Authentication and Delivery of Bonds. The Bonds may be executed by an Authorized Officer of the Owner Trustee and delivered to the Authenticating Agent for authentication, and thereupon the same shall be authenticated and delivered by the Authenticating Agent, upon Issuer Request and upon receipt by the Authenticating Agent of all of the following:
(a) An Issuer Order authorizing the execution, authentication and delivery of the Bonds and specifying the Classes, the Final Maturity Date, the principal amounts and the applicable Bond Interest Rates (or the manner in which such Bond Interest Rates are to be determined) of such Bonds to be authenticated and delivered.
(b) An Issuer Order authorizing the execution and delivery of this Indenture.
(c) One or more Opinions of Counsel addressed to the Authenticating Agent or upon which the Authenticating Agent is expressly permitted to rely, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Authenticating Agent. In rendering the opinions set forth above, such counsel may rely upon officer's certificates of the Issuer, the Owner Trustee, the Servicer and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions. In rendering the opinions set forth above, such counsel need express no opinion as to (A) the existence of, or the priority of the security interest created by the Indenture against, any liens or other interests that arise by operation of law and that do not require any filing or similar action in order to take priority over a perfected security interest or (B) the priority of the security interest created by this Indenture with respect to any claim or lien in favor of the United States or any agency or instrumentality thereof (including federal tax liens and liens arising under Title IV of the Employee Retirement Income Security Act of 1974).
Authentication and Delivery of Bonds. On the Issuance Date, the Bonds shall be executed by the Bond Issuer and delivered to the Bond Trustee for authentication and thereupon the same shall be authenticated and delivered by the Bond Trustee upon Issuer Request and upon receipt by the Bond Trustee (or other satisfaction) of the following upon which the Bond Trustee may conclusively rely to the extent permitted to so rely under Article VI hereof:
Authentication and Delivery of Bonds. Bonds of any one or more Series may from time to time be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Request and upon receipt by the Trustee (which receipt, in the case of cash, shall be deemed to have occurred if such cash is delivered as part of the proceeds from the sale of Bonds by the Issuer and if the authentication and delivery of such Bonds by the Trustee and the sale of such Bonds by the Issuer occur in a common closing) of the items specified in subsections (a) through (r) below:
(a) An Issuer Order authorizing the execution, authentication and delivery of such Bonds by the Issuer and specifying the Series, the Classes within such Series and their respective Stated Maturities of principal and the principal amounts and Bond Interest Rates of each Class of such Bonds to be authenticated and delivered.
(b) In case the Bonds to be authenticated and delivered are of any Series not theretofore created, an appropriate Terms Indenture, accompanied by an Issuer Order authorizing such Terms Indenture designating the new Series to be created and prescribing, consistent with the applicable provisions of the Indenture, the terms and provisions relating to the Bonds of such Series.
(c) Opinions of Counsel addressed to the Trustee, dated the Closing Date, complying with the requirements of Section 11.01(f), and to the effect that:
(i) all instruments furnished to the Trustee in connection with such Bonds conform in all material respects as to form to the requirements of the Indenture and constitute all the documents required to be delivered thereunder for the Trustee to authenticate and deliver the Bonds then applied for,
(ii) all conditions precedent provided for in the Indenture relating to the authentication and delivery of the Bonds have been complied with,
(iii) the Issuer has power to execute and deliver the Terms Indenture relating to such Bonds and to issue the Bonds and has duly taken all necessary action for those purposes, and the Owner Trustee (if the Issuer is a trust), if any, has the power to act as such and has taken all necessary action for those purposes,
(iv) assuming due authorization, execution and delivery by the Trustee, the related Terms Indenture, as executed and delivered, is a valid and binding obligation of the Issuer, and enforceable against the Issuer in accordance with its terms, except as the enforceability thereof ma...
