Common use of Sale of Bonds Clause in Contracts

Sale of Bonds. In order to maintain the sound investment character of the Trust, the Depositor thereof may direct the Trustee to sell Bonds in the Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Depositor has determined that any one or more of the following conditions exist: (a) that there has been a default on such Bonds in the payment of principal or interest, or both, when due and payable; (b) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any such Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Bonds or the payment of debt service on the same; (c) that there has occurred any breach of covenant or warrant in any resolution, ordinance, trust, indenture or other document, which would adversely affect either immediately or contingently the payment of debt service on such Bonds, or other general credit standing, or otherwise impair the sound investment character of such Bonds; (d) that there has been a default in the payment of principal of or interest on any other outstanding Securities of an issuer of such Bonds; (e) that in the case of revenue Bonds, the revenues and income of the facility or project or other special funds expressly charged and pledged for debt service on any such Bonds shall fall substantially below the estimated revenues or income calculated by the engineers or other proper officials charged with the acquisition, construction or operation of such facility or project, so that, in the opinion of the Depositor, the retention of such Bonds would be detrimental to the sound investment character of the Trust and to the interest of the Unit Holders thereof; (f) that the price of any such Bonds has declined to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such Bonds would be detrimental to the Trust and to the interest of the Unit Holders thereof; (g) that such Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(g), "an advanced refunding" shall be deemed to have occurred when refunding Bonds are issued and the proceeds thereof are deposited in irrevocable trust to retire the Bonds on or before their redemption date; or (h) that as of any Monthly or Semi-annual Record Date (if applicable) such Bonds are scheduled to be redeemed to the next succeeding Monthly or Semi-Annual (if applicable) Distribution Date; provided, however, that as the result of such sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the distribution from the Principal Account on such next succeeding Monthly Distribution Date at least $.50 per Unit; (i) that the Federal tax exemption on such Bonds has been lost; and, if the Trust be an insured Trust, that any Insurance that may be applicable to the Bonds cannot be relied upon to maintain the interests of the Trust to at least as great an extent as such sale. In the event the Sponsor has directed the Trustee to sell a Bond, the Trustee shall exercise its right to purchase a Permanent Insurance Policy if the Sponsor determines that such purchase and payment of related premium will result in a net realization for the Trust greater than would the sale of the Bond without the purchase of a Permanent Insurance Policy with respect to such Bond sold and shall pay an amount equal to the premium payable for such Permanent Insurance Policy to the Portfolio Insurer at the time and in the manner required by such Permanent Insurance Policy. Such premium shall be payable only from the proceeds of sale of such Bonds. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell the specified Bonds in accordance with such direction; provided, however, that the Trustee shall not sell any Bonds upon receipt of a direction from the Depositor that they have determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell any Bonds under this Section 3.07 except to the extent otherwise required by Section 3.10 of this Indenture. For any series of the Trust which is insured, the Trustee shall not, except as otherwise provided herein, sell Bonds as provided in clauses (a) through (i) above, but shall (upon advice of counsel in writing that such policy of Insurance is currently in effect and legally binding on the Insurer) hold such Bonds, receive the payments due in respect of principal and interest covered by such Insurance and deposit such payments into the Principal and Interest Accounts as appropriate.

