Common use of Depositor's Warranties Clause in Contracts

Depositor's Warranties. In the case of each delivery of Bonds to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that the Depositor is duly authorized to so deliver such Bonds and that immediately prior to the delivery thereof the Depositor owned such Bonds free and clear of any lien, pledge, encumbrance or other security interest, and such delivery is irrevocable and free of any continuing claim by the Depositor, except for the Retained Amount. The Depositor shall further be deemed by such delivery to represent and warrant to the Trustee that the prospectus and prospectus supplement prepared by the Depositor with respect to the Certificates makes such disclosure with respect to the Bonds as is required by applicable federal and state securities laws. Such representations and warranties shall survive the delivery of such Bonds and the Certificates in respect thereof. PAYMENT OF INTEREST AND PRINCIPAL; CUSTODY OF PROCEEDS OF INTEREST AND PRINCIPAL PAYMENTS Section 4.01. Payment of Interest; Payment of Principal; Mandatory Exchange of Callable Principal Certificates and Callable Stripped Bond Certificates. In the case of Bonds held by the Trustee in certificate form, the Trustee shall present the Bonds to the Issuer, Indenture Trustee or paying agent therefor, as applicable, for payment of Interest on the Interest Payment Dates related thereto and all Principal at stated maturity or upon the Redemption Date therefor, to the extent required under the terms of such Bonds to obtain payment thereon. With respect to any Coupon Certificate, on or after the Interest Payment Date of the Interest evidenced thereby, if the Issuer shall have paid in full and the Trustee shall have received the interest due on such Interest Payment Date on the underlying Bonds, the Trustee shall pay to the Holder thereof upon presentation and surrender of its Certificates, in lawful money of the United States of America, by check no later than one Business Day after receipt of funds by the Trustee, the entire amount of such Interest evidenced thereby, less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Principal Certificate, on or after the stated maturity date of the Principal evidenced thereby, if the Issuer shall have paid in full and the Trustee shall have received the amount of such Principal upon maturity of the underlying Bond or Bonds, the Trustee shall pay to the Holder thereof upon presentation and surrender of its Certificates, in lawful money of the United States of America, by check no later than one Business Day after receipt of funds by the Trustee, the entire amount of such Principal evidenced thereby, less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Callable Principal Certificate, on or after the stated maturity date, the redemption date or the Interest Payment Date, as applicable, of the Callable Principal evidenced thereby, if the Issuer shall have paid and the Trustee shall have received all or any part of the Callable Principal due upon maturity or earlier redemption of the underlying Bonds or on any Interest Payment Date, the Trustee shall pay to the Holder thereof upon presentation and surrender of its Certificates, in lawful money of the United States of America, by check no later than one Business Day after receipt of funds by the Trustee, the entire amount of such Callable Principal so paid and received or, in the case of a Callable Principal Certificate redeemed in part, the amount of such Principal so redeemed; in each case less any taxes or governmental charges required to be withheld from such payment by the Trustee. Any Callable Principal Certificate which is not redeemed on the First Call Date shall be terminated and deemed involuntarily surrendered by the Holder thereof in exchange for a principal amount of the Bonds underlying such Callable Principal Certificate equal to the face amount of such Callable Principal Certificate, whether or not such Holder has requested such exchange. No action by With respect to any Stripped Coupon Certificate, on or after the Interest Payment Date of the Interest evidenced thereby, if the Issuer shall have paid in full and the Trustee shall have received the interest due on such Interest Payment Date on the underlying Bonds, the Trustee shall pay to the Holder thereof upon presentation and surrender of its Certificates, in lawful money of the United States of America, by check no later than one Business Day after receipt of funds by the Trustee, the entire amount of such Interest evidenced thereby, less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Stripped Bond Certificate, on or after the Interest Payment Date or stated maturity date, as applicable, of the Interest or Principal evidenced thereby, if the Issuer shall have paid and the Trustee shall have received the Interest evidenced thereby or all or any part of the principal amount of the Principal evidenced thereby due upon maturity of the underlying Bonds, the Trustee shall pay to the Holder thereof (i) with respect to each Interest Payment Date preceding the maturity date, as of the applicable record date of the underlying Bonds, and (ii) with respect to the maturity date, upon presentation of its Certificates, in lawful money of the United States of America, by check no later than one Business Day after receipt of funds by the Trustee (in the case of clause (i) above, sent by first-class mail to the address of the Holder set forth in the Certificate Register), the entire amount of such Interest and/or Principal; in each case less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Callable Stripped Bond Certificate, on or after the stated maturity date, the redemption date or the Interest Payment Date, as applicable, of the Callable Principal