Common use of Authentication and Delivery of Bonds Clause in Contracts

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 enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights and remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Notwithstanding the foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Bond to the Trustee for cancellation as provided in Section 2.13(a) together with a written statement (which need not --------------- comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) ----------- stating that such Bond has never been issued and sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits hereof.

Authentication and Delivery of Bonds. Subject to Section ------------------------------------ ------- 2.3, at any time and from time to time after the execution and delivery (a) The Bonds shall be executed on behalf of this --- Indenture, the Issuer may deliver Bonds of any series executed by the manual or facsimile signature of the chairman of the Board of Directors of the Issuer and attested by the manual or facsimile signature of its Executive Director, Secretary or Assistant Secretary, and shall have the corporate seal of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof appears on any Bonds shall cease to be such officer before the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the Trustee same as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond shall thereupon authenticate and make available for delivery be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. (b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in accordance with such Issuer Orderthe form set forth in Exhibit A hereto, without any further action which shall be manually executed by the IssuerTrustee. No Bond shall be secured by or entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless there appears on and until such Bond a certