Common use of Conditions to Conveyance of Securitization Property Clause in Contracts

Conditions to Conveyance of Securitization Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Securitization Property on the Closing Date shall be subject to the satisfaction of each of the following conditions: (a) on or prior to the Closing Date, the Seller shall have delivered to the Issuer a duly executed Bill of Sale identifying the Securitization Property to be conveyed on the Closing Date; (b) on or prior to the Closing Date, the Seller shall have obtained the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale and the Seller is not aware of any pending insolvency with respect to itself; (d) (i) as of the Closing Date, the representations and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (e) as of the Closing Date, (i) the Issuer shall have sufficient funds available to pay the purchase price for the Securitization Property to be conveyed on such date and (ii) all conditions to the issuance of the Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (f) on or prior to the Closing Date, the Seller shall have taken all action required to transfer to the Issuer ownership of the Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute or the UCC, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Securitization Bond Collateral and maintain such security interest as of such date; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order; (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and (l) the Seller shall have received the purchase price for the Securitization Property.

Conditions to Conveyance of Securitization Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, purchase Securitization Property on the Closing Date shall be subject to the satisfaction of each of the following conditions: (a) on or prior to the Closing Date, the Seller shall have delivered to the Issuer a duly executed Bill Xxxx of Sale identifying the Securitization Property to be conveyed on the Closing Date; (b) on or prior to the Closing Date, the Seller shall have obtained the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale and the Seller is not aware of any pending insolvency with respect to itself; (d) (i) as of the Closing Date, (i) the representations and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, Date no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, continuing and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (e) as of the Closing Date, (i) the Issuer shall have sufficient funds available to pay the purchase price for the Securitization Property to be conveyed on such date and (ii) all conditions to the issuance of the Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (f) on or prior to the Closing Date, the Seller shall have taken all action required to transfer to the Issuer ownership of the Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute Securitization Law or the UCC, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Securitization Bond Collateral and maintain such security interest as of such date; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the UnderwritersIndenture Trustee) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute Securitization Law shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order;; and (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and (l) the Seller shall have received the purchase price for the Securitization Property.

Conditions to Conveyance of Securitization Property. The obligation of the Seller to sell, and the obligation of the Issuer Issuer, to purchase, purchase Securitization Property on the Closing upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (a) on or prior to the Closing Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill xx Sale identifying the Securitization Property to be conveyed as of that date, substantially in the form of Exhibit A hereto; (b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Agreement shall exist and the Seller shall have delivered to the Issuer a duly executed Bill of Sale identifying the Securitization Property to be conveyed on the Closing Date; (b) on or prior to the Closing Date, the Seller shall have obtained the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale and the Seller is not aware of any pending insolvency with respect Trustee an Officer's Certificate to itself; (d) (i) as of the Closing Date, the representations such effect and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (ec) as of the Closing Transfer Date, : (i) the Issuer shall have sufficient funds available to pay the purchase price for the Securitization Property to be conveyed on such date and date, and (ii) all conditions set forth in the Indenture to the issuance of the one or more Series of Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (fd) on or prior to the Closing Transfer Date, the Seller shall have taken all action actions required under the Statute, the Financing Order and the Michigan UCC, including, without limitation, filings under the Michigan UCC to transfer to the Issuer ownership of the Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute or the UCCIndenture, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant to the Indenture Trustee a first priority perfected security interest in the Securitization Bond Collateral and maintain such security interest as of such date; (e) in the case of any sale of Subsequent Securitization Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Securitization Property not later than 10 days prior to the Subsequent Transfer Date; (f) the Seller shall have delivered to each Rating Agency and to the Issuer: (i) an Opinion of Counsel to the Seller with respect to the transfer of the Securitization Property then being conveyed to the Issuer substantially in the form of Exhibit B hereto, and (ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C hereto; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order; (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s 's Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; (h) with respect to any Subsequent Sale, the Seller shall have obtained written notice from each Rating Agency that such action will not result in a reduction or withdrawal of the then current rating by such Rating Agency of any Outstanding Series or Class of Securitization Bonds; and (li) the Seller shall have received the purchase price for Initial Purchase Price or the Securitization PropertySubsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.

