OFFERING AND REMARKETING AGREEMENT

EXHIBIT 10.62

 

 

OFFERING AND REMARKETING AGREEMENT

 

between

 

PROVENA FOODS INC.,

a California corporation

 

and

 

RBC DAIN RAUSCHER, INC.

 

Dated as of December 1, 2003

 

 

TABLE OF CONTENTS

 

 

 

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OFFERING AND REMARKETING AGREEMENT

 

THIS OFFERING AND REMARKETING AGREEMENT , dated as of December 1, 2003 (this “Agreement”), is between PROVENA FOODS INC. , a California corporation (the “Corporation”), and RBC DAIN RAUSCHER, INC. , a New York corporation (as offering agent, the “Offering Agent”; as remarketing agent, the “Remarketing Agent”; and as Offering Agent and Remarketing Agent, the “Agent”).

 

BACKGROUND

 

The Corporation has determined to issue its Variable/Fixed Rate Demand Bonds (the “Bonds”) in one or more series (each a “Series of Bonds”) pursuant to an Indenture of Trust, dated as of December 1, 2003 (as supplemented and amended from time to time, the “Indenture”), between the Corporation and U.S. Bank National Association, Los Angeles, California, as trustee (the “Trustee”). The proceeds of each Series of Bonds will be made available to the Corporation, and the Corporation will agree to make payments sufficient to pay the principal and purchase price of, premium, if any, and interest on the Bonds of such Series, and certain other expenses, pursuant to the Indenture. The proceeds of each Series of Bonds will be used by the Corporation for its authorized and lawful corporate purposes. To secure a Series of Bonds, the Corporation will have the option of causing to be delivered to the Trustee a letter of credit, bank bond purchase agreement, revolving credit agreement, surety bond or insurance policy, conforming to the requirements of the Indenture, in a stated amount sufficient to secure the payment of principal and purchase price of, and interest and premium on, such Series of Bonds; under the circumstances specified in the Indenture, Enhanced Series may become Unenhanced Series, and Unenhanced Series may become Enhanced Series, as such terms are defined in the Indenture. Each Series of Bonds will be registered in the name of a nominee of The Depository Trust Company (“DTC”), New York, New York.

 

The Indenture contemplates an offering of each Series of Bonds and beneficial interests therein. The Corporation wishes to engage the Offering Agent to perform such activities and duties as are specified herein to apply to the Offering Agent with respect to each Series of Bonds and beneficial interests therein. The Indenture further contemplates the potential purchase of Bonds and beneficial interests therein, from time to time, from each owner of a Bond or beneficial interest therein by one or more purchasers found by the Remarketing Agent in the event of the optional or mandatory tender of the Bonds or beneficial interests therein pursuant to the Indenture. The Corporation wishes to engage the Remarketing Agent to remarket such Bonds and beneficial interests, and to perform such activities and duties as are specified herein to apply to the Remarketing Agent with respect to the Bonds and beneficial interests therein. The Agent, upon the terms and subject to the satisfaction of the conditions contained herein, is willing to enter into such engagements. Thus, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS AND INTERPRETATIONS

 

Section 1.01. Definitions . In addition to the words and terms elsewhere defined in this Agreement, the following words and terms as used herein shall have the following meanings, unless the context or use indicates another or different meaning or intent:

 

“ Act ” means the provisions of the laws of the State of California applicable to the Corporation, as amended.

 

“ Adjustable Rate Period Mandatory Tender ” means the obligation on the part of a Beneficial Owner to surrender such Beneficial Owner’s Beneficial Interest in the Bonds for purchase on an Adjustable Rate Conversion Date or an Adjustable Rate Reset Date for the related Series of Bonds as provided in the Indenture.

 

“ Beneficial Interest ” means the interest of a Beneficial Owner in a Bond registered in the name of a nominee of DTC and for which the Remarketing Agent is the DTC Participant.

 

“ Beneficial Owner ” shall have the meaning assigned to such term in each Offering Memorandum.

 

“ Corporate Action ” means, collectively, the resolutions duly adopted by the board of directors of the Corporation authorizing (a) the execution and delivery of the Indenture, and (b) the issuance of a Series of Bonds.

