Certificates of the Issuer. (a) An Officer's Certificate from the Issuer, dated as of the Series Issuance Date, stating: (i) that no Default has occurred and is continuing under this Indenture and that the issuance of the Transition Bonds applied for will not result in any Default; (ii) that the Issuer has appointed the firm of independent certified public accountants as contemplated in Section 8.05; (iii) that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; (iv) that all filings with the PUC pursuant to the Statute and all UCC financing statements with respect to the Collateral which are required to be filed by the terms of the Sale Agreement, the Servicing Agreement or this Indenture have been filed as required; and (v) that all conditions precedent provided in the Indenture relating to the authentication and delivery of the Transition Bonds have been complied with.
(b) An Officer's Certificate from the Seller, dated as of the Series Issuance Date, to the effect that, in the case of the Intangible Transition Property to be transferred to the Issuer on such date immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement:
(i) the Seller is the sole owner of such Intangible Transition Property; such Intangible Transition Property has been validly transferred and sold to the Issuer free and clear of all Liens (other than Liens created by the Issuer pursuant to this Indenture); the Seller has the corporate power and authority to own, sell and assign such Intangible Transition Property to the Issuer; and the Seller has duly authorized such sale and assignment to the Issuer by all necessary corporate action; and
(ii) the attached copy of the Qualified Rate Order creating such Intangible Transition Property is true and correct and is in full force and effect.
Certificates of the Issuer. The Issuer will furnish to the Trustee, prior to each proposed release of Collateral pursuant to the Pledge Agreement:
(i) all documents required by TIAss.314(d); and
(ii) an Opinion of Counsel, which may be rendered by internal counsel to the Issuer, to the effect that such accompanying documents constitute all documents required by TIA ss.314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates of the Issuer. To the extent applicable, the Issuer shall comply (or cause compliance) with Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property or securities from the lien and security interests of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the lien and security interest of the Security Documents.
Certificates of the Issuer. The Issuer will furnish to the Trustee within 120 days after the end of each fiscal year of the Issuer, commencing on December 31, 2018, an Officer’s Certificate of the Issuer to the signer’s knowledge of the Issuer’s and the Guarantor’s compliance with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture). In the event the Issuer comes to have actual knowledge of an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, regardless of the date, the Issuer shall deliver an Officer’s Certificate to the Trustee specifying such default and the nature and status thereof.
Certificates of the Issuer. To the extent applicable, the Issuer shall comply (or cause compliance) with Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property or securities from the lien and security interests of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the lien and security interest of the Security Documents. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be as an Officer’s Certificate except in cases where Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care.
Certificates of the Issuer. From the date on which this Indenture is qualified under the TIA, the Issuer will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents:
(1) all documents required by TIA §314(d); and
(2) an Opinion of Counsel, which may be rendered by internal counsel to the Issuer, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel. From the date on which this Indenture is qualified under the TIA, notwithstanding anything to the contrary in Sections 12.04 or 12.05, the Issuer and the Guarantors shall not be required to comply with all or any portion of TIA § 314(d) if they reasonably determine that under the terms of TIA § 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to any release or series of releases of Collateral. From the date on which this Indenture is qualified under the TIA, to the extent applicable, the Issuer will comply with the provisions of TIA §314(b), relating to opinions of counsel, except to the extent the Issuer reasonably determines such compliance is not required as set forth in the TIA or any other SEC regulation or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders.
Certificates of the Issuer. The Issuer shall furnish to the Trustee, prior to each proposed release of Collateral, all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Section 7.01 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Issuer, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert within the meaning of TIA Section 314(d). Notwithstanding anything to the contrary in this Section 10.05, the Issuer will not be required to comply with all or any portion of TIA Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of the TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA Section 314(d) is inapplicable to one or a series of released Collateral, including in connection with the sale, transfer, exchange or other disposition of inventory by, or of damaged, worn out, scrap or other obsolete property of, the Note Guarantor in the ordinary course of business.
Certificates of the Issuer. The Issuer shall furnish to the Trustee and Collateral Agent, if applicable, prior to each proposed release of Collateral pursuant to the Security Documents or the Intercreditor Agreement, (i) all documents required by Section 314(d) of the Trust Indenture Act and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Issuer, to the effect that such accompanying documents constitute all documents required by Section 314(d) of the Trust Indenture Act. The Trustee may, to the extent permitted by Sections 5.1 and 5.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates of the Issuer. To the extent applicable the Company and the Guarantors shall comply with (a) Section 314(b) of the Trust Indenture Act, relating to the Opinions of Counsel regarding the Lien of the Collateral Documents, and (b) Section 314(d) of the Trust Indenture Act, relating to the release of Collateral from the Lien of the Collateral Documents and Officers' Certificates or other documents regarding fair value of the Collateral. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer or employee of the Company to the extent permitted by Section 314(d) of the Trust Indenture Act.
Certificates of the Issuer. The Issuer shall furnish to the Note Trustee, prior to any proposed release of any portion of the Collateral other than pursuant to the express terms of the Security Documents, (i) all documents that would be required by Trust Indenture Act Section 314(d) if the Indenture were qualified thereunder and (ii) an Opinion of Counsel, to the effect that such accompanying documents constitute all documents that would be required by Trust Indenture Act Section 314(d) if the Indenture were qualified thereunder. The Note Trustee may, to the extent permitted by Sections 4.1 and 4.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
