(b) On or before the date of issuance of the Letter of Credit, the Bank
shall have received the following, each dated contemporaneous with the date of
issuance of the Letter of Credit and in form and substance satisfactory to the
(i) Certified copies of resolutions of the Board of Directors of the
Obligor approving this Agreement, the form and content of the Letter of
Credit and the other matters and documents contemplated hereby.
(ii) A Certificate of the Secretary or an Assistant Secretary of the
Obligor, certifying the names and true signatures and incumbency of the
officers of the Obligor, authorized to sign this Agreement, and the other
documents to be delivered by it hereunder.
(iii) Certified copies of the Articles of Incorporation of the
Obligor and certificates of good standing for the Obligor from each
jurisdiction in which its conduct or activities require it to be licensed
to do business.
(iv) A full set of the Obligor's Bylaws duly certified by the
Secretary or an Assistant Secretary of the Obligor.
(v) Favorable opinion of Wolff and Samson counsel for the Obligor
and the Guarantor (as defined herein), in form and substance satisfactory
to the Bank.
(vi) A favorable opinion of Watkins, Ludden, Winter & Stennis, P.A.,
as Bond Counsel, in form and substance satisfactory to the Bank.
(vii) A favorable opinion of Bodman LLP, as counsel for the Bank, in
form and substance satisfactory to the Bank.
(viii) An executed copy of the Indenture (or a copy thereof
certified as to authenticity by the Trustee)
(ix) An executed copy of that certain Loan Agreement dated as of the
Execution Date between the Issuer and the Obligor (the "Loan Agreement")
(or a copy thereof certified as to authenticity by Counsel for or an agent
of the Issuer).
(x) Counterpart originals of the guarantees, mortgages, security
agreements, subordination agreements and other documents constituting the
Collateral Documents (as defined in Section 9 of this Agreement) together
with evidence of such recordings, filings of financing statements or of
other actions necessary or desirable to establish the priority of lien in
the Security (as defined in Section 9 of this Agreement) as the Bank may
(xi) A copy of the Private Placement Memorandum (together with the
documents incorporated therein by reference, herein called the "Private
Placement Memorandum") of the Issuer relating to the Bonds.