Common use of Documents to be Received Clause in Contracts

Documents to be Received. Lenders' obligations to cause the issuance of the Letters of Credit as set forth in Section 2.1 hereof are subject to the conditions precedent that, on or prior to the Date of Delivery, Lenders shall receive the following documents, all in form and substance satisfactory to Lenders: (a) executed counterparts of this Agreement, the Security Agreement and the Reimbursement Loan Note, which shall be duly executed and dated by the Corporation (except for the schedule attached thereto, which shall be undated and blank as to amount); (b) a certificate of the appropriate officer(s) of the Corporation certifying (i) that the statements contained in Sections 3.2(a) and 5.1 are true and correct, (ii) the name and true signatures of the officers of the Corporation authorized to sign this Agreement and the other documents to be delivered by the Corporation hereunder (iii) the resolutions required by Section 3.2(b) and (iv) as to such other matters as Lenders shall determine, in substantially the form attached hereto as Exhibit E; (c) all filings, notices and recordings necessary to perfect the security interest granted Lenders pursuant to the Security Agreement shall have been delivered to Lenders; (d) the Warrants ("each, a "Warrant" and together, the "Warrants") duly executed and delivered by Corporation in the forms attached hereto as Exhibit F and Exhibit G; (e) such other documents, certificates, instruments, approvals or filings as Lenders may reasonably deem necessary or appropriate, including without limitation an opinion of counsel of Corporation that each of the Transaction Documents has been duly authorized, executed and delivered.

Documents to be Received. Lenders' obligations The Bank’s obligation to cause issue the issuance of the Letters Letter of Credit as set forth in Section 2.1 hereof are is subject to the conditions precedent that, on or prior to the Date of DeliveryClosing Date, Lenders the Bank shall receive the following documents, all in form and substance satisfactory to Lendersthe Bank: (a) executed counterparts or certified copies of this Agreementthe Note Documents; provided, however, that with respect to the Notes, the Security Agreement Bank may receive Notes marked as a “specimen” and the Reimbursement Loan Note, which shall be not need to receive duly executed and dated by the Corporation (except for the schedule attached thereto, which shall be undated and blank as to amount)Notes; (b) a certificate certified copies of the appropriate officer(s) resolutions of the Corporation certifying (i) that Authority authorizing the statements contained in Sections 3.2(a) execution and 5.1 are true delivery of, and correctthe performance by the Authority of its obligations under, (ii) this Agreement, the name Note Documents and true signatures the Bank Documents, and certified copies of all other documents evidencing any other action of the officers of the Corporation authorized to sign this Agreement and the other documents to be delivered by the Corporation hereunder (iii) the resolutions required by Section 3.2(b) and (iv) as to such other matters as Lenders shall determine, in substantially the form attached hereto as Exhibit EAuthority taken with respect thereto; (c) certified copies of all filingsgovernment approvals necessary for the Authority to execute, notices deliver and recordings necessary to perfect perform its obligations under the security interest granted Lenders pursuant to Note Documents, this Agreement and the Security Agreement shall have been delivered to LendersBank Documents; (d) an opinion of bond counsel for the Warrants ("eachAuthority with respect to the matters set forth in Sections 5.1, a "Warrant" 5.2, 5.3 and together, 5.4 hereof and such other matters as the "Warrants") duly executed and delivered by Corporation in the forms attached hereto as Exhibit F and Exhibit GBank may reasonably request; (e) such other documents, certificates, instruments, approvals or filings as Lenders may reasonably deem necessary or appropriate, including without limitation an opinion of counsel the General Counsel of Corporation that the Authority with respect to the matters set forth in Section 5.5 hereof, which may be qualified by knowledge; (f) this Agreement, the Fee Letter and the Bank Note executed on behalf of the Authority; (g) an incumbency certificate of the Authority in respect of each of the Transaction officers who is authorized to sign this Agreement, the Notes (including the Bank Note), the Fee Letter and the Note Documents on behalf of the Authority; (h) confirmation that the credit ratings assigned to the Notes (“A3” by Xxxxx’x and “A-” by S&P) by each Rating Agency rating the Notes remains in effect as of the Closing Date; (i) the Bank shall have determined (in its sole and absolute discretion) that (1) neither the issuance of the Letter of Credit, nor the consummation of any of the transactions contemplated by this Agreement or any of the Note Documents, will violate any law, rule, guideline or regulation (or interpretation or administration thereof) applicable to the Authority, the Bank, the Letter of Credit or this Agreement, and (2) no material adverse change in the financial condition, business, assets, liabilities or prospects of the Authority shall have occurred; (j) a certificate signed by an Authorized Officer of the Authority to the following effect: (i) the representations and warranties of the Authority set forth in Article 5 hereof are true and correct in all material respects on and as of the Closing Date as though made on and as of such Closing Date; and (ii) as of the Closing Date, no event has been duly authorizedoccurred and is continuing, executed or would result directly or indirectly from the issuance of the Letter of Credit, which constitutes an Event of Default hereunder or which would constitute a Default hereunder; (k) the Authority shall have paid all fees and deliveredexpenses as provide in Section 2.2(a)(i)-(iv) and Section 11.2 hereof.

