Documents to be Delivered Clause Samples

Documents to be Delivered by H▇▇▇▇▇(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: BSFP and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required (2) Other documents to be delivered are: BSFP and the Counterparty Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP and the Counterparty A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement and such Confirmation Yes BSFP A copy of the most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes BSFP and the Counterparty An opinion of counsel with respect to the due authorization, execution and enforceability of this Agreement, acceptable to the other party hereto. Upon the execution and delivery of this Agreement and such Confirmation Yes

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. For the purpose of Section 4(a) (i) and 4(a) (iii): (1) Tax forms, documents, or certificates to be delivered are: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO DELIVER DOCUMENT CERTIFICATE BE DELIVERED Party A and Party B Any documents required or Promptly after the earlier of (i) reasonable reasonably requested to allow demand by either party or (ii) learning that such the other party to make form or document is required payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate (2) Other documents to be delivered are: PARTY REQUIRED FORM/DOCUMENT/ DATE BY WHICH TO BE COVERED BY TO DELIVER CERTIFICATE DELIVERED SECTION 3(D) DOCUMENT REPRESENTATION Party A and Party B Any documents required by the Upon execution and Yes receiving party to evidence the delivery of this authority of the delivering party Agreement and such for it to execute and deliver this Confirmation Agreement, any Confirmation to which it is a party, and to evidence the authority of the delivering party to perform its obligations under this Agreement and such Confirmation. Party A and Party B A certificate of an authorized Upon the execution Yes officer of the party, as to the and delivery of this incumbency and authority of the Agreement and such respective officers of the party Confirmation signing this Agreement

Documents to be Delivered. For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable: (a) Tax forms, documents or certificates to be delivered are: ----------------------------------------------------------------------------------------------------------------------------- PARTY REQUIRED TO DELIVER DOCUMENT Form/Document/ Date by which document to be delivered Certificate ----------------------------------------------------------------------------------------------------------------------------- Parties A & B Any document or certificate reasonably As soon as reasonably practicable required or reasonably requested by a following a request by other party. party in connection with its obligations to make a payment under this Agreement which would enable that party to make the payment free from any deduction or withholding for or on account of Tax or as would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment. ----------------------------------------------------------------------------------------------------------------------------- (b) Other documents to be delivered are: ----------------------------------------------------------------------------------------------------------------------------- PARTY REQUIRED TO DELIVER DOCUMENT Form/Document/ Date by which document to be delivered Certificate ----------------------------------------------------------------------------------------------------------------------------- Parties A & B A list of authorised signatories for At the execution of this Agreement and the party and evidence satisfactory in thereafter promptly upon any change in form and substance to the other party authorised persons or upon request. of the authority of the authorised signatories of the party to execute this Agreement and each confirmation on behalf of the party. ----------------------------------------------------------------------------------------------------------------------------- Parties A & B A legal opinion as to the validity and The date of this Agreement. enforceability of that party's obligations under this Agreement in form and substance and issued by legal counsel reasonably acceptable to the other party. ----------------------------------------------------------------------------------------------------------------------------- Party A A copy of the most recent annual report Upon reasonable request by Party B. of the party cont...

Documents to be Delivered. FOR THE PURPOSE OF SECTION 4(A): (a) Tax forms, documents or certificates to be delivered are: PARTY REQUIRED TO DELIVER COVERED BY SECTION 3(D) DOCUMENT FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE REPRESENTATION DELIVERED BNY and Counterparty Any document required or reasonably requested to Upon the execution and Yes allow the other party to make payments under this delivery of this Agreement Agreement without any deduction or withholding for or on the account of any tax. (b) Other documents to be delivered are: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION 3(D) DOCUMENT DELIVERED REPRESENTATION BNY A certificate of an authorized officer of the party, Upon the execution and Yes as to the incumbency and authority of the respective delivery of this Agreement officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Counterparty (i) a copy of the executed Pooling and Servicing Upon the execution and Yes Agreement, and (ii) an incumbency certificate delivery of this Agreement. verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty BNY A copy of the most recent publicly available Promptly after request by Yes regulatory call report. the other party BNY Legal Opinion as to enforceability of this Agreement Upon the execution and Yes delivery of this Agreement. Counterparty Certified copy of the Board of Directors resolution Upon the execution and Yes (or equivalent authorizing documentation) which sets delivery of this Agreement. forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder.

Documents to be Delivered. Lender has no obligation to make its first Loan or to issue the first Letter of Credit, unless Lender shall have received all of the following, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to Lender: (a) This Agreement and any other documents that Lender is to execute in connection herewith. (b) The Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate of a Responsible Officer of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (3) a copy of any bylaws of Borrower; (ii) A “Compliance Certificate” of a Responsible Officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of ▇▇▇▇▇▇▇▇ PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to claus...

Documents to be Delivered. For the purpose of Section 4(a):

Documents to be Delivered. The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: