Authentication and Delivery of Bonds. Bonds of any one or more Series may from time to time be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Request and upon receipt by the Trustee (which receipt, in the case of cash, shall be deemed to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if the authentication and delivery of such Bonds by the Trustee and the sale of such Bonds by the Issuer occur in a common closing) of the items specified in subsections (a) through (r) below: (a) An Issuer Order authorizing the execution, authentication and delivery of such Bonds by the Issuer and specifying the Series, the Classes within such Series and their respective Stated Maturities of principal and the principal amounts and Bond Interest Rates of each Class of such Bonds to be authenticated and delivered. (b) In case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, the terms and provisions relating to the Bonds of such Series. (c) Opinions of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f), and to the effect that: (i) all instruments furnished to the Trustee in connection with such Bonds conform in all material respects as to form to the requirements of the Indenture and constitute all the documents required to be delivered thereunder for the Trustee to authenticate and deliver the Bonds then applied for, (ii) all conditions precedent provided for in the Indenture relating to the authentication and delivery of the Bonds have been complied with, (iii) the Issuer has power to execute and deliver the Terms Indenture relating to such Bonds and to issue the Bonds and has duly taken all necessary action for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes, (iv) assuming due authorization, execution and delivery by the Trustee, the related Terms Indenture, as executed and delivered, is a valid and binding obligation of the Issuer, and enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, or other, similar laws affecting the enforcement of creditor's rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (v) that the Bonds then applied for, assuming in each case due authorization, execution and delivery of the Terms Indenture by the Trustee, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and outstanding obligations of the Issuer entitled to the benefits of the related Terms Indenture, (vi) the Terms Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture, (vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein, (viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer, (ix) the Indenture and the related Terms Indenture have been duly qualified under the TIA, or that no such qualification under the TIA is necessary, (x) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, the Pooling and Servicing Agreement for each such Conventional Certificate has been duly authorized, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other laws affecting creditors rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement, (xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery of the Indenture or the related Terms Indenture and the valid issuance and delivery of the Bonds, (xiii) if an election has been or will be made to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and (xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of this Indenture and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIC. (d) An Officers' Certificate complying with the requirements of Section 11.01
Appears in 1 contract
Samples: Standard Indenture Provisions (Fund America Investors Corp Ii)
Authentication and Delivery of Bonds. Bonds of Subject to Section 2.3 and Section 6.17, at any one or more Series may time and from time to time be after the execution and delivery of this Indenture, the Company may deliver Bonds of any series executed by the Issuer and delivered Company to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Request and upon receipt by the Trustee (which receiptauthentication, in the case of cash, shall be deemed to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if together with a Company Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Company Order, without any further action by the Company. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of an Authorized Signatory, and such certificate upon any Bond shall be conclusive evidence, and the sale of only evidence, that such Bond has been duly authenticated and delivered hereunder. In authenticating such Bonds by and accepting the Issuer occur additional responsibilities under this Indenture in a common closingrelation to such Bonds, the Trustee shall be entitled to receive, and (subject to Section 10.l(a)(ii)) of the items specified shall be fully protected in subsections (a) through (r) belowrelying upon:
(a) An Issuer Order authorizing an executed Series Supplemental Indenture with respect to the executionBonds of such series;
(b) an Officer's Certificate of the Company certifying (i) as to resolutions of the Company by or pursuant to which the terms of the Bonds of such series were established, (ii) that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds by have been complied with and (iii) as to the Issuer and specifying incumbency of the Series, persons named in such certificate;
(c) an Opinion of Counsel to the Classes within such Series and their respective Stated Maturities of principal effect that (i) the form or forms and the principal amounts and Bond Interest Rates of each Class terms of such Bonds to be authenticated have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and delivered.
(b) In case the Bonds to be authenticated and delivered are 2.3 of any Series not theretofore created, an appropriate Terms this Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, the terms and provisions relating to (ii) the Bonds of such Series.