Conditions to Conveyance of Securitization Property. The obligation of the Seller to sell, and the obligation of the Issuer Issuer, to purchase, purchase Securitization Property on the Closing upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (a) on or prior to the Closing Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill xx Sale identifying the Securitization Property to be conveyed as of that date, substantially in the form of Exhibit A hereto; (b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Agreement shall exist and the Seller shall have delivered to the Issuer a duly executed Bill of Sale identifying the Securitization Property to be conveyed on the Closing Date; (b) on or prior to the Closing Date, the Seller shall have obtained the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale and the Seller is not aware of any pending insolvency with respect Trustee an Officer's Certificate to itself; (d) (i) as of the Closing Date, the representations such effect and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (ec) as of the Closing Transfer Date, : (i) the Issuer shall have sufficient funds available to pay the purchase price for the Securitization Property to be conveyed on such date and date, and (ii) all conditions set forth in the Indenture to the issuance of the one or more Series of Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (fd) on or prior to the Closing Transfer Date, the Seller shall have taken all action actions required under the Statute, the Financing Order and the Michigan UCC, including, without limitation, filings under the Michigan UCC to transfer to the Issuer ownership of the Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute or the UCC, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Securitization Bond Collateral and maintain such security interest as of such date; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order; (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and (l) the Seller shall have received the purchase price for the Securitization Property.

Conditions to Conveyance of Securitization Property. The obligation of sale by the Seller to sellthe Issuer, and the obligation of purchase by the Issuer to purchasefrom the Seller, of Securitization Property on the Closing upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (a) on or prior to the Closing Transfer Date, the Seller shall have delivered deliver to the Issuer a duly executed Bill of Sale identifying the Securitization Secxxxxization Property to be conveyed on as of that date, substantially in the Closing Dateform of Exhibit A hereto; (b) on or prior to as of the Closing Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Agreement shall exist and the Seller shall have obtained delivered to the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale Issuer and the Seller is not aware of any pending insolvency with respect Trustee an Officers' Certificate to itself; (d) (i) as of the Closing Date, the representations such effect and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (ec) as of on the Closing Transfer Date, : (i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Securitization Property to be conveyed on such date and date, and (ii) all conditions set forth in the Indenture to the issuance of the one or more Series of Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (fd) on or prior to the Closing Transfer Date, the Seller shall have taken all action actions required under applicable law, including under the Customer Choice Act and other applicable law, to transfer to the Issuer ownership of the Transferred Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute or the UCCIndenture, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action all actions required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Collateral, in each case including, without limitation, filings under the Michigan UCC and the Delaware UCC; (e) in the case of any sale of Subsequent Transferred Securitization Bond Collateral Property only, the Seller shall have provided the Issuer and maintain such security interest as each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Securitization Property not later than 10 days prior to the Subsequent Transfer Date; (f) the Seller shall have delivered to each Rating Agency and to the Issuer: (i) an Opinion of such dateCounsel to the Seller with respect to the transfer of the Transferred Securitization Property then being conveyed to the Issuer substantially in the form of Exhibit B hereto, and (ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C hereto; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order; (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; (h) with respect to any Subsequent Sale, the Seller shall have received written notice from each Rating Agency that such Subsequent Sale will not result in a reduction or withdrawal of the then current rating by such Rating Agency of any Outstanding Series or Class of Securitization Bonds; and (li) the Seller shall have received the purchase price for Initial Purchase Price or the Securitization PropertySubsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.