 

“ Daily Rate Period Mandatory Tender ” means the obligation on the part of a Beneficial Owner to surrender such Beneficial Owner’s Beneficial Interest in the Bonds for purchase on a Daily Rate Conversion Date for the related Series of Bonds as provided in the Indenture.

 

“ Daily Rate Period Optional Tender ” means an election duly made by a Beneficial Owner to request a purchase of all or any authorized portion of such Beneficial Owner’s Beneficial Interest in the Bonds during a Daily Rate Period for the related Series of Bonds on the conditions provided in the Indenture.

 

“ Delivery Date ” means, collectively, the Initial Delivery Date and each Transfer Date for a Series of Bonds.

 

“ DTC Participant ” shall have the meaning assigned to such term in each Offering Memorandum.

 

“ Fixed Rate Period Mandatory Tender ” means the obligation on the part of a Beneficial Owner to surrender such Beneficial Owner’s Beneficial Interest in the Bonds for purchase on the Fixed Rate Conversation Date for the related Series of Bonds as provided in the Indenture.

 

“ Floating Rate Period Mandatory Tender ” means the obligation on the part of a Beneficial Owner to surrender such Beneficial Owner’s Beneficial Interest in the Bonds for

 

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purchase on a Floating Rate Conversion Date for the related Series of Bonds as provided in the Indenture.

 

“ Floating Rate Period Optional Tender ” means an election made by a Beneficial Owner to request a purchase of all or any authorized portion of such Beneficial Owner’s Beneficial Interest in the Bonds during a Floating Rate Period for the related Series of Bonds on the conditions provided in the Indenture.

 

“ Initial Delivery Date ” means the date on which a Series of Bonds is first delivered by the Corporation and payment is received.

 

“ Offering Memorandum ” means the Offering Memorandum relating to a Series of Bonds, including all appendices thereto, as it may from time to time be amended or supplemented.

 

“ Mandatory Tender ” means, collectively, a Daily Rate Period Mandatory Tender, a Floating Rate Period Mandatory Tender, an Adjustable Rate Period Mandatory Tender or a Fixed Rate Period Mandatory Tender.

 

“ Optional Tender ” means, collectively, a Daily Rate Period Optional Tender and a Floating Rate Period Optional Tender.

 

“ Program Year ” means, with respect to each Series of Bonds, that period of time beginning on the Initial Delivery Date and ending on the day preceding the anniversary date of the Initial Delivery Date, and, thereafter, each period beginning on the anniversary date of the Initial Delivery Date and ending on the day preceding the next succeeding anniversary date of the Initial Delivery Date.

 

“ Transfer Date ” means, with respect to each Series of Bonds (a) with respect to a Beneficial Interest which is the subject of an Optional Tender, the Business Day designated by the tendering Beneficial Owner for the purchase of such Beneficial Owner’s Beneficial Interest in the Bonds of such Series; (b) with respect to a Beneficial Interest which is the subject of a Mandatory Tender, the Daily Rate Conversion Date, the Floating Rate Conversion Date, the Adjustable Rate Conversion Date, the Adjustable Rate Reset Date, the Substitution Date, or the Fixed Rate Conversion Date, as appropriate, for the Bonds of such Series; and (c) with respect to Corporation Bonds and Pledged Bonds of such Series, the date upon which the Corporation’s Beneficial Interest in the Corporation Bonds or Pledged Bonds is to be transferred to the purchaser thereof.

 

“ Transfer Restrictions ” means such restrictions on the sale and transfer of Bonds and Beneficial Interests as are (a) specified in the opinion of Independent Counsel delivered pursuant to Section 2.05(e), 4.05(b) or 4.05(e) of the Indenture; (b) determined by the Agent (and specified to the Corporation in writing), upon the advice of counsel to the Agent, to be necessary for the sale and transfer of the Bonds and Beneficial Interests to be in compliance with applicable Federal and state securities laws, including, but not limited to, the United States Securities Act of 1933, as amended (the “1933 Act”), the United States Securities Exchange Act of 1934, as amended (the “1934 Act”), and the United States Trust Indenture Act of 1939, as amended (the “1939 Act”); or (c) determined by the Corporation (and specified to the Agent in writing), upon the advice of counsel to the Corporation, to be necessary for the sale and transfer of the Bonds

 

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and Beneficial Interests to be in compliance with applicable Federal and state securities laws, including, but not limited to, the 1933 Act, the 1934 Act and the 1939 Act.