(c) Opinions of Counsel addressed to the Trusteeseries, dated the Closing Date, complying with the requirements of Section 11.01(f), when authenticated and to the effect that:
(i) all instruments furnished to the Trustee in connection with such Bonds conform in all material respects as to form to the requirements of the Indenture and constitute all the documents required to be delivered thereunder made available for the Trustee to authenticate and deliver the Bonds then applied for,
(ii) all conditions precedent provided for in the Indenture relating to the authentication and delivery of the Bonds have been complied with,
(iii) the Issuer has power to execute and deliver the Terms Indenture relating to such Bonds and to issue the Bonds and has duly taken all necessary action for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes,
(iv) assuming due authorization, execution and delivery by the TrusteeTrustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, the related Terms Indentureshall constitute legal, as executed and delivered, is a valid and binding obligation obligations of the IssuerCompany, and enforceable against the Issuer Company in accordance with its their terms, except as the such enforceability thereof (A) may be limited by applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, or other, moratorium and other similar laws affecting the enforcement of creditor's creditors' rights and remedies generally and by (B) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),; and
(vd) that such other documents and evidence with respect to the Bonds then applied forCompany as the Trustee may reasonably request. Notwithstanding the foregoing, assuming in each case due authorization, execution if any Bond shall have been authenticated and delivery of the Terms Indenture delivered hereunder but never issued and sold by the TrusteeCompany, when and the Company shall deliver such Bond to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Bond has never been issued and sold by the Company, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated in accordance with the provisions of the Indenture and delivered to hereunder and paid for by the purchasers thereof, will shall never have been or be validly issued and outstanding obligations of the Issuer entitled to the benefits of the related Terms Indenture,
(vi) the Terms Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture,
(vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein,
(viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer,
(ix) the Indenture and the related Terms Indenture have been duly qualified under the TIA, or that no such qualification under the TIA is necessary,
(x) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, the Pooling and Servicing Agreement for each such Conventional Certificate has been duly authorized, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other laws affecting creditors rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity),
(xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement,
(xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery of the Indenture or the related Terms Indenture and the valid issuance and delivery of the Bonds,
(xiii) if an election has been or will be made to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and
(xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of this Indenture and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIChereof.
(d) An Officers' Certificate complying with the requirements of Section 11.01
Appears in 1 contract
Samples: Trust Indenture (Aes Red Oak LLC)
Authentication and Delivery of Bonds. Bonds of Subject to Section 2.3, at any one or more Series may time and from time to time be after the execution and delivery of this Indenture, the Issuer may deliver Bonds of any series executed by the Issuer and delivered to the Trustee for authentication and thereupon the same authentication, together with Northeast Generation Company Indenture --------------------------------------
9.1) shall be authenticated and delivered by fully protected in relying upon:
(a) an executed Series Supplemental Indenture with respect to the Trustee upon Issuer Request and upon receipt by the Trustee Bonds of such series;
(which receipt, in the case of cash, shall be deemed to have occurred if such cash is delivered as part b) an Officer's Certificate of the proceeds from the sale Issuer (i) certifying as to Board Resolutions of Bonds by the Issuer and if by or pursuant to which the terms of the Bonds of such series were established, (ii) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with and (iii) certifying that the terms of the Bonds of such series are not inconsistent with the terms of this Indenture as then and theretofore supplemented;
(c) an Opinion of Counsel to the effect that (i) the form or forms and the terms of such Bonds have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 in conformity with the provisions of this Indenture and (ii) the Bonds of such series, when authenticated and made available for delivery by the Trustee and the sale of such Bonds issued by the Issuer occur in a common closing) of the items manner and subject to any conditions specified in subsections (a) through (r) below:
(a) An Issuer Order authorizing the executionsuch Opinion of Counsel, authentication and delivery of such Bonds by the Issuer and specifying the Serieswill constitute legal, the Classes within such Series and their respective Stated Maturities of principal and the principal amounts and Bond Interest Rates of each Class of such Bonds to be authenticated and delivered.
(b) In case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, the terms and provisions relating to the Bonds of such Series.
