Common use of Authentication and Delivery of Bonds Clause in Contracts

Authentication and Delivery of Bonds. Upon their issuance, Bonds shall be executed on behalf of the Issuer by the Issuer Trustee and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Request authorizing the execution, authentication and delivery of the Bonds. (b) one or more Opinions of Counsel addressed to the Indenture Trustee, complying with the requirements of Section 11.01 hereof and covering such matters as the Indenture Trustee may reasonably request, in the form previously approved by the Indenture Trustee. (c) an Officer’s Certificate complying with the requirements of Section 11.01 and stating that: (1) the Issuer is not in Default under this Indenture and the issuance of the Bonds will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer’s organizational documents or any indenture, mortgage, deed of trust, any Transaction Document or any other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it is bound or to which it may be subject, and all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with; (2) the Issuer has good title, free and clear of any lien, security interest or charge, to each Tax Lien owned by the Issuer on the Closing Date and securing the Bonds, has not assigned any interest or participation in any such Tax Lien (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Tax Lien to the Indenture Trustee; (3) the information set forth in the Tax Lien Schedule for those Tax Liens owned by the Issuer on the Closing Date is correct in all material respects; and (4) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in each Tax Lien owned by the Issuer on the Closing Date. (d) evidence that the Interest Reserve Requirement and the Working Capital Reserve Requirement, in cash or Eligible Investments, are each being held by the Indenture Trustee to be applied in accordance with Sections 8.04 and 8.05 hereof. (e) evidence that the Bond Account has been established by the Indenture Trustee or its agent, and that a deposit of funds in cash or Eligible Investments has been made into the Bond Account in an amount equal to the balance in the Collection Account and the balance in the Initial Working Capital Reserve Fund.

Authentication and Delivery of Bonds. Upon their issuance, The Bonds shall may be executed on behalf of the Issuer by the Issuer Trustee and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Request authorizing Officer's Certificate evidencing the authorization of the execution and delivery of this Indenture and the execution, authentication and delivery of the Bonds., and specifying the Stated Maturity, the principal amount and the Class Interest Rate of each Class of Bonds to be authenticated and delivered; and (b) one or more Opinions of Counsel addressed (upon which the Indenture Trustee may rely) regarding conditions precedent relating to the authentication and delivery of the Bonds, which Opinions of Counsel shall be reasonably satisfactory in form and substance to the Indenture Trustee. In rendering the opinions set forth in paragraph (b) above, complying with such counsel may rely upon officer's certificates of the requirements of Section 11.01 hereof General Partner, the Issuer, the Servicer, and covering such matters as the Indenture Trustee may reasonably request, in the form previously approved by the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. (c) an Officer’s Officers' Certificate complying with the requirements of Section 11.01 10.01 and stating that: (1i) the Issuer is not in Default under this Indenture and the issuance of the Bonds will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer’s organizational documents 's Certificate of Limited Partnership or Partnership Agreement or any indenture, mortgage, deed of trust, any Transaction Document trust or any other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it is may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with; (2) the Issuer has good title, free and clear of any lien, security interest or charge, to each Tax Lien owned by the Issuer on the Closing Date and securing the Bonds, has not assigned any interest or participation in any such Tax Lien (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Tax Lien to the Indenture Trustee; (3ii) the information set forth in the Tax Lien schedule attached as Schedule for those Tax Liens owned by the Issuer on the Closing Date A to this Indenture is correct in all material respectscorrect; and (4iii) the Issuer has Granted to the Indenture Trustee all attached thereto is a true and correct copy of its right, title, and interest in each Tax Lien owned a letter signed by the Issuer on the Closing Date. (d) evidence Rating Agency confirming that the Interest Reserve Requirement Class A Bonds have been rated "AA," the Class B Bonds have been rated "A" and the Working Capital Reserve Requirement, in cash or Eligible Investments, are each being held Class C Bonds have been rated "BBB" by the Indenture Trustee to be applied in accordance with Sections 8.04 and 8.05 hereofsuch Rating Agency. (e) evidence that the Bond Account has been established by the Indenture Trustee or its agent, and that a deposit of funds in cash or Eligible Investments has been made into the Bond Account in an amount equal to the balance in the Collection Account and the balance in the Initial Working Capital Reserve Fund.

Authentication and Delivery of Bonds. Upon their issuance, The Bonds shall may be executed on behalf of the Issuer by the Issuer Trustee and delivered to the Indenture Trustee Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Indenture TrusteeAuthenticating Agent, upon Issuer Request and upon receipt by the Indenture Trustee Bond Registrar and Authenticating Agent of the following: (a) an Issuer Request Order authorizing the execution, authentication and delivery of the Bonds.Bonds and specifying the Classes, the Stated Maturity of the final installment of principal, the principal amount and the Bond Interest Rate, of each Class of such Bonds to be authenticated and delivered; (b) one an Issuer Order authorizing the execution and delivery of this Indenture; (c) One or more Opinions of Counsel addressed to the Indenture TrusteeBond Registrar and Authenticating Agent, complying with the requirements of Section 11.01 hereof and covering such matters as the Indenture Trustee may reasonably request, in the form previously approved by the Indenture Trustee.12.01; (cd) an Officer’s Officers’ Certificate complying with the requirements of Section 11.01 12.01 and stating that: (1i) the Issuer is not in Default under this Indenture and the issuance of the Bonds will shall not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer’s organizational documents Deposit Trust Agreement or any indenture, mortgage, deed of trust, any Transaction Document trust or any other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it is may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with; (2ii) the Issuer has good titleis the owner of each Initial Mortgage Loan, free and clear of any lien, security interest or charge, to each Tax Lien owned by the Issuer on the Closing Date and securing the Bonds, has not assigned any interest or participation in any such Tax Lien Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Tax Lien Initial Mortgage Loan to the Indenture Trustee; (3iii) the information set forth in the Tax Lien Mortgage Loan Schedule for those Tax Liens owned by the Issuer on the Closing Date attached as Schedule A to this Indenture is true and correct in all material respects; andrespects as of the Closing Date; (4iv) the Issuer has Granted to the Indenture Trustee all of its right, title, title and interest in each Tax Lien owned by the Issuer on Mortgage Loan; (v) as of the Closing Date., no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (dvi) evidence attached thereto is a true and correct copy of letters signed by the Rating Agencies confirming that the Interest Reserve Requirement and Bonds have been assigned the Working Capital Reserve Requirement, in cash Required Ratings or Eligible Investments, are each being held by the Indenture Trustee to be applied in accordance with Sections 8.04 and 8.05 hereof.higher ratings; (e) evidence that the Bond Account has been established A trust receipt issued by the Indenture Trustee or its agentCustodian evidencing the receipt and possession by the Custodian of the Mortgage Documents for the Mortgage Loans, and that a deposit of funds in cash or Eligible Investments has been made into the Bond Account in an amount equal subject to the balance in exceptions therein noted; (f) Executed counterparts of the Collection Account Purchase Agreements, the Servicing Agreements and the balance in Mortgage Loan Purchase and Sale Agreement; and (g) A certificate of one or more Independent Persons, whose regular business activity includes valuing securities and mortgage loans similar to the Initial Working Capital Reserve FundMortgage Loans, of the fair value of the Initial Mortgage Loans.

Authentication and Delivery of Bonds. Upon their issuance, The Bonds shall may be executed on behalf of the Issuer by the Issuer Trustee and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following: (a) an Issuer Request Order authorizing the execution, authentication and delivery of the Bonds.Bonds and specifying the Classes, the Stated Maturity of the final installment of principal, the principal amount and the Bond Interest Rate, of each Class of such Bonds to be authenticated and delivered; (b) one an Issuer Order authorizing the execution and delivery of this Indenture; (c) One or more Opinions of Counsel addressed to the Indenture Trustee, complying with the requirements of Section 11.01 hereof and covering such matters as the Indenture Trustee may reasonably request, in the form previously approved by the Indenture Trustee.12.01; (cd) an Officer’s Officers' Certificate complying with the requirements of Section 11.01 12.01 and stating that: (1i) the Issuer is not in Default under this Indenture and the issuance of the Bonds will shall not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer’s organizational documents Deposit Trust Agreement or any indenture, mortgage, deed of trust, any Transaction Document trust or any other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it is may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with; (2ii) the Issuer has good titleis the owner of each Initial Mortgage Loan, free and clear of any lien, security interest or charge, to each Tax Lien owned by the Issuer on the Closing Date and securing the Bonds, has not assigned any interest or participation in any such Tax Lien Mortgage Loan (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Tax Lien Initial Mortgage Loan to the Indenture Trustee; (3iii) the information set forth in the Tax Lien Mortgage Loan Schedule for those Tax Liens owned by the Issuer on the Closing Date attached as Schedule A to this Indenture is true and correct in all material respects; andrespects as of the Closing Date; (4iv) the Issuer has Granted to the Indenture Trustee all of its right, title, title and interest in each Tax Lien owned by the Issuer on Mortgage Loan; (v) as of the Closing Date., no lien in favor of the United States described in Section 6321 of the Code, or lien in favor of the Pension Benefit Guaranty Corporation described in Section 4068(a) of the Employee Retirement Income Security Act of 1974, as amended, has been filed as described in subsections 6323(f) and 6323(g) of the Code upon any property belonging to the Issuer; and (dvi) evidence attached thereto is a true and correct copy of letters signed by the Rating Agencies confirming that the Interest Reserve Requirement and Bonds have been assigned the Working Capital Reserve Requirement, in cash Required Ratings or Eligible Investments, are each being held by the Indenture Trustee to be applied in accordance with Sections 8.04 and 8.05 hereof.higher ratings; (e) evidence that the Bond Account has been established A trust receipt issued by the Indenture Trustee or its agentCustodian evidencing the receipt and possession by the Custodian of the Mortgage Documents for the Mortgage Loans, and that a deposit of funds in cash or Eligible Investments has been made into the Bond Account in an amount equal subject to the balance in exceptions therein noted; (f) An executed counterpart of the Collection Account Purchase Agreements, the Servicing Agreements and the balance in Mortgage Loan Purchase and Sale Agreement; and (g) A certificate of one or more Independent Persons, whose regular business activity includes valuing securities and mortgage loans similar to the Initial Working Capital Reserve FundMortgage Loans, of the fair value of the Initial Mortgage Loans.