Sale of Bonds. In order to maintain the sound investment character of the TrustTrust Fund, the Depositor thereof may direct the Trustee to sell Bonds Bonds, provided the Depositor deems such sale to be in the Trust best interest of Certificateholders in accordance with Section 2.5 hereof, at such price and time and in such manner as shall be determined by the Depositor, provided that the Depositor has determined that any one or more of the following conditions exist: (a) that there has been a default on such Bonds in the payment of principal or interest, or both, when due and payable; (b) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any such Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, the tax-exempt nature of the interest paid on such Bonds under the Internal Revenue Code of 1986, as amended, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Bonds or the payment of debt service on the same; (c) that there has occurred any breach of covenant or warrant warranty in any resolution, ordinance, trust, indenture or other document, of which the Depositor has received notice, which would adversely affect either immediately or contingently the payment of debt service on such Bonds, or other general credit standing, or otherwise impair the sound investment character of such Bonds; (d) that there has been a default in the payment of principal of or interest on any other outstanding Securities obligations of an issuer of such Bonds; (e) that in the case of revenue Bondsbonds, the revenues and income of the facility or project or other special funds expressly charged and pledged for debt service on any such Bonds shall fall substantially below the estimated revenues or income calculated by the engineers or other proper officials charged with the acquisition, construction or operation of such facility or project, so that, in the opinion of the Depositor, the retention of such Bonds would be detrimental to the sound investment character of the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (f) that the price of any such Bonds has declined to such an extent, or such other market or credit factor exists, so that in the opinion of the Depositor Depositor, with consideration of the insurance, the retention of such Bonds would be detrimental to the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (g) that such Bonds are the subject of an advanced advance refunding. For the purposes of this Section 3.07(g3.7(g), "an advanced advance refunding" shall be deemed to have occurred mean when refunding Bonds bonds are issued and the proceeds thereof are deposited in irrevocable trust to retire the Bonds on or before their redemption date; or (h) that as of any Monthly or Semi-annual Record Computation Date (if applicable) such Bonds are scheduled to be redeemed and paid prior to the next succeeding Monthly or Semi-Annual (if applicable) Distribution Date; provided, however, that as the result of such sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the distribution from the Principal Account on such next succeeding Monthly Distribution Date at least $.50 1.00 per Unit; (i) that the Federal tax exemption on such Bonds has been lost; and, if the Trust be an insured Trust, that any Insurance that may be applicable to the Bonds cannot be relied upon to maintain the interests of the Trust to at least as great an extent as such sale. In the event the Sponsor has directed the Trustee to sell a Bond, the Trustee shall exercise its right to purchase a Permanent Insurance Policy if the Sponsor determines that such purchase and payment of related premium will result in a net realization for the Trust greater than would the sale of the Bond without the purchase of a Permanent Insurance Policy with respect to such Bond sold and shall pay an amount equal to the premium payable for such Permanent Insurance Policy to the Portfolio Insurer at the time and in the manner required by such Permanent Insurance Policy. Such premium shall be payable only from the proceeds of sale of such Bonds. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell the specified Bonds Bond in accordance with such direction; provided, however, that the Trustee shall not sell any Bonds Bond upon receipt of a direction from the Depositor that they have it is determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction of the Depositor or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell any Bonds under this Section 3.07 3.7 except to the extent otherwise required by Section 3.10 of this Indenture. For any series of the Trust which is insured, the Trustee shall not, except as otherwise provided herein, sell Bonds as provided in clauses (a) through (i) above, but shall (upon advice of counsel in writing that such policy of Insurance is currently in effect and legally binding on the Insurer) hold such Bonds, receive the payments due in respect of principal and interest covered by such Insurance and deposit such payments into the Principal and Interest Accounts as appropriate.

Sale of Bonds. In order to maintain the sound investment character of the TrustTrust Fund, the Depositor thereof Depositors may direct the Trustee to sell Bonds Bonds, provided the Depositors deem such sale to be in the Trust best interest of Certificateholders in accordance with Section 2.5 hereof, at such price and time and in such manner as shall be determined by the DepositorDepositors, provided that the Depositor has Depositors have determined that any one or more of the following conditions exist: (a) that there has been a default on such Bonds in the payment of principal or interest, or both, when due and payable; (b) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any such Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, the tax-exempt nature of the interest paid on such Bonds under the Internal Revenue Code of 1986, as amended, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Bonds or the payment of debt service on the same; (c) that there has occurred any breach of covenant or warrant warranty in any resolution, ordinance, trust, indenture or other document, of which the Depositors have received notice, which would adversely affect either immediately or contingently the payment of debt service on such Bonds, or other general credit standing, or otherwise impair the sound investment character of such Bonds; (d) that there has been a default in the payment of principal of or interest on any other outstanding Securities obligations of an issuer of such Bonds; (e) that in the case of revenue Bondsbonds, the revenues and income of the facility or project or other special funds expressly charged and pledged for debt service on any such Bonds shall fall substantially below the estimated revenues or income calculated by the engineers or other proper officials charged with the acquisition, construction or operation of such facility or project, so that, in the opinion of the DepositorDepositors, the retention of such Bonds would be detrimental to the sound investment character of the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (f) that the price of any such Bonds has declined to such an extent, or such other market or credit factor exists, so that in the opinion of the Depositor Depositors, with consideration of the Insurance described in Section 2.5, the retention of such Bonds would be detrimental to the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (g) that such Bonds are the subject of an advanced advance refunding. For the purposes of this Section 3.07(g3.7(g), "an advanced advance refunding" shall be deemed to have occurred mean when refunding Bonds bonds are issued and the proceeds thereof are deposited in irrevocable trust to retire the Bonds on or before their redemption date; or (h) that as of any Monthly or Semi-annual Record Computation Date (if applicable) such Bonds are scheduled to be redeemed and paid prior to the next succeeding Monthly or Semi-Annual (if applicable) Distribution Date; provided, however, that as the result of such sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the distribution from the Principal Account on such next succeeding Monthly Distribution Date at least $.50 1.00 per Unit; (i) that the Federal tax exemption on such Bonds has been lost; and, if the Trust be an insured Trust, that any Insurance that may be applicable to the Bonds cannot be relied upon to maintain the interests of the Trust to at least as great an extent as such sale. In the event the Sponsor has directed the Trustee to sell a Bond, the Trustee shall exercise its right to purchase a Permanent Insurance Policy if the Sponsor determines that such purchase and payment of related premium will result in a net realization for the Trust greater than would the sale of the Bond without the purchase of a Permanent Insurance Policy with respect to such Bond sold and shall pay an amount equal to the premium payable for such Permanent Insurance Policy to the Portfolio Insurer at the time and in the manner required by such Permanent Insurance Policy. Such premium shall be payable only from the proceeds of sale of such Bonds. Upon receipt of such direction from the DepositorDepositors, upon which the Trustee shall rely, the Trustee shall determine, based upon such direction, whether it is in the best interests of the Certificateholders to obtain Permanent Insurance with respect to the specified Bond and then proceed to obtain such Permanent Insurance, if applicable, and proceed to sell the specified Bonds Bond in accordance with such direction; provided, however, that the Trustee shall not sell any Bonds Bond upon receipt of a direction from the Depositor Depositors that they have determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction of the Depositors or by reason of the failure of the Depositor Depositors to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell any Bonds under this Section 3.07 3.7 except to the extent otherwise required by Section 3.10 of this Indenture. For any series of the Trust which is insured, the Trustee shall not, except as otherwise provided herein, sell Bonds as provided in clauses (a) through (i) above, but shall (upon advice of counsel in writing that such policy of Insurance is currently in effect and legally binding on the Insurer) hold such Bonds, receive the payments due in respect of principal and interest covered by such Insurance and deposit such payments into the Principal and Interest Accounts as appropriate.

Sale of Bonds. In order to maintain the sound investment character of the TrustTrust Fund, the Depositor thereof may direct the Trustee to sell Bonds Bonds, provided the Depositor deems such sale to be in the Trust best interest of Certificateholders in accordance with Section 2.5 hereof, at such price and time and in such manner as shall be determined by the Depositor, provided that the Depositor has determined that any one or more of the following conditions exist: (a) that there has been a default on such Bonds in the payment of principal or interest, or both, when due and payable; (b) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any such Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, the tax-exempt nature of the interest paid on such Bonds under the Internal Revenue Code of 1986, as amended, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Bonds or the payment of debt service on the same; (c) that there has occurred any breach of covenant or warrant warranty in any resolution, ordinance, trust, indenture or other document, of which the Depositor has received notice, which would adversely affect either immediately or contingently the payment of debt service on such Bonds, or other general credit standing, or otherwise impair the sound investment character of such Bonds; (d) that there has been a default in the payment of principal of or interest on any other outstanding Securities obligations of an issuer of such Bonds; (e) that in the case of revenue Bondsbonds, the revenues and income of the facility or project or other special funds expressly charged and pledged for debt service on any such Bonds shall fall substantially below the estimated revenues or income calculated by the engineers or other proper officials charged with the acquisition, construction or operation of such facility or project, so that, in the opinion of the Depositor, the retention of such Bonds would be detrimental to the sound investment character of the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (f) that the price of any such Bonds has declined to such an extent, or such other market or credit factor exists, so that in the opinion of the Depositor Depositor, the retention of such Bonds would be detrimental to the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (g) that such Bonds are the subject of an advanced advance refunding. For the purposes of this Section 3.07(g3.8(g), "an advanced advance refunding" shall be deemed to have occurred mean when refunding Bonds bonds are issued and the proceeds thereof are deposited in irrevocable trust to retire the Bonds on or before their redemption date; or (h) that as of any Monthly or Semi-annual Record Computation Date (if applicable) such Bonds are scheduled to be redeemed and paid prior to the next succeeding Monthly or Semi-Annual (if applicable) Distribution Date; provided, however, that as the result of such sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the distribution from the Principal Account on such next succeeding Monthly Distribution Date at least $.50 1.00 per Unit; (i) that the Federal tax exemption on such Bonds has been lost; and, if the Trust be an insured Trust, that any Insurance that may be applicable to the Bonds cannot be relied upon to maintain the interests of the Trust to at least as great an extent as such sale. In the event the Sponsor has directed the Trustee to sell a Bond, the Trustee shall exercise its right to purchase a Permanent Insurance Policy if the Sponsor determines that such purchase and payment of related premium will result in a net realization for the Trust greater than would the sale of the Bond without the purchase of a Permanent Insurance Policy with respect to such Bond sold and shall pay an amount equal to the premium payable for such Permanent Insurance Policy to the Portfolio Insurer at the time and in the manner required by such Permanent Insurance Policy. Such premium shall be payable only from the proceeds of sale of such Bonds. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall determine, based upon such direction, and proceed to sell the specified Bonds Bond in accordance with such direction; provided, however, that the Trustee shall not sell any Bonds Bond upon receipt of a direction from the Depositor that they have it has determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction of the Depositor or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell any Bonds under this Section 3.07 3.8 except to the extent otherwise required by Section 3.10 3.11 of this Indenture. For any series of the Trust which is insured, the Trustee shall not, except as otherwise provided herein, sell Bonds as provided in clauses (a) through (i) above, but shall (upon advice of counsel in writing that such policy of Insurance is currently in effect and legally binding on the Insurer) hold such Bonds, receive the payments due in respect of principal and interest covered by such Insurance and deposit such payments into the Principal and Interest Accounts as appropriate.

Sale of Bonds. In order to maintain the sound investment character of the TrustTrust Fund, the Depositor thereof may direct the Trustee to sell Bonds in the Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Depositor has determined that any one or more of the following conditions exist: (a) that there has been a default on such Bonds in the payment of principal or interest, or both, when due and payable; (b) that any an action or proceeding has been instituted in law or in equity seeking to restrain or enjoin the payment of principal or interest on any such Bonds, attacking the constitutionality of any enabling legislation legislation, or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Bonds or the payment of debt service on the same; (c) that there has occurred any breach of covenant or warrant warranty in any resolution, ordinance, trust, indenture or other document, document which would adversely affect either immediately or contingently the payment of debt service on such Bonds, or other general credit standing, or otherwise impair the sound investment character of such Bonds; (d) that there has been a default in the payment of principal of or interest on any other outstanding Securities obligations of an issuer of such Bonds; (e) that in the case of revenue Bondsbonds, the revenues and income of the facility or project or other special funds expressly charged and pledged for debt service on any such Bonds shall fall substantially below the estimated revenues or income calculated by the engineers or other proper officials charged with the acquisition, construction or operation of such facility or project, so that, in the opinion of the Depositor, the retention of such Bonds would be detrimental to the sound investment character of the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (f) that the price of any such Bonds has declined to such an extent, or such other market or credit factor exists, so that in the opinion of the Depositor the retention of such Bonds would be detrimental to the Trust Fund and to the interest of the Unit Holders thereofCertificateholders; (g) that such Bonds are the subject of an advanced refunding. For advance refunding (for the purposes of this Section 3.07(g), an "an advanced advance refunding" shall be deemed to have occurred mean when refunding Bonds bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date); or (h) that as of any Monthly or Semi-annual Record Date (if applicable) such Bonds are scheduled to be redeemed and paid prior to the next succeeding Monthly or Semi-Annual (if applicable) Distribution Date; provided, however, that as the result of such sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the distribution from the appropriate Principal Account on such next succeeding Monthly Semi-Annual Distribution Date at least $.50 per Unit; (i) that the Federal tax exemption on such Bonds has been lost; and, if the Trust be an insured Trust, that any Insurance that may be applicable to the Bonds cannot be relied upon to maintain the interests of the Trust to at least as great an extent as such sale. In the event the Sponsor has directed the Trustee to sell a Bond, the Trustee shall exercise its right to purchase a Permanent Insurance Policy if the Sponsor determines that such purchase and payment of related premium will result in a net realization for the Trust greater than would the sale of the Bond without the purchase of a Permanent Insurance Policy with respect to such Bond sold and shall pay an amount equal to the premium payable for such Permanent Insurance Policy to the Portfolio Insurer at the time and in the manner required by such Permanent Insurance Policy. Such premium shall be payable only from the proceeds of sale of such Bonds. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell the specified Bonds in accordance with such direction; provided, however, that the Trustee shall not sell any Bonds upon receipt of a direction from the Depositor that they have if it has determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell any Bonds under this Section 3.07 except to the extent otherwise required by Section 3.10 of this Indenture. For any series of the Trust which is insured, the Trustee shall not, except as otherwise provided herein, sell Bonds as provided in clauses (a) through (i) above, but shall (upon advice of counsel in writing that such policy of Insurance is currently in effect and legally binding on the Insurer) hold such Bonds, receive the payments due in respect of principal and interest covered by such Insurance and deposit such payments into the Principal and Interest Accounts as appropriate.