(c) Opinions of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f), and to the effect that:
(i) all instruments furnished to the Trustee in connection with such Bonds conform in all material respects as to form to the requirements of the Indenture and constitute all the documents required to be delivered thereunder for the Trustee to authenticate and deliver the Bonds then applied for,
(ii) all conditions precedent provided for in the Indenture relating to the authentication and delivery of the Bonds have been complied with,
(iii) the Issuer has power to execute and deliver the Terms Indenture relating to such Bonds and to issue the Bonds and has duly taken all necessary action for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes,
(iv) assuming due authorization, execution and delivery by the Trustee, the related Terms Indenture, as executed and delivered, is a valid and binding obligation obligations of the Issuer, and enforceable against the Issuer in accordance with its their terms, except as the enforceability thereof (A) may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, or other, moratorium and other similar laws affecting the enforcement of creditor's creditors' rights and remedies generally and by (B) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),; and
(vd) that such other documents and evidence with respect to the Bonds then applied for, assuming in each case due authorization, execution Issuer as the Trustee may reasonably request. Prior to the authentication and delivery of a series of Bonds, the Terms Indenture Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required by the Trusteerelated Series Supplemental Indenture. Notwithstanding the foregoing, when if any Bond shall have been authenticated in accordance with the provisions of the Indenture and delivered to and paid for hereunder but never issued or sold by the purchasers thereofIssuer, will be validly issued and outstanding obligations of the Issuer shall deliver such Bond to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Bond has never been issued or sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits of the related Terms Indenture,
(vi) the Terms hereof. Northeast Generation Company Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture,
(vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein,
(viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer,
(ix) the Indenture and the related Terms Indenture have been duly qualified under the TIA, or that no such qualification under the TIA is necessary,
(x) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, the Pooling and Servicing Agreement for each such Conventional Certificate has been duly authorized, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other laws affecting creditors rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity),
(xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement,
(xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery of the Indenture or the related Terms Indenture and the valid issuance and delivery of the Bonds,
(xiii) if an election has been or will be made to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and
(xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of this Indenture and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIC.
(d) An Officers' Certificate complying with the requirements of Section 11.01--------------------------------------
Appears in 1 contract
Samples: Indenture (Northeast Generation Co)
Authentication and Delivery of Bonds. Bonds of Subject to Section 2.3, at any one or more Series may time and from time to time be after the execution and delivery of this Indenture, the Issuer may deliver Bonds of any series executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon authentication, together with an Issuer Request and upon receipt by the Trustee (which receipt, in the case of cash, shall be deemed to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Issuer Order, without any further action by the Issuer. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Authorized Signatory, and such certificate upon any Bonds shall be conclusive evidence, and the sale of only evidence, that such Bonds by the Issuer occur Bond has been duly NRG Northeast Generating Indenture ----------------------------------
11.1) shall be fully protected in a common closing) of the items specified in subsections (a) through (r) belowrelying upon:
(a) An an executed Series Supplemental Indenture with respect to the Bonds of such series;
(b) an Officer's Certificate of the Issuer Order authorizing (i) certifying as to Board Resolutions of the executionIssuer by or pursuant to which the terms of the Bonds of such series were established, (ii) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds by the Issuer have been complied with and specifying the Series, the Classes within such Series and their respective Stated Maturities of principal and the principal amounts and Bond Interest Rates of each Class of such Bonds to be authenticated and delivered.
(biii) In case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, certifying that the terms and provisions relating to of the Bonds of such Series.series are not inconsistent with the terms of this Indenture as then and theretofore supplemented;
(c) Opinions an Opinion of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f), and to the effect that:
that (i) all instruments furnished to the Trustee in connection with form or forms and the terms of such Bonds conform have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 in all material respects as to form to conformity with the requirements provisions of the this Indenture and constitute all the documents required to be delivered thereunder for the Trustee to authenticate and deliver the Bonds then applied for,
(ii) all conditions precedent provided for in the Indenture relating to the authentication and delivery of the Bonds have been complied with,
(iii) the Issuer has power to execute of such series, when authenticated and deliver the Terms Indenture relating to such Bonds and to issue the Bonds and has duly taken all necessary action made available for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes,
(iv) assuming due authorization, execution and delivery by the TrusteeTrustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, the related Terms Indenturewill constitute legal, as executed and delivered, is a valid and binding obligation obligations of the Issuer, and enforceable against the Issuer in accordance with its their terms, except as the enforceability thereof (A) may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, or other, moratorium and other similar laws affecting the enforcement of creditor's creditors' rights and remedies generally and by (B) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),; and
(vd) that such other documents and evidence with respect to the Bonds then applied for, assuming in each case due authorization, execution Issuer as the Trustee may reasonably request. Prior to the authentication and delivery of a series of Bonds, the Terms Indenture Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required by the Trusteerelated Series Supplemental Indenture. Notwithstanding the foregoing, when if any Bond shall have been authenticated in accordance with the provisions of the Indenture and delivered to and paid for hereunder but never issued or sold by the purchasers thereofIssuer, will be validly issued and outstanding obligations of the Issuer shall deliver such Bond to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Bond has never been issued or sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits of the related Terms Indenture,
(vi) the Terms Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture,
(vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein,
(viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer,
(ix) the Indenture and the related Terms Indenture have been duly qualified under the TIA, or that no such qualification under the TIA is necessary,
(x) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, the Pooling and Servicing Agreement for each such Conventional Certificate has been duly authorized, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other laws affecting creditors rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity),
(xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement,
(xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery of the Indenture or the related Terms Indenture and the valid issuance and delivery of the Bonds,
(xiii) if an election has been or will be made to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and
(xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of this Indenture and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIChereof.
