Compliance by the Tenant with the terms and provisions of the Operative Sample Clauses

Compliance by the Tenant with the terms and provisions of the Operative. Agreements to which it is a party will not conflict with or result in any breach of the provisions of the Tenant Operating Agreement. The opinion of ▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇ also shall state that the opinion of C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III, Esq., counsel for the Company, the Tenant and the Guarantor delivered to you pursuant to the Agreement, is satisfactory in form and scope to ▇▇▇▇▇▇▇, Carton & ▇▇▇▇▇▇▇, and, in their opinion, the Purchasers and it are justified in relying thereon. ▇▇▇▇▇▇ PROPERTIES IV LLC FIRST AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENT $85,000,000 7.13% Secured Credit Tenant Notes due February 27, 2020 Dated as of May 31, 2002 To the Holders of the Secured Credit Tenant Notes of ▇▇▇▇▇▇ Properties IV LLC Named in the Attached Schedule I Ladies and Gentlemen: Reference is made to the Note Purchase Agreement dated a: of July 31, 1998 among ▇▇▇▇▇▇ Properties II, LLC, a limited liability company organized under the laws of Illinois (the "Company"), ▇▇▇▇▇▇ Associates LLC, a limited liability company organized under the laws of Illinois (the "Tenant"), and each of the Purchasers named in Schedule A thereto (the "Note Agreement"), pursuant to which the Company issued $45,000,000 aggregate principal amount of 6.73% Secured Credit Tenant Notes due November 30, 2019 (the "Notes"). You are referred to herein individually as a "Holder" and collectively as the "Holders." Capitalized terms used and not otherwise defined in this Amendment and Waiver shall have the meanings ascribed to them in the Note Agreement. All of the ownership interests of the Tenant are owned by ) ▇▇▇▇▇▇ Holdings LLC (the "Parent"). The Parent has formed ▇▇▇▇▇▇ Associates, Inc., a Delaware corporation ("Associates") and owns all of the issued and outstanding common stock of Associates. The Parent has caused Associates to file a registration statement for the underwritten public offering of common stock of Associates (the "IPO"). In preparation for the IPO, the Parent proposes among other things to (i) cause the Tenant to distribute (the "Distribution") cash in the amount of $55,000,000 and accounts receivables in the face amount of $152,500,000 to the Parent, which the Parent will use to fund a partial distribution of undistributed accumulated earnings to the owners of the Parent and (ii) transfer to Associates all of the ownership interests of the Tenant to Associates so that the Tenant will become a wholly owned subsidiary of Associates. The Distribution will cause the Tenan...