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ARTICLE III <br />CONDITIONS PRECEDENT <br />Section 11.Conditions Precedent. <br />(a)Conditions Precedent to Effectiveness. Notwithstanding anything in this <br />Agreement to the contrary, this Agreement shall not become effective until each of the following <br />conditions precedent has been satisfied or waived in writing by the WIFIA Lender in its sole <br />discretion: <br />(i)The Borrower shall have duly executed and delivered to the WIFIA <br />Lender this Agreement, the WIFIA Bond, and the WIFIA Supplemental Resolution, each <br />in form and substance satisfactory to the WIFIA Lender. <br />(ii)The Borrower shall have delivered to the WIFIA Lender complete <br />and fully executed copies of each Bond Authorization Document, together with any <br />amendments, waivers or modifications thereto, that has been entered into on or prior to the <br />Effective Date, along with a certification in the Closing Certificate that each such document <br />is complete, fully executed and in full force and effect, and that all conditions contained in <br />such documents that are necessary to the closing of the WIFIA transactions contemplated <br />hereby have been fulfilled. <br />(iii)The Borrower shall have delivered to the WIFIA Lender complete <br />and fully executed copies of each Existing Principal Project Contract, together with any <br />amendments, waivers or modifications thereto, along with a certification in the Closing <br />Certificate that each such document is complete, fully executed and in full force and effect. <br />(iv)The Borrower shall have delivered to the WIFIA Lender (A) a copy <br />of its Organizational Documents, as in effect on the Effective Date, along with a <br />certification in the Closing Certificate that such Organizational Documents are in full force <br />and effect, and (B) other than the Bond Authorization Documents, any further instruments <br />and documents (including any resolutions, ordinances, and supplements) as are necessary <br />for the Borrower to execute and deliver, and to perform its obligations under, the WIFIA <br />Loan Documents to which it is a party and to consummate and implement the transactions <br />contemplated by the WIFIA Loan Documents. <br />(v)Counsel to the Borrower shall have rendered to the WIFIA Lender <br />legal opinions satisfactory to the WIFIA Lender in its sole discretion (including those <br />opinions set forth on Exhibit G-1 (Opinions Required from Counsel to Borrower) and <br />bond counsel to the Borrower shall have rendered to the WIFIA Lender legal opinions <br />satisfactory to the WIFIA Lender in its sole discretion (including those opinions set forth <br />on Exhibit G-2 (Opinions Required from Bond Counsel)). <br />(vi)The Borrower shall have delivered to the WIFIA Lender the Non- <br />Debarment Certificate. <br />24 <br /> <br />