(d) An Officers' Certificate complying with the requirements of Section 11.01
Appears in 1 contract
Samples: Indenture (Somerset Power LLC)
Authentication and Delivery of Bonds. Bonds of any one or more Series may from time to time be executed by the Issuer and delivered to the Trustee for authentication authentication, and thereupon the same shall be authenticated and delivered by the Trustee Trustee, upon Issuer Request and upon receipt by the Trustee (which receipt, in the case of cash, shall be deemed to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if the authentication and delivery of such Bonds by the Trustee and the sale of such Bonds by the Issuer occur in a common closing) of the items specified in subsections (a) through (r) belowfollowing:
(a) An an Issuer Order Resolution authorizing the execution, authentication and delivery of such Bonds by the Issuer and specifying the Series, the Classes within such Series and their respective Stated Maturities of principal and the principal amounts and Bond Interest Rates of each Class of such Bonds to be authenticated and delivered.related Series Supplement;
(b) In in case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms IndentureSeries Supplement, accompanied by an Issuer Order Resolution authorizing such Terms Indenture Series Supplement (and, in the case of the first Series to be authenticated and delivered hereunder, authorizing this Indenture), designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, the terms and provisions relating to the Bonds of such Series.created
(c) Opinions of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f)11.1, and and, except to the extent provided otherwise in the related Series Supplement, to the effect that:
(i) all instruments furnished to the Trustee in connection with such Bonds conform in all material respects as to form to the requirements of the this Indenture and constitute all the documents required to be delivered thereunder hereunder for the Trustee to authenticate and deliver the Bonds then applied for,;
(ii) all conditions precedent provided for in the this Indenture relating to the authentication and delivery of the Bonds applied for have been complied with,;
(iii) the Issuer has corporate power to execute and deliver the Terms Indenture Series Supplement relating to such Bonds (and, in the case of the first Series to be authenticated and delivered hereunder, this Indenture), and to issue the such Bonds and has duly taken all necessary corporate action for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes,;
(iv) assuming due authorization, execution and delivery thereof by the Trustee, this Indenture and the related Terms IndentureSeries Supplement, as executed and delivereddelivered by the Issuer, is a valid are the valid, legal and binding obligation obligations of the Issuer, and enforceable against the Issuer in accordance with its their terms, except as the enforceability thereof may be limited by applicable subject to bankruptcy, reorganization, insolvency, arrangement, moratorium, fraudulent or other, preferential conveyance and other similar laws of general application affecting the enforcement of creditor's creditors' rights generally and by to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),; and the execution of such Series Supplement is authorized or permitted by Section 9.1 of this Indenture;
(v) that the Bonds then applied for, assuming in each case due authorizationwhen issued, execution and delivery of the Terms Indenture by the Trusteedelivered, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereoffor, will be validly issued the valid, legal and outstanding binding non-recourse obligations of the Issuer Issuer, entitled to the benefits of the related Terms Indenture,
(vi) the Terms Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture,
(vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein,
(viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer,
(ix) the this Indenture and the related Terms Indenture have been duly qualified under the TIASeries Supplement, or that no such qualification under the TIA is necessary,
(x) in the event Conventional Certificates are Granted to the Trustee in respect equally and ratably with all other Bonds of such Series, except to the Pooling extent specified otherwise in the related Series Supplement, if any, theretofore issued, authenticated, delivered and Servicing Agreement paid for each such Conventional Certificate has been duly authorizedand then Outstanding hereunder, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its their terms, subject to bankruptcy, reorganization, insolvency insolvency, arrangement, moratorium, fraudulent or preferential conveyance and other similar laws of general application affecting creditors the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw),
(xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement,
(xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery of the Indenture or the related Terms Indenture and the valid issuance and delivery of the Bonds,
(xiii) if an election has been or will be made to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and
(xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of this Indenture and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIC.