Authentication and Delivery of Bonds. (a) Bonds of a new Series may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered to or at the direction of the Issuer by the Indenture Trustee, but only upon satisfaction of the following conditions (provided, however, that compliance with such conditions shall only be required in connection with the issuance of Bonds of such Series on the related Closing Date):
Authentication and Delivery of Bonds. Subject to Section ------------------------------------ ------- 2.3, at any time and from time to time after the execution and delivery of this --- Indenture, the Issuer may deliver Bonds of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and make available for delivery such Bonds in accordance with such Issuer Order, without any further action by the Issuer. No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication, in the form provided for herein, executed by the Trustee by the manual signature of any Responsible Officer thereof, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered thereunder. In authenticating such Bonds and accepting the additional responsibilities under this Indenture in relation to such Bonds, the Trustee shall be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon: -----------
(a) an executed Series Supplemental Indenture with respect to the Bonds of such series;
(b) an Officer's Certificate of the Issuer (i) certifying as to resolutions of the Management Committee of the Issuer by or pursuant to which the terms of the Bonds of such series were established and (ii) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with; and
(c) an Opinion of Counsel to the effect that (i) the form or forms and the terms of such Bonds have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 in conformity with the provisions ------------ --- of this Indenture,(ii) all conditions precedent to the Trustee's authentication and delivery of such Bonds and the execution and delivery by the Trustee of such Series Supplemental Indenture set forth in this Indenture have been complied with and (iii) the Bonds of such series, when authenticated and made available for delivery by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as enforce...
Authentication and Delivery of Bonds. Prior to the authentication and delivery by the Trustee of the Bonds, there shall be filed or deposited with the Trustee:
(a) a copy, certified by an officer of the Issuer, of all resolutions adopted and proceedings had by the Issuer authorizing the issuance of the Bonds, including the resolution authorizing the execution, delivery and performance of this Indenture and the Agreement;
(b) the opinion of Bond Counsel approving the validity of the Bonds and confirming the exclusion from gross income of interest on the Bonds; and
(c) a request and authorization to the Trustee on behalf of the Issuer and signed by an authorized officer of the Issuer to authenticate and deliver the Bonds in such specified denominations as permitted herein to purchasers thereof upon payment to the Trustee, but for the account of the Issuer, of a specified sum of money. Upon payment of the proceeds to the Trustee, the Trustee shall deposit the proceeds pursuant to Article VI hereof.
Authentication and Delivery of Bonds. Upon their issuance, Bonds shall be executed on behalf of the Issuer by the Issuer Trustee and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the Indenture Trustee of the following:
(a) an Issuer Request authorizing the execution, authentication and delivery of the Bonds.
(b) one or more Opinions of Counsel addressed to the Indenture Trustee, complying with the requirements of Section 11.01 hereof and covering such matters as the Indenture Trustee may reasonably request, in the form previously approved by the Indenture Trustee.
(c) an Officer’s Certificate complying with the requirements of Section 11.01 and stating that:
(1) the Issuer is not in Default under this Indenture and the issuance of the Bonds will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer’s organizational documents or any indenture, mortgage, deed of trust, any Transaction Document or any other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it is bound or to which it may be subject, and all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with;
(2) the Issuer has good title, free and clear of any lien, security interest or charge, to each Tax Lien owned by the Issuer on the Closing Date and securing the Bonds, has not assigned any interest or participation in any such Tax Lien (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Tax Lien to the Indenture Trustee;
(3) the information set forth in the Tax Lien Schedule for those Tax Liens owned by the Issuer on the Closing Date is correct in all material respects; and
(4) the Issuer has Granted to the Indenture Trustee all of its right, title, and interest in each Tax Lien owned by the Issuer on the Closing Date.
(d) evidence that the Interest Reserve Requirement and the Working Capital Reserve Requirement, in cash or Eligible Investments, are each being held by the Indenture Trustee to be applied in accordance with Sections 8.04 and 8.05 hereof.
(e) evidence that the Bond Account has been established by the Indenture Trustee or its agent, and that a ...
Authentication and Delivery of Bonds. Following the execution and delivery of this Fiscal Agency Agreement, Bonds may be executed and delivered by the Republic to the Fiscal Agent for authentication, accompanied by an Officer’s Certificate of the Republic directing such authentication and the Fiscal Agent (or JPMorgan Chase Bank, London Office, acting as its agent) shall thereupon authenticate and deliver the Bonds to or upon the written order of the Republic signed by an Authorized Representative, without any further action by the Republic.
Authentication and Delivery of Bonds. (a) Bonds shall be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered to or at the direction of the Issuer by the Indenture Trustee on the Closing Date, but only upon satisfaction of the following conditions:
Authentication and Delivery of Bonds. Forthwith upon the execution and delivery of this Indenture, upon the execution of the Bonds by the Authority and delivery thereof to the Registrar, as hereinabove provided, and without any further action on the part of the Authority, the Registrar shall authenticate the Bonds in an aggregate principal amount of Nineteen Million Five Hundred Thousand Dollars ($19,500,000) and shall deliver the Bonds to or upon the Written Order of the Authority.