evidenced thereby, if the Issuer shall have paid and the Trustee shall have received the Interest or all or any part of the Callable Principal evidenced thereby due upon maturity or earlier redemption of the underlying Bonds or on any Interest Payment Date, the Trustee shall pay to the Holder thereof (i) with respect to each Interest Payment Date preceding the maturity date or redemption date, as applicable, as of the applicable record date of the underlying Bonds, and (ii) with respect to the maturity date or redemption date, as applicable, upon presentation of its Certificates, in lawful money of the United States of America, by check no later than one Business Day after receipt of funds by the Trustee (in the case of clause (i) above, sent by first-class mail to the address of the Holder set forth in the Certificate Register), the entire amount of such Holder's allocable portion of the Callable Principal so received or, in the case of a Callable Stripped Bond Certificate redeemed in part, the amount so redeemed; in each case less any taxes or governmental charges required to be withheld from such payment by the Trustee. Any Callable Stripped Bond Certificate which is not redeemed on the First Call Date shall be terminated and deemed involuntarily surrendered by the Holder thereof in exchange for a principal amount of the Bonds underlying such Callable Stripped Bond Certificate equal to the face amount of such Callable Stripped Bond Certificate, whether or not such Holder has requested such exchange. No action by such Holder shall be required to effect such termination, which shall be carried out by the Trustee pursuant to the terms of this Agreement. With respect to any payment of Interest, Principal or Callable Principal, as applicable, that constitutes a Retained Amount, the Trustee shall remit such Retained Amount to the Depositor, in immediately available funds, within one Business Day of receipt by the Trustee from the Issuer. When making any payment to a Holder of a Certificate or, with respect to any Retained Amount, to the Depositor, under this Agreement, the Trustee shall round down such payment to the nearest whole cent. Notwithstanding any other provisions in this Agreement, the right of the Holder of any Certificate to receive any of the payments described above in this Section 4.01, and to institute suit for the enforcement of any such payment on or after the date such payment is payable, shall not be impaired without the consent of such Holder.

Depositor's Warranties. In the case of each delivery of Bonds to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that the Depositor is duly authorized to so deliver such Bonds and that immediately prior to the delivery thereof the Depositor owned such Bonds free and clear of any lien, pledge, encumbrance or other security interest, and such delivery is irrevocable and free of any continuing claim by the Depositor, except for the Retained Amount. The Depositor shall further be deemed by such delivery to represent and warrant to the Trustee that the prospectus and prospectus supplement prepared by the Depositor with respect to the Certificates makes such disclosure with respect to the Bonds as is required by applicable federal and state securities laws. Such representations and warranties shall survive the delivery of such Bonds and the Certificates in respect thereof. PAYMENT OF INTEREST AND PRINCIPAL; CUSTODY OF PROCEEDS OF INTEREST AND PRINCIPAL PAYMENTS Section 4.01. Payment of Interest; Payment of Principal; Mandatory Exchange of Callable Principal Certificates and Callable Stripped Bond Certificates. In the case of Bonds held by the Trustee in certificate form, the Trustee shall present the Bonds to the Issuer, Indenture Trustee or paying agent therefor, as applicable, for payment of Interest on the Interest Payment Dates related thereto and all Principal at stated maturity or upon the Redemption Date therefor, to the extent required under the terms of such Bonds to obtain payment thereon. With respect to any Coupon Certificate, on or after the Interest Payment Date of the Interest evidenced thereby, if the Issuer shall have paid in full and the Trustee shall have received the interest due on such Interest Payment Date on the underlying Bonds, the Trustee shall pay to the Holder thereof upon presentation and surrender as of its Certificatesthe applicable record date of the underlying Bonds, in lawful money of the United States of America, by check sent no later than one Business Day business day after receipt of funds by the TrusteeTrustee by first-class mail to the address of the Holder set forth in the certificate Register, the entire amount of such Interest evidenced thereby, less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Principal Certificate, on or after the stated maturity date of the Principal evidenced thereby, if the Issuer shall have paid in full and the Trustee shall have received the amount of such Principal upon maturity of the underlying Bond or Bonds, the Trustee shall pay to the Holder thereof upon presentation and surrender as of its Certificatesthe applicable record date of the underlying Bonds, in lawful money of the United States of America, by check sent no later than one Business Day business day after receipt of funds by the TrusteeTrustee by first-class mail to the address of the Holder set forth in the Certificate Register, the entire amount of such Principal evidenced thereby, less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Callable Principal Certificate, on or after the stated maturity date, the redemption date or the Interest Payment Date, as applicable, of the Callable Principal evidenced thereby, if the Issuer shall have paid and the Trustee shall have received all or any part of the Callable Principal due