(d) An Officers' Certificate complying with the requirements of Section 11.01;
Appears in 1 contract
Samples: Indenture (CMC Securities Corp Iv)
Authentication and Delivery of Bonds. Subject to the provisions set forth in Exhibit B, which is hereby incorporated in and expressly made a part of this Indenture, with respect to the Initial Series of Bonds and the Exchange Series of Bonds, at any one or more Series may time and from time to time be after the execution and delivery of this Indenture, the Company may deliver Bonds of any series executed by the Issuer and delivered Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and deliver such Bonds in accordance with such Company Order, without any further action by the Company. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by an Authenticating Agent by the manual signature of one of its Responsible Officers, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. In authenticating such Bonds and accepting the additional responsibilities under this Indenture in relation to such Bonds the Trustee shall be entitled to receive, and (subject to Section 9.01) shall be fully protected in relying upon:
(1) this Indenture, in the case of the Initial Series of Bonds and the Exchange of Series of Bonds, and an executed Series Supplemental Indenture, in the case of all other series of Bonds;
(2) an Officers' Certificate of the Company (a) certifying as to resolutions of the Board of Directors of the Company by or pursuant to which the terms of the Bonds of such series were established, (b) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with and (c) certifying that (x) the terms of the documents referred to in clauses (3) and (4) below are not inconsistent with the terms of this Indenture as then and theretofore supplemented and (y) such documents comply with Exhibit A hereto (if applicable);
(3) fully executed counterparts (but not the original thereof) of (a) the Lease Indentures under which were issued the Pledged Lessor Notes relating to such series of Bonds and (b) the Leases relating to such Pledged Lessor Notes;
(4) the originals of the Pledged Lessor Notes relating to such series of Bonds in an aggregate principal amount equal to not less than the aggregate principal amount of such series of Bonds proposed to be authenticated and delivered (in the case of the Exchange Series of Bonds, the same shall be Pledged Lessor Notes that relate to the Initial Series of Bonds also relate to the Exchange Series of Bonds); and
(5) signed copies, either addressed to the Trustee or accompanied by statements that the Trustee may rely on such documents, of all certificates and opinions of counsel delivered (i) to the Company in connection with its purchase pursuant to the applicable Participation Agreements of the Pledged Lessor Notes relating to such series of Bonds, (ii) to the Lease Indenture Trustee in connection with the issuance of such Pledged Lessor Notes and (iii) to the Lessor under the Lease or the Participation Agreement in connection with any Refinancing under Article 7 of the Participation Agreement, any releveraging pursuant to Section 8.1(c) of the Participation Agreement or any Supplemental Financing under Section 10.2 of the Lease and, to the extent not covered by such opinions, Opinions of Counsel (x) to the effect that: (a) the form or forms and the terms of such Bonds have been established by this Indenture in the case of the Initial Series of Bonds and the Exchange Series of Bonds, or a Series Supplemental Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture, in the case of all other series of Bonds; (b) such Bonds, when authenticated and delivered by the Trustee upon Issuer Request and upon receipt issued by the Trustee (which receipt, Company in the case of cash, shall be deemed manner and subject to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if the authentication and delivery of such Bonds by the Trustee and the sale of such Bonds by the Issuer occur in a common closing) of the items any conditions specified in subsections (a) through (r) below:
(a) An Issuer Order authorizing the executionsuch Opinion of Counsel, authentication and delivery of such Bonds by the Issuer and specifying the Series, the Classes within such Series and their respective Stated Maturities of principal and the principal amounts and Bond Interest Rates of each Class of such Bonds to be authenticated and delivered.
(b) In case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, the terms and provisions relating to the Bonds of such Series.
