FORTH THEREON.
(VII)
ANY SEPARATE ASSIGNMENT OF LEASES AND RENTS RELATED TO THE BOND
MORTGAGE, IF ANY.
(B)
FINAL DOCUMENTATION AND FEE DELIVERY WITH RESPECT TO THIS
AGREEMENT.
ON OR PRIOR TO THE CLOSING DATE, THE FOLLOWING CONDITIONS PRECEDENT
SHALL BE SATISFIED PRIOR TO DELIVERY BY FREDDIE MAC OF EACH SERIES CERTIFICATE
AGREEMENT:
(I)
PAYMENT MADE OR CAUSED TO BE MADE BY THE SPONSOR OF FREDDIE MAC'S
FEES, COSTS AND EXPENSES WHICH ARE DUE AND PAYABLE ON OR BEFORE THE CLOSING DATE
IN ACCORDANCE WITH THIS AGREEMENT;
(II)
[RESERVED];
(III)
THERE SHALL HAVE OCCURRED NO MATERIAL ADVERSE CHANGE IN THE
FINANCIAL CONDITION OR BUSINESS OF ANY OWNER, OR IN THE PHYSICAL CONDITION,
OPERATING PERFORMANCE OR VALUE OF THE OWNER'S MORTGAGED PROPERTY SINCE THE DATE
OF THE DATA TAPE;
(IV)
EXCEPT AS SET FORTH ON SCHEDULE D, THERE SHALL EXIST NO "BOND
EVENT OF DEFAULT" UNDER ANY OF THE OWNER DOCUMENTS WITH RESPECT TO ANY MORTGAGED
PROPERTY; AND
(V)
RECEIPT BY FREDDIE MAC, ON OR PRIOR TO THE CLOSING DATE, OF THE
FOLLOWING, EACH DATED AS OF THE CLOSING DATE, EXCEPT AS OTHERWISE AGREED TO IN
FORM AND SUBSTANCE SATISFACTORY TO FREDDIE MAC IN ALL RESPECTS:
(A)
AN EXECUTED COPY OF THE BOND EXCHANGE AGREEMENT, EACH
SERIES CERTIFICATE AGREEMENT, EACH REMARKETING AGREEMENT, THE STABILIZATION
GUARANTY, ESCROW AND SECURITY AGREEMENT, THE SERVICING AGREEMENT, THE GUARANTY
AND EACH OTHER SPONSOR DOCUMENT AND THE SATISFACTION OF ALL CONDITIONS PRECEDENT
SET FORTH IN SUCH DOCUMENTS;
(B)
A PASS-THROUGH OPINION(S) OF SPECIAL TAX COUNSEL ACCEPTABLE TO
FREDDIE MAC TO THE EFFECT THAT THE INTEREST ON THE CLASS A CERTIFICATES AND THE
CLASS B CERTIFICATES ARE NOT INCLUDABLE IN GROSS INCOME TO THE
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HOLDERS THEREOF FOR FEDERAL INCOME TAX PURPOSES TO THE SAME EXTENT AS THOUGH THE
HOLDERS OF SUCH CERTIFICATES OWNED THE UNDERLYING BONDS;
(C)
AN OPINION OF SPECIAL COUNSEL TO FREDDIE MAC WITH RESPECT TO THE
TREATMENT OF EACH SERIES POOL UNDER APPLICABLE TAX LAWS OF THE COMMONWEALTH OF
VIRGINIA, IN FORM AND SUBSTANCE ACCEPTABLE TO FREDDIE MAC;
(D)
OPINIONS OF COUNSEL TO THE SPONSOR, GUARANTOR, THE SERVICER AND
EACH TRANSFEROR UNDER THE BOND EXCHANGE AGREEMENT DATED THE CLOSING DATE AND
ADDRESSED TO FREDDIE MAC, IN FORM AND SUBSTANCE ACCEPTABLE TO FREDDIE MAC;
(E)
SUCH OPINION(S) OF COUNSEL TO THE REMARKETING AGENT AS FREDDIE MAC
SHALL REQUIRE IN FORM AND SUBSTANCE SATISFACTORY TO FREDDIE MAC;
(F)
COPIES OF THE NO-ADVERSE EFFECT TAX OPINIONS TO BE DELIVERED BY
BOND COUNSEL IN CONNECTION WITH THE RESTRUCTURING OF THE BONDS, IF APPLICABLE;
AND
(G)
SUCH OTHER DOCUMENTS, INSTRUMENTS, CERTIFICATES, APPROVALS (AND,
IF REQUESTED BY FREDDIE MAC, CERTIFIED DUPLICATES OF EXECUTED COPIES THEREOF) OR
OPINIONS AS FREDDIE MAC MAY REQUEST.
Where subsection (a) requires delivery of a copy of a Bond Mortgage, the related
financing statement or other filed or recorded document, the copy must show the
recorder's stamp, book and page number, or instrument number.
(C)
DOCUMENT DELIVERIES.
THE DELIVERY OF COPIES REQUIRED BY SECTIONS
2.3(A) AND 2.3(B)(I)-(IV) ABOVE SHALL BE CARRIED OUT BY OR ON