upon maturity or earlier redemption of the underlying Bonds or on any Interest Payment Date, the Trustee shall pay to the Holder thereof upon presentation and surrender as of its Certificatesthe applicable record date of the underlying Bonds, in lawful money of the United States of America, by check sent no later than one Business Day business day after receipt of funds by the TrusteeTrustee by first-class mail to the address of the Holder set forth in the Certificate Register, the entire amount of such Callable Principal so paid and received or, in the case of a Callable Principal Certificate redeemed in part, the amount of such Principal so redeemed; in each case less any taxes or governmental charges required to be withheld from such payment by the Trustee. Any Callable Principal Certificate which is not redeemed on the First Call Date shall be terminated and deemed involuntarily surrendered by the Holder thereof in exchange for a principal A-15 25 amount of the Bonds underlying such Callable Principal Certificate equal to the face amount of such Callable Principal Certificate, whether or not such Holder has requested such exchange. No action by such Holder will be required to effect such termination, which will be carried out by the Trustee pursuant to the terms of this Agreement. With respect to any Stripped Coupon Certificate, on or after the Interest Payment Date of the Interest evidenced thereby, if the Issuer shall have paid in full and the Trustee shall have received the interest due on such Interest Payment Date on the underlying Bonds, the Trustee shall pay to the Holder thereof upon presentation and surrender as of its Certificatesthe applicable record date of the underlying Bonds, in lawful money of the United States of America, by check sent no later than one Business Day after receipt of funds by the TrusteeTrustee by first-class mail to the address of the Holder set forth in the Certificate Register, the entire amount of such Interest evidenced thereby, less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Stripped Bond Certificate, on or after the Interest Payment Date or stated maturity date, as applicable, of the Interest or Principal evidenced thereby, if the Issuer shall have paid and the Trustee shall have received the Interest evidenced thereby or all or any part of the principal amount of the Principal evidenced thereby due upon maturity of the underlying Bonds, the Trustee shall pay to the Holder thereof (i) with respect to each Interest Payment Date preceding the maturity date, as of the applicable record date of the underlying Bonds, and (ii) with respect to the maturity date, upon presentation of its Certificates, in lawful money of the United States of America, by check sent no later than one Business Day after receipt of funds by the Trustee (in the case of clause (i) above, sent by first-class mail to the address of the Holder set forth in the Certificate Register), the entire amount of such Interest and/or Principal; in each case less any taxes or governmental charges required to be withheld from such payment by the Trustee. With respect to any Callable Stripped Bond Certificate, on or after the stated maturity date, the redemption date or the Interest Payment Date, as applicable, of the Callable Principal evidenced thereby, if the Issuer shall have paid and the Trustee shall have received the Interest or all or any part of the Callable Principal evidenced thereby due upon maturity or earlier redemption of the underlying Bonds or on any Interest Payment Date, the Trustee shall pay to the Holder thereof (i) with respect to each Interest Payment Date preceding the maturity date or redemption date, as applicable, as of the applicable record date of the underlying Bonds, and (ii) with respect to the maturity date or redemption date, as applicable, upon presentation of its Certificates, in lawful money of the United States of America, by check sent no later than one Business Day after receipt of funds by the Trustee (in the case of clause (i) above, sent by first-class mail to the address of the Holder set forth in the Certificate Register), the entire amount of such Holder's allocable portion of the Callable Principal so received or, in the case of a Callable Stripped Bond Certificate redeemed in part, the amount so redeemed; in each case less any taxes or governmental charges required to be withheld from such payment by the Trustee. Any Callable Stripped Bond Certificate which is not redeemed on the First Call Date shall be terminated and deemed involuntarily surrendered by the Holder thereof in exchange for a principal amount of the Bonds underlying such Callable Stripped Bond Certificate equal to the face amount of such Callable Stripped Bond Certificate, whether or not such Holder has requested such exchange. No action by such Holder shall will be required to effect such termination, which shall will be carried out by the Trustee pursuant to the terms of this Agreement. With respect to any payment of Interest, Principal or Callable Principal, as applicable, that constitutes a Retained Amount, the Trustee shall remit such Retained Amount to the Depositor, in immediately available funds, within one Business Day of receipt by the Trustee from the Issuer. When making any payment to a Holder of a Certificate or, with respect to any Retained Amount, Amount to the Depositor, under this Agreement, the Trustee shall round down such payment to the nearest whole cent. Notwithstanding any other provisions in this Agreement, the right of the Holder of any Certificate to receive any of the payments described above in this Section 4.01, and to institute suit for the enforcement of any such payment on or after the date such payment is payable, shall not be impaired without the consent of such Holder.