(c) Opinions of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f), and to the effect that:
(i) all instruments furnished to the Trustee in connection with such Bonds conform in all material respects as to form to the requirements of the Indenture and will constitute all the documents required to be delivered thereunder for the Trustee to authenticate and deliver the Bonds then applied for,
(ii) all conditions precedent provided for in the Indenture relating to the authentication and delivery of the Bonds have been complied with,
(iii) the Issuer has power to execute and deliver the Terms Indenture relating to such Bonds and to issue the Bonds and has duly taken all necessary action for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes,
(iv) assuming due authorization, execution and delivery by the Trustee, the related Terms Indenture, as executed and delivered, is a valid and binding obligation obligations of the Issuer, and enforceable against the Issuer in accordance with its termsCompany, except as to the enforceability extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, or other, moratorium and other similar laws affecting the enforcement of creditor's now or hereafter in effect relating to creditors' rights generally and by general principles of equity generally; (regardless of whether such enforceability is considered in a proceeding in equity or at law),
(vc) that the Bonds then applied for, assuming in each case due authorization, execution and delivery of the Terms Indenture by the Trustee, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and outstanding obligations of the Issuer entitled to the benefits of the related Terms Indenture,
(vi) the Terms Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture,
(vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording Exchange Series of Bonds, such Bonds have been issued and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto sold in compliance with all federal and any other requisite documents state securities law and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein,
(viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer,
(ix) the Indenture and the related Terms Indenture have been duly so qualified under the TIA, or that no such qualification under the TIA is necessary,
; and (xd) in the event Conventional Certificates are Granted to the Trustee all laws and requirements in respect of such Series, the Pooling and Servicing Agreement for each such Conventional Certificate has been duly authorized, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other laws affecting creditors rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity),
(xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement,
(xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery by the Company of the Bonds have been complied with; and (y) covering such other matters as the Trustee may reasonably request; provided, however, that if a series of Bonds is to be authenticated by the Trustee in advance of the actual delivery to the Trustee of the Pledged Lessor Notes relating thereto, (X) the documents described in the foregoing clauses (2)(c), (3), (4) and (5) (other than the opinion described in subclauses (x) and (y)) need not be delivered in connection with such authentication, but shall be delivered in connection with the release of the proceeds of the sale of such series of Bonds in accordance with Sections 2.12 and 13.01 and (Y) the form of the Series Supplemental Indenture or shall be appropriately modified to reflect the later delivery and pledge of the related Terms Indenture and Pledged Lessor Notes. Receipt by the valid issuance and delivery Trustee of the Bonds,
(xiii) if an election has been or will be made Officers' Certificate referred to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, in clause (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will above shall be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and
(xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions conclusively presumed for all purposes of this Indenture to establish that the Lease Indentures, the Leases and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIC.
(d) An Officers' Certificate complying Pledged Lessor Notes referred to in such certification comply with the requirements of Exhibit A hereto. The Trustee shall have the right to decline to authenticate and deliver any Bonds under this Section 11.01if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees and/or responsible officers shall determine that such action would expose the Trustee to personal liability.
Appears in 1 contract
Authentication and Delivery of Bonds. The Bonds of any one or more Series may from time to time be executed by the Issuer and delivered to the Trustee for authentication authentication, and thereupon the same shall be authenticated and delivered by the Trustee Trustee, provided, that such execution and authentication may be made in counterpart, upon Issuer Request and upon receipt by the Trustee (which receipt, in the case of cash, shall be deemed to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if the authentication and delivery of such Bonds by the Trustee and the sale of such Bonds by the Issuer occur in a common closing) of the items specified in subsections (a) through (r) belowfollowing:
(a) An an Issuer Order authorizing the execution, authentication and delivery of such the Bonds by the Issuer and specifying the SeriesClasses, the Classes within such Series and their respective Stated Maturities Maturity of the final installment of principal, the principal amount and the principal amounts and Bond Interest Rates Rate, of each Class of such Bonds to be authenticated and delivered.;
(b) In case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created execution and prescribing, consistent with the applicable provisions delivery of the this Indenture, the terms and provisions relating to the Bonds of such Series.