Documents to be Received. Lenders' Lender's obligations to cause the issuance of the Letters Letter of Credit as set forth in Section SECTION 2.1 hereof are subject to the conditions precedent that, on or prior to the Date of Delivery, Lenders Lender shall receive the following documents, all in form and substance satisfactory to LendersLender: (aA) executed counterparts of the this Agreement, the Security Agreement and the Reimbursement Loan Note, which shall be duly executed and dated by the Corporation (except for the schedule attached thereto, which shall be undated and blank as to amount); (bB) a certificate of the appropriate officer(s) of the Corporation certifying (i) that the statements contained in Sections SECTIONS 3.2(a) and 5.1 are true and correct, (ii) the name and true signatures of the officers of the Corporation authorized to sign this Agreement and the other documents to be delivered by the Corporation hereunder and (iii) the resolutions required by Section 3.2(b) and (iv) as to such other matters as Lenders Lender shall determine, in substantially the form attached hereto as Exhibit EEXHIBIT C; (cC) all filings, notices and recordings necessary to perfect the security interest granted Lenders Lender pursuant to the Security Agreement shall have been delivered to LendersLender; (dD) the Warrants ("each, a "Warrant" and together, the "Warrants") Warrant duly executed and delivered by Corporation in the forms form attached hereto as Exhibit F and Exhibit GEXHIBIT D; (e) such other documents, certificates, instruments, approvals or filings as Lenders may reasonably deem necessary or appropriate, including without limitation an opinion of counsel of Corporation that each of the Transaction Documents has been duly authorized, executed and delivered.

Documents to be Received. Lenders' obligations to cause the issuance of the Letters of Credit as set forth in Section SECTION 2.1 hereof are subject to the conditions precedent that, on or prior to the Date of Delivery, Lenders shall receive the following documents, all in form and substance satisfactory to Lenders: (aA) executed counterparts of this Agreement, the Security Agreement and the Reimbursement Loan Note, which shall be duly executed and dated by the Corporation (except for the schedule attached thereto, which shall be undated and blank as to amount); (bB) a certificate of the appropriate officer(s) of the Corporation certifying (i) that the statements contained in Sections 3.2(aSECTIONS 3.2(A) and 5.1 are true and correct, (ii) the name and true signatures of the officers of the Corporation authorized to sign this Agreement and the other documents to be delivered by the Corporation hereunder and (iii) the resolutions required by Section 3.2(b) and (iv) as to such other matters as Lenders shall determine, in substantially the form attached hereto as Exhibit EXHIBIT E; (cC) all filings, notices and recordings necessary to perfect the security interest granted Lenders pursuant to the Security Agreement shall have been delivered to Lenders; (dD) the Warrants ("each, a "Warrant" and together, the "Warrants") Warrant duly executed and delivered by Corporation in the forms form attached hereto as Exhibit F and Exhibit GEXHIBIT F; (eE) such other documents, certificates, instruments, approvals or filings as Lenders may reasonably deem necessary or appropriate, including without limitation an opinion of counsel of Corporation that each of the Transaction Documents has been duly authorized, executed and delivered.

Documents to be Received. Lenders' Lender's obligations to cause the issuance of the Letters of Credit as set forth in Section SECTION 2.1 hereof are subject to the conditions precedent that, on or prior to the Date of Delivery, Lenders Lender shall receive the following documents, all in form and substance satisfactory to LendersLender: (a) executed counterparts of the this Agreement, the Security Agreement and the Reimbursement Loan Note, which shall be duly executed and dated by the Corporation (except for the schedule attached thereto, which shall be undated and blank as to amount); (b) a certificate of the appropriate officer(s) of the Corporation certifying (i) that the statements contained in Sections 3.2(aSECTIONS 3.2(A) and 5.1 are true and correct, (ii) the name and true signatures of the officers of the Corporation authorized to sign this Agreement and the other documents to be delivered by the Corporation hereunder and (iii) the resolutions required by Section 3.2(b) and (iv) as to such other matters as Lenders Lender shall determine, in substantially the form attached hereto as Exhibit EEXHIBIT D; (c) all filings, notices and recordings necessary to perfect the security interest granted Lenders Lender pursuant to the Security Agreement shall have been delivered to LendersLender; (d) the Warrants ("each, a "Warrant" and together, the "Warrants") Warrant duly executed and delivered by Corporation in the forms form attached hereto as Exhibit F and Exhibit GEXHIBIT E; (e) such other documentsthe Notification of Assignment duly executed and delivered by Corporation and acknowledged, certificates, instruments, approvals or filings consented and agreed to by Boatmen's POS in the form attached as Lenders may reasonably deem necessary or appropriate, including without limitation Exhibit A to the Security Agreement; (f) a copy of a fairness opinion delivered to the Corporation from an opinion established provider of counsel of Corporation financial services (unaffiliated with Lender) that each the terms of the Transaction Documents has been duly authorized, executed and delivered.provision of such letter of credit are fair tot he Corporation from a financial point of view;