 

Section 1.02. Other Terms . Unless the context or use indicates another or different meaning, all capitalized terms used in this Agreement and not defined herein shall have the meanings specified in the Indenture.

 

Section 1.03. Headings . The headings or titles of the several articles, sections and subsections of this Agreement are solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof.

 

Section 1.04. Interpretations . The singular form of any word used herein shall include the plural, and vice versa, if applicable. The use of a word of any gender shall include all genders, if applicable. This Agreement and all of the terms and provisions hereof shall be construed so as to effectuate the purposes contemplated hereby and to sustain the validity hereof. All references to any person or entity shall be deemed to include any person or entity succeeding to the rights, duties and obligations of such person or entity. References herein to “the Indenture,” when made with respect to particular Series of Bonds, mean and include therein references to the Series Supplements entered into with respect to such Series of Bonds; references herein to “the Indenture,” when made generally, mean and include therein references to all Series Supplements. Certain defined terms used herein relate only to Bonds of Enhanced Series; all references to such terms, as applied to a specific Series of Bonds, shall be of no effect at any time such Series of Bonds constitutes an Unenhanced Series, except with respect to vested rights.

 

ARTICLE II

 

APPOINTMENT AND RESPONSIBILITIES OF OFFERING AGENT

 

Section 2.01. Appointment of Offering Agent . In reliance upon the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation hereby appoints the Offering Agent, and the Offering Agent hereby agrees to act, as exclusive agent for the Corporation in connection with the initial offering, issuance and sale of each Series of Bonds and the Beneficial Interests therein.

 

Section 2.02. Responsibilities of Offering Agent .

 

(a) Offering . The Offering Agent shall use its best efforts to solicit, at the rate of interest established by the Remarketing Agent pursuant to Section 3.02(b) hereof, purchases of each Series of Bonds and the Beneficial Interests therein by sophisticated investors which customarily purchase securities in large denominations at a price of par in connection with the initial sale of each Series of Bonds and the Beneficial Interests therein by the Corporation.

 

(b) Limitations on Offering Agent . It is understood and agreed that the Offering Agent will not solicit offers to purchase a Series of Bonds or Beneficial Interests therein except: (i) in jurisdictions (A) where such Series of Bonds and the Beneficial Interests therein are qualified for offering and sale, and the Offering Agent is qualified to

 

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offer and sell such Series of Bonds and the Beneficial Interests therein on behalf of the Corporation, or (B) where such Series of Bonds, the Beneficial Interests therein and the Offering Agent are exempt from registration; and (ii) where such solicitation would not violate or give rise to a violation of the securities laws of the United States of America or of a jurisdiction in which offers to purchase such Series of Bonds and the Beneficial Interests therein are solicited. It is further understood and agreed that the Offering Agent will comply with all Transfer Restrictions applicable to the Bonds.

 

ARTICLE III

 

APPOINTMENT AND RESPONSIBILITIES

OF REMARKETING AGENT

 

Section 3.01. Appointment of Remarketing Agent . In reliance upon the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation hereby appoints the Remarketing Agent, and the Remarketing Agent hereby agrees to act, as exclusive remarketing agent in connection with any subsequent offerings and sales of Beneficial Interests in the Bonds described in Section 3.02(a) of this Agreement. In reliance upon the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation hereby appoints the Remarketing Agent, and the Remarketing Agent hereby agrees to act, as exclusive remarketing agent in connection with all rate determinations with respect to the Bonds described in Section 3.02(b) of this Agreement.

 

Section 3.02. Responsibilities of Remarketing Agent .

 

(a) Remarketing . The Remarketing Agent shall use its best efforts to solicit purchases of Beneficial Interests in each Series of Bonds described below from investors which customarily purchase securities in large denominations at a price of par under the following circumstances:

 

(i) Daily Rate Period Optional Tenders . With respect to any Beneficial Interest which is the subject of a Daily Rate Period Optional Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the tendering Beneficial Owner in accordance with Section 3.02(b) of the Indenture. In accordance with Section 3.02(c) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 11:30 a.m., New York Time, on the applicable Transfer Date of the principal amount of the Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(c) of the Indenture, notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 11:30 a.m., New York Time, on the applicable Transfer Date of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 11:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(c) of the Indenture,

 

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the Remarketing Agent shall notify the Trustee, the related Series Credit Bank, if any, and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(ii) Floating Rate Period Optional Tenders . With respect to any Beneficial Interest which is the subject of a Floating Rate Period Optional Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the tendering Beneficial Owner in accordance with Section 3.02(b) of the Indenture. In accordance with Section 3.02(d) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day immediately preceding the applicable Transfer Date of the principal amount of Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(d) of the Indenture, notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day next preceding the applicable Transfer Date, of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 10:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(d) of the Indenture, the Remarketing Agent shall notify the Trustee, the related Series Credit Bank, if any, and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(iii) Daily Rate Period Mandatory Tenders . With respect to any Beneficial Interest which is the subject of a Daily Rate Period Mandatory Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the Corporation in accordance with Section 2.02(f)(i) of the Indenture. In accordance with Section 3.02(c) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 11:30 a.m., New York Time, on the applicable Transfer Date of the principal amount of Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(c) of the Indenture, notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 11:30 a.m., New York Time, on the applicable Transfer Date of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 11:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(c) of the Indenture, the Remarketing Agent shall notify the Trustee, the related Series Credit Bank, if any, and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(iv) Floating Rate Period Mandatory Tenders . With respect to any Beneficial Interest which is the subject of a Floating Rate Period Mandatory

 

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Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the Corporation in accordance with Section 2.02(f)(ii) of the Indenture. In accordance with Section 3.02(d) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day immediately preceding the applicable Transfer Date of the principal amount of the Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(d) of the Indenture, notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day next preceding the applicable Transfer Date of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 10:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(d) of the Indenture, the Remarketing Agent shall notify the Trustee, the related Series Credit Bank, if any, and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(v) Adjustable Rate Period Mandatory Tenders . With respect to any Beneficial Interest which is the subject of an Adjustable Rate Period Mandatory Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the Corporation in accordance with Section 2.02(f)(iii) of the Indenture. In accordance with Section 3.02(d) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day immediately preceding the applicable Transfer Date of the principal amount of the Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(d) of the Indenture, notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day next preceding the applicable Transfer Date of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 10:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(d) of the Indenture, the Remarketing Agent shall notify the Trustee, the related Series Credit Bank, if any, and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(vi) Fixed Rate Period Mandatory Tenders . With respect to any Beneficial Interest which is the subject of a Fixed Rate Period Mandatory Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the Corporation in accordance with Section 2.02(f)(iv) of the Indenture. In accordance with Section 3.02(d) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day

 

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immediately preceding the applicable Transfer Date of the principal amount of the Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(d) of the Indenture, notify the Trustee, the related Series Credit Bank and the Corporation by 5:00 p.m., New York Time, on the Business Day next preceding the applicable Transfer Date of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 10:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(d) of the Indenture, the Remarketing Agent shall notify the Trustee, the related Series Credit Bank, if any, and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(vii) Substitution Date Mandatory Tenders . With respect to any Beneficial Interest which is the subject of a Substitution Date (as defined in the Indenture) Mandatory Tender, the Remarketing Agent will solicit the purchase of any such Beneficial Interest upon receipt of notice from the Corporation in accordance with Section 4.05(c) of the Indenture. In accordance with Section 3.02(d) of the Indenture, the Remarketing Agent will notify the Trustee, the related Series Credit Bank and the Corporation by 5:00 p.m., New York Time, on the Business Day immediately preceding the applicable Transfer Date of the principal amount of the Beneficial Interests remarketed. If less than all of the Beneficial Interests to be purchased on such Transfer Date have been remarketed, the Remarketing Agent shall, in accordance with Section 3.02(d) of the Indenture, notify the Trustee, the related Series Credit Bank, if any, and the Corporation by 5:00 p.m., New York Time, on the Business Day next preceding the applicable Transfer Date of the principal amount of Beneficial Interests which have not been remarketed and the amount of accrued interest to be paid on such Beneficial Interests on such date. In addition, by 10:30 a.m., New York Time, on the applicable Transfer Date, in accordance with Section 3.02(d) of the Indenture, the Remarketing Agent shall notify the Trustee, the related Series Credit Bank and the Corporation of any Beneficial Interests which have been remarketed for which payment has not been received.

 

(viii) Corporation Bonds and Pledged Bonds . With respect to the Corporation’s Beneficial Interest in Corporation Bonds and Pledged Bonds, the Remarketing Agent will, unless directed to the contrary by the Corporation, solicit the purchase of the Corporation’s Beneficial Interest in such Corporation Bonds and Pledged Bonds. The Remarketing Agent will also furnish the notices referred to in the second and last sentences of the five preceding paragraphs to the Corporation with respect to transfers of Beneficial Interests in Corporation Bonds and Pledged Bonds. The giving of such notification by the Remarketing Agent shall in no way be construed to mean that such purchaser has entered into a legal and binding commitment to make such purchase.

 

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The Remarketing Agent further agrees to perform all duties ascribed to it in the Indenture. Anything in this Agreement to the contrary notwithstanding, the Remarketing Agent shall have no obligation to remarket Beneficial Interests in a Series of Bonds if there shall have occurred and be continuing an Event of Default under the Indenture with respect to such Series of Bonds.

 

(b) Rate Determination . The Remarketing Agent agrees to make, at the times and in the manner specified in the Indenture, the interest rate determinations with respect to each Series of Bonds required of the Remarketing Agent pursuant to the Indenture. In addition, the Remarketing Agent shall provide notice of the foregoing to the parties specified in the Indenture at the times specified therein. Any rates so determined shall be conclusive and binding upon the Trustee, the related Series Credit Bank, if any, the related Bondholders and the Corporation.

 

(c) Limitations on Remarketing Agent . It is understood and agreed that the Remarketing Agent will not solicit offers to purchase any Beneficial Interests in a Series of Bonds except: (i) in jurisdictions (A) where such Series of Bonds and Beneficial Interests therein are qualified for offering and sale, and the Remarketing Agent is qualified to offer and sell such Series of Bonds and Beneficial Interests therein on behalf of the Corporation, or (B) where such Series of Bonds, the Beneficial Interests therein and the Remarketing Agent are exempt from registration; and (ii) where such solicitation would not violate or give rise to a violation of the securities laws of the United States of America or of a jurisdiction in which offers to purchase such Series of Bonds and the Beneficial Interests therein are solicited. It is further understood and agreed that the Remarketing Agent will comply with all Transfer Restrictions applicable to the Bonds.

 

(d) Books and Records . The Remarketing Agent shall keep and maintain such books and records as are consistent with prudent industry practice and as required by the Indenture. The Remarketing Agent shall supply, on written request of the Corporation, a record of rates set by the Remarketing Agent on each Rate Determination Date for a Series of Bonds and similar obligations.

 

ARTICLE IV

 

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF THE COMPANY

 

Section 4.01. Representations, Warranties and Covenants . The Corporation represents, warrants and covenants to the Offering Agent, with respect to the initial sale of each Series of Bonds, that:

 

(a) Existence . The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and is duly qualified, in good standing and authorized to do business as a corporation in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, including California.

 

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(b) Issuance of Bonds . The Corporation has full right, power and authority pursuant to the Act, the Corporation Action, and the certificate of formation and operating agreement of the Corporation to: (i) execute and deliver this Agreement, the Indenture, the related Series Reimbursement Agreement, if any, and the related Offering Memorandum; (ii) issue, sell and deliver such Series of Bonds as provided in the Indenture; and (iii) perform its obligations under and as contemplated in this Agreement, the Indenture, such Series of Bonds and the related Series Reimbursement Agreement, if any.

 

(c) Authority . The execution and delivery by the Corporation of such Series of Bonds, the Indenture, this Agreement, the related Series Reimbursement Agreement, if any, and the related Offering Memorandum have been duly authorized by proper corporate proceedings, and such Series of Bonds, the Indenture, the related Series Reimbursement Agreement, if any, and this Agreement constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization, insolvency, moratorium and other laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity in the event equitable remedies are sought.

 

(d) Offering Memorandum . The related Offering Memorandum at its respective date, at any time it is used by the