Conditions to Conveyance of Securitization Property. The obligation of sale by the Seller to sellthe Issuer, and the obligation of purchase by the Issuer to purchasefrom the Seller, of Securitization Property on the Closing upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (a) on or prior to the Closing Transfer Date, the Seller shall have delivered deliver to the Issuer a duly executed Bill Xxxx of Sale identifying the Securitization Property to be conveyed on as of that date, substantially in the Closing Dateform of Exhibit A hereto; (b) on or prior to as of the Closing Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Agreement shall exist and the Seller shall have obtained delivered to the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale Issuer and the Seller is not aware of any pending insolvency with respect Trustee an Officers' Certificate to itself; (d) (i) as of the Closing Date, the representations such effect and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (ec) as of on the Closing Transfer Date, : (i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Securitization Property to be conveyed on such date and date, and (ii) all conditions set forth in the Indenture to the issuance of the one or more Series of Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (fd) on or prior to the Closing Transfer Date, the Seller shall have taken all action actions required under applicable law, including under the Customer Choice Act and other applicable law, to transfer to the Issuer ownership of the Transferred Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute or the UCCIndenture, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action all actions required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Collateral, in each case including, without limitation, filings under the Michigan UCC and the Delaware UCC; (e) in the case of any sale of Subsequent Transferred Securitization Bond Collateral Property only, the Seller shall have provided the Issuer and maintain such security interest as each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Securitization Property not later than 10 days prior to the Subsequent Transfer Date; (f) the Seller shall have delivered to each Rating Agency and to the Issuer: (i) an Opinion of such dateCounsel to the Seller with respect to the transfer of the Transferred Securitization Property then being conveyed to the Issuer substantially in the form of Exhibit B hereto, and (ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C hereto; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order; (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; (h) with respect to any Subsequent Sale, the Seller shall have received written notice from each Rating Agency that such Subsequent Sale will not result in a reduction or withdrawal of the then current rating by such Rating Agency of any Outstanding Series or Class of Securitization Bonds; and (li) the Seller shall have received the purchase price for Initial Purchase Price or the Securitization PropertySubsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.

Conditions to Conveyance of Securitization Property. The obligation of sale by the Seller to sellthe Issuer, and the obligation of purchase by the Issuer to purchasefrom the Seller, of Securitization Property on the Closing upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (a) on or prior to the Closing Transfer Date, the Seller shall have delivered deliver to the Issuer a duly executed Bill of Sale identifying the Securitization Secxxxxization Property to be conveyed on as of that date, substantially in the Closing Dateform of Exhibit A hereto; (b) on or prior to as of the Closing Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Agreement shall exist and the Seller shall have obtained delivered to the Financing Order creating the Securitization Property; (c) as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale Issuer and the Seller is not aware of any pending insolvency with respect Trustee an Officers' Certificate to itself; (d) (i) as of the Closing Date, the representations such effect and warranties of the Seller set forth in this Sale Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date), (ii) on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Sale Agreement has occurred and is continuing, and (iii) on and as of the Closing Date, no Servicer Default shall have occurred and be continuing; (ec) as of on the Closing Transfer Date, : (i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Securitization Property to be conveyed on such date and date, and (ii) all conditions set forth in the Indenture to the issuance of the one or more Series of Securitization Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (fd) on or prior to the Closing Transfer Date, the Seller shall have taken all action actions required under applicable law, including under the Customer Choice Act and other applicable law, to transfer to the Issuer ownership of the Transferred Securitization Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including filing any statements or filings under the Statute or the UCCIndenture, and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action all actions required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Collateral, including, without limitation, filings under the Michigan UCC and the Delaware UCC; (e) in the case of any sale of Subsequent Transferred Securitization Bond Collateral Property only, the Seller shall have provided the Issuer and maintain such security interest as each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Securitization Property not later than 10 days prior to the Subsequent Transfer Date; (f) the Seller shall have delivered to each Rating Agency and to the Issuer: (i) an Opinion of such dateCounsel to the Seller with respect to the transfer of the Transferred Securitization Property then being conveyed to the Issuer substantially in the form of Exhibit B hereto, and (ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C hereto; (g) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (h) the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that, for U.S. federal income tax purposes, (i) the Issuer will not be treated as a taxable entity separate and apart from its sole owner, (ii) the Securitization Bonds will be treated as debt of the Issuer’s sole owner and (iii) the Seller will not be treated as recognizing gross income upon the issuance of the Securitization Bonds; (i) on and as of the Closing Date, each of the Certificate of Formation, the LLC Agreement, the Servicing Agreement, this Sale Agreement, the Indenture, the Financing Order and the Statute shall be in full force and effect; (j) the Securitization Bonds shall have received any rating or ratings required by the Financing Order; (k) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; (h) with respect to any Subsequent Sale, the Seller shall have taken any action necessary in order for the Rating Agency Condition to have been satisfied; and (li) the Seller shall have received the purchase price for Initial Purchase Price or the Securitization PropertySubsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.