(c) Opinions of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f), and to the effect that:;
(i) all instruments furnished to the Trustee by the Issuer pursuant to this Section 2.12 in connection with such the Bonds conform in all material respects as to form to the requirements of the this Indenture and constitute all the documents required to be delivered thereunder under this Section 2.12 for the Trustee to authenticate and deliver the Bonds then applied for,(counsel rendering such opinion or opinions need not express any opinion as to whether the Pledged Mortgages Granted to the Trustee as security conform to the requirements of this Indenture);
(ii) all conditions precedent provided for in the this Indenture relating to the authentication and delivery of the Bonds have been complied with,with in all material respects (counsel rendering such opinion or opinions need not express any opinion as to the matters set forth in the parenthetical clause at the end of paragraph (i) above or as to whether the amount of cash or other collateral, if any, delivered to the Trustee pursuant to any subsection of this Section 2.12 is the requisite amount);
(iii) the Issuer Bank has corporate power to execute and deliver the Terms Indenture relating Deposit Trust Agreement, the Deposit Trust Agreement authorizes the Issuer to such execute and deliver the Bonds and this Indenture, and to issue the Bonds Bonds, and the Owner Trustee has duly taken all necessary action under the Deposit Trust Agreement for those purposes, and the Owner Trustee ;
(if iv) the Issuer is a trust), if any, has statutory business trust created under the power to act as such laws of the State of Delaware and has taken all necessary action for those purposes,duly authorized by the Deposit Trust Agreement;
(ivv) assuming due authorization, execution and delivery thereof by the Trustee, this Indenture will be the related Terms Indenture, as executed and delivered, is a legally valid and binding obligation of the Issuer, and enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, or other, similar laws affecting the enforcement of creditor's rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
(v) that the Bonds then applied for, assuming in each case due authorization, execution and delivery of the Terms Indenture by the Trustee, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and outstanding obligations of the Issuer entitled to the benefits of the related Terms Indenture,
(vi) the Terms Indenture delivered to the Trustee with such Opinion of Counsel subjects the Certificates securing such Series and all proceeds therefrom and the Trust Accounts for such Series to the lien and security interest of the Indenture,
(vii) such action has been taken with respect to delivery of possession of the Trust Estate and with respect to the recording and filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements as is necessary to perfect a first priority security interest created by the Indenture in the Trust Estate for such Series in favor of the Trustee with either the details of such action being recited therein, or the absence of any such action being necessary to make such lien and security interest effective being stated therein; and, with any recording, filing, re-recording and re-filing of the Indenture, the Terms Indenture for such Series, any other indentures supplemental hereto and any other requisite documents and any execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Indenture in the Trust Estate for such Series until February 15 of the year in which the first Opinion of Counsel with respect to such Series is required to be delivered under Section 3.06 being described therein,
(viii) the Issuer has full power and authority to Grant the Trust Estate for such Series to the Trustee as security for the Bonds of that Series and has duly authorized such Grant to the Trustee by all necessary action, and, in the event the Issuer is a trust, the Owner Trustee of the Issuer has taken all necessary action in such capacity to effect such Grant on behalf of the Issuer,
(ix) the Indenture and the related Terms Indenture have been duly qualified under the TIA, or that no such qualification under the TIA is necessary,
(x) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, the Pooling and Servicing Agreement for each such Conventional Certificate has been duly authorized, executed and delivered by the Conventional Certificate Servicer and constitutes the legal, valid and binding agreement of the Conventional Certificate Servicer enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other laws affecting creditors rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity),
(xi) in the event Conventional Certificates are Granted to the Trustee in respect of such Series, each such Conventional Certificate has been duly and validly authorized by all necessary action on the part of the Conventional Certificate Servicer and is validly issued and outstanding and entitled to the benefit of the related Pooling and Servicing Agreement,
(xii) no authorization, approval or consent of any governmental body having jurisdiction in the premises which has not been obtained by the Issuer is required for the execution and delivery of the Indenture or the related Terms Indenture and the valid issuance and delivery of the Bonds,
(xiii) if an election has been or will be made to treat the Trust Estate securing the Series as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of the Indenture, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Trust Estate securing the Series will qualify as a REMIC, and each Class of Bonds specified in the related Terms Indenture as "regular interests" will be treated as "regular interests," in such REMIC and the Class of Bonds or other security specified in the related Terms Indenture as the "residual interests" will be treated, in the aggregate, as the single class of "residual interests" in such REMIC, both as defined in the related Terms Indenture, and
(xiv) if an election has been or will be made to treat the Issuer as a REMIC, (1) assuming the proper making of such election, (2) compliance with the pertinent provisions of this Indenture and the applicable organizational document of the Issuer, and (3) continuing compliance with the applicable provisions of the Code and any applicable Treasury regulations adopted thereunder, the Issuer will qualify as a REMIC.
(d) An Officers' Certificate complying with the requirements of Section 11.01the
Appears in 1 contract
