delivered by the Issuer and the Trustee, the Loan Agreement shall have been
executed and delivered by the Issuer and the Obligor, the Reimbursement
Agreement shall have been executed and delivered by the Obligor and the Bank,
and the Letter of Credit shall have been executed and delivered by the Bank.
(c) At the Closing, the Issuer shall deliver the Bonds duly
executed.
(d) At or prior to the Closing, the Placement Agent shall receive
the following documents in such number of counterparts as shall be mutually
agreeable to the Placement Agent, the Issuer and the Obligor:
(1) The opinion of Wolff & Samson, counsel to the Obligor,
dated the date of Closing;
(2) The approving opinion of Watkins Ludlam Winter & Stennis,
P.A., Bond Counsel, dated the date of Closing;
(3) The supplemental opinion of Watkins Ludlam Winter &
Stennis, P.A., Bond Counsel, dated the date of Closing;
(4) The preference opinion of Watkins Ludlam Winter & Stennis,
P.A., dated the date of Closing addressed to the Placement Agent;
(5) The enforceability opinion of Bodman LLP, counsel to the
Bank, dated the date of Closing, addressed to the Placement Agent,
the Issuer and the Trustee;
(6) A certificate dated the date of Closing and signed by an
authorized official of the Obligor acceptable to the Placement Agent
to the effect that (A) each of the representations and warranties of
the Obligor set forth herein and in the Loan Agreement and the
Reimbursement Agreement shall be accurate as if made on and as of
the date of Closing, (B) all of the conditions and agreements
required in this Agreement and the Reimbursement Agreement to be
satisfied or performed by the Obligor at or prior to the date of
Closing shall have been satisfied or performed in the manner and
with the effect contemplated herein, and (C) as of the date of
Closing, no Event of Default on the part of the Obligor under the
Loan Agreement or the Reimbursement Agreement has occurred and is
continuing and no event has occurred and is continuing which, with
the lapse of time or the giving of notice, or both, would constitute
such an Event of Default;
(7) A certificate dated the date of Closing and signed by a
member or an authorized officer of the Issuer to the effect that (A)
each of the representations and warranties of the Issuer set forth
herein and in the Indenture and the Loan Agreement shall be accurate
as if made on and as of the date of Closing, (B) all of the
conditions and agreements required in this Agreement to be satisfied
or performed by the Issuer at or prior to the date of Closing shall
have been satisfied or performed in the manner and with the effect
contemplated herein and (C) as of
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