Common use of Supporting Papers Clause in Contracts

Supporting Papers. The Trustee shall not pay out any Deposited Cash against the delivery of any of the Trust Equipment unless and until it shall have received: (a) a certificate of the agent or agents designated by the Trustee to receive delivery of the Trust Equipment, stating that the Trust Equipment described and specified therein by number or numbers has been delivered to such agent or agents (the date of such certificate to be presumed conclusively as the date of such delivery); (b) an Officers' Certificate which shall state (i) that such Trust Equipment is Equipment as herein defined, (ii) the date each unit of such Trust Equipment was first put into use or that such Trust Equipment was first put into use not earlier than a specified date, (iii) that the Cost of such Trust Equipment is the amount therein specified (i) an invoice or invoices from the Owner of such Trust Equipment, if other than the Company, and (ii) a bill xx bills of sale of such Trust Equipment from the Owner thereof to the Trustee, which bill xx bills of sale shall contain a warranty or guaranty to the Trustee that the title to the Trust Equipment described therein is free from all liens and encumbrances (except as permitted herein) other than the rights of the Company hereunder; and (d) an Opinion of Counsel to the effect (i) that such bill xx bills of sale are valid and effective, either alone or in connection with any other instrument referred to in and accompanying such opinion, to vest in the Trustee title to such Trust Equipment free from all liens, security interests and other encumbrances (except as permitted herein) other than the rights of the Company hereunder, (ii) that in the case of any Trust Equipment not specifically described herein, a proper supplement hereto in respect of such Trust Equipment has been duly executed by the Trustee and the Company and filed and recorded in accordance with Section 6.05 and (iii) that, in the opinion of such counsel, all conditions precedent provided for in this Agreement relating to the payment in question have been complied with. Any Officers' Certificate delivered pursuant to this Section may state that the Cost of the Trust Equipment therein referred to is tentatively determined, subject to final adjustment to be evidenced in a final Officers' Certificate to be delivered to the Trustee.

Supporting Papers. The Trustee shall not pay out any Deposited Cash against the delivery of any of the Trust Equipment unless and until it shall have received: (a) a certificate of the agent or agents designated by the Trustee to receive delivery of the Trust Equipment, stating that the Trust Equipment described and specified therein by number or numbers has been delivered to such agent or agents (the date of such certificate to be presumed conclusively as the date of such delivery); (b) an Officers' Certificate which shall state (i) that such Trust Equipment is Equipment as herein defined, (ii) the date each unit of such Trust Equipment was first put into use or that such Trust Equipment was first put into use not earlier than a specified date, (iii) that the Cost of such Trust Equipment is the amount therein specifiedspecified or is not less than the amount therein specified and (iv) the Value to the Company, in the opinion of the signer, of such Trust Equipment as of the date of the Section 3.02 Request and (v) that in the opinion of the signers all conditions precedent provided in this Agreement, relating to the payment in question, have been complied with; (c) (i) an invoice or invoices from the Owner of such Trust Equipment, if other than the Company, and (ii) a bill xx or bills of sale of such Trust Equipment from the Owner thereof to the Trustee, which bill xx or bills of sale shall contain a warranty or guaranty guarantee to the Trustee that the title to the Trust Equipment described therein is free from all liens and encumbrances (except as permitted herein) other than the rights of the Company hereunder; and (d) an Opinion of Counsel to the effect (i) that such bill xx bills of sale are valid and effective, either alone or in connection with any other instrument referred to in and accompanying such opinion, to vest in the Trustee title to such Trust Equipment free from all liens, security interests and other encumbrances (except as permitted herein) other than the rights of the Company hereunder, (ii) that in the case of any Trust Equipment not specifically described herein, a proper supplement hereto in respect of such Trust Equipment has been duly executed by the Trustee and the Company and filed and recorded in accordance with Section 6.05 and (iii) that, in the opinion of such counsel, all conditions precedent provided for in this Agreement relating to the payment in question have been complied with. Any Officers' Certificate delivered pursuant to this Section may state that the Cost of the Trust Equipment therein referred to is tentatively determined, subject to final adjustment to be evidenced in a final Officers' Certificate to be delivered to the Trustee. ARTICLE FOUR Conditional Sale of Trust Equipment to the Company SECTION 4.01. Conditional Sale of Trust Equipment to the Company. The Trustee does hereby conditionally sell to the Company all the Trust Equipment from and after the date such Trust Equipment is acquired by the Trustee hereunder.