enforceable against the Authority in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(vi) An original executed counterpart of a certificate with respect to the compliance with Federal arbitrage requirements from the Authority given in part in reliance on a certificate from the Borrower along with an original executed counterpart of the Borrower's certificate.
(vii) An opinion of Bond Counsel for the Authority stating in the opinion of such Bond Counsel that: (aj) the Authority is duly authorized written request and entitled to issue the Bonds and, upon the execution, authentication and delivery thereof, the Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Authority; and (b) interest income on the Bonds is exempt from inclusion as gross income under the Code subject to certain PAGE 217 limitations, more fully set forth therein; and (c) interest income is not includable as gross income under the New Jersey Gross Income Tax Act (P.L. 1976, Chapter 47).
(viii) An opinion of counsel for the Bank stating in the opinion of such counsel addressed to the Authority, the Borrower and the Trustee that: the Letter of Credit has been duly authorized by and lawfully executed and delivered on behalf of the Bank, is in full force and effect and is valid and enforceable against the Bank in accordance with its terms, except (i) as may be limited by (a) bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally as such laws would apply in the event of the bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar occurrence with respect to or affecting the Bank, (b) the powers of Federal Regulatory bodies to appoint the Federal Deposit Insurance Corporation as receiver to take possession of the Bank's assets and to pay creditors of the Bank and (c) general principles of equity, and (ii) no opinion is expressed as to (a) the ability of a court of appropriate jurisdiction to enjoin the ability of the Bank to honor a draft or demand for payment under the Letter of Credit in the event of a presentation of documents that are forged or fraudulent or there is fraud in the transaction or (b) the availability of equitable remedies to persons seeking to enforce the Letter of Credit.
(ix) An opinion of Bond Counsel for the Authority addressed to the Authority and the Trustee to the effect that payments on the Bonds from Available Moneys will not constitute preferential payments pursuant to the provisions of the Federal Bankruptcy Code in a bankruptcy proceeding by or against the Authority, the Borrower, the Corporate Guarantor or the Bank.
(x) An authorization to the Trustee, signed Trustee by an Authorized Authority Representative, the Issuer to authenticate and deliver the Bonds to the Placement Agent therein identified. and (xi) An executed copy initial purchasers thereof upon payment to the Trustee, for the account of the Placement Issuer, of the sum specified as the purchase price therefor in such request and authorization;
(k) receipt by the Trustee of the amounts specified in Section 2.11 of this Indenture and Section 3.3 of the Financing Agreement; and
(l) evidence that the Bonds have been assigned a rating of Aa3/A+ by Xxxxx’x.
Appears in 1 contract
Samples: Trust Indenture
Delivery of Bonds. (a) Upon the execution and delivery of this Indenture, or a respective supplement hereto, the Authority Issuer shall execute and deliver the Bonds to the Trustee and the Trustee, upon written order and the Trustee shall authenticate, the respective Series of the Authority, shall authenticate the Bonds and deliver them to the Placement Agent purchasers thereof as directed by the Issuer as hereinafter in accordance with the provisions of this Section 212.
(b) provided. Prior to or simultaneously with the delivery by the Trustee of any Series of the Bonds there shall be filed or deposited with the Trustee the followingat closing:
(i) Original executed counterparts of the Loan Agreement, this Indenture, the Escrow Deposit Agreement, the Reimbursement Agreement, the originally executed Initial Letter of Credit and the other originally executed Loan Documents.
(iiA) A copy, duly certified by the Secretary or Assistant Secretary of the Borrower, of the resolution
(iii) A copy, duly certified by the Executive Director, Secretary or Assistant Secretary of the Authority, of the resolution or resolutions adopted by the Authority authorizing Issuer approving the execution issuance of such Series of Bonds.
(B) Executed counterparts of this Indenture, any supplement thereto and delivery the Continuing Disclosure Undertaking.
(C) A request and authorization to the Trustee on behalf of the Loan Agreement, Issuer and signed by the Escrow Deposit Agreement, Chairperson of the Placement Agreement Issuer to authenticate and deliver the Series of Bonds in accordance with the resolution awarding such Series of Bonds.
(D) An opinion of general counsel for the Issuer stating that this Indenture and the other agreements to which the Issuer is a party related to the issuance of the Series of Bonds have been duly authorized by the Issuer and this Indenture and the issuance, execution and delivery other agreements to which the Issuer is a party related to the issuance of the BondsSeries of Bonds have been duly executed and delivered by the Issuer and, assuming proper authorization and execution by the other parties thereto, this Indenture and the other agreements to which the Issuer is a party related to the issuance of the Series of Bonds are valid and binding agreements, enforceable against the Issuer in accordance with their terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting the enforcement of creditors’ rights generally).
(iv) An opinion of counsel for the Borrower and Corporate Guarantor stating in the opinion of such counsel that the Loan Agreement, the Reimbursement Agreement and the Loan Documents have each been duly authorized by and lawfully executed and delivered on behalf of the Borrower and Corporate Guarantor, as applicable, are in full force and effect and are valid, binding and enforceable against the Borrower and Corporate Guarantor in accordance with the respective terms thereof, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(vE) An opinion of Bond Counsel for the Authority stating in the opinion of such counsel that the Loan AgreementSeries of Bonds and the Indenture or supplemental indenture, the Escrow Deposit Agreement and this Indenture have each been duly authorized by and lawfully executed and delivered on behalf of the Authorityas applicable, are in full force valid and effect and are validbinding obligations, binding and enforceable against the Authority Issuer in accordance with their terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting the respective terms thereofenforcement of creditors’ rights generally) and that (unless such Series of Bonds is issued as Taxable Bonds) interest on such Series of Bonds is not included in the gross income of the Owners of that Series of Bonds for federal income tax purposes. In addition, except to the extent certain bankruptcy laws and equitable principles may affect enforceability.
(vi) An original executed counterpart of a certificate with respect to the compliance with Federal arbitrage requirements from the Authority given in part in reliance on a certificate from the Borrower along with an original executed counterpart delivery of the Borrower's certificate.Series 2010 Bonds there shall be filed or deposited with the Trustee at closing:
(viiA) An opinion A copy of Bond Counsel for the Authority stating in fully executed Management Agreement;
(B) A copy of the opinion fully executed Ground Sublease Agreement; and
(C) A copy of such Bond Counsel that: (a) the Authority is duly authorized fully executed Development Agreement. Upon receipt of these documents and entitled to issue the Bonds and, upon the execution, authentication and delivery thereofamounts, the Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Authority; and (b) interest income on the Bonds is exempt from inclusion as gross income under the Code subject to certain PAGE 217 limitations, more fully set forth therein; and (c) interest income is not includable as gross income under the New Jersey Gross Income Tax Act (P.L. 1976, Chapter 47).
(viii) An opinion of counsel for the Bank stating in the opinion of such counsel addressed to the Authority, the Borrower and the Trustee that: the Letter of Credit has been duly authorized by and lawfully executed and delivered on behalf of the Bank, is in full force and effect and is valid and enforceable against the Bank in accordance with its terms, except (i) as may be limited by (a) bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally as such laws would apply in the event of the bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar occurrence with respect to or affecting the Bank, (b) the powers of Federal Regulatory bodies to appoint the Federal Deposit Insurance Corporation as receiver to take possession of the Bank's assets and to pay creditors of the Bank and (c) general principles of equity, and (ii) no opinion is expressed as to (a) the ability of a court of appropriate jurisdiction to enjoin the ability of the Bank to honor a draft or demand for payment under the Letter of Credit in the event of a presentation of documents that are forged or fraudulent or there is fraud in the transaction or (b) the availability of equitable remedies to persons seeking to enforce the Letter of Credit.
(ix) An opinion of Bond Counsel for the Authority addressed to the Authority and the Trustee to the effect that payments on the Bonds from Available Moneys will not constitute preferential payments pursuant to the provisions of the Federal Bankruptcy Code in a bankruptcy proceeding by or against the Authority, the Borrower, the Corporate Guarantor or the Bank.
(x) An authorization to the Trustee, signed by an Authorized Authority Representative, to shall authenticate and deliver the Series of Bonds to, or upon the order of, the purchasers thereof, but only upon payment to the Placement Agent therein identified. and (xi) An executed copy Trustee of the Placement Agreementpurchase price of such Series of Bonds. The proceeds received by the Trustee from the sale of such Series of Bonds, if any, shall be deposited in the various funds and accounts specified in, and pursuant to, Section 2.10 below.
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Samples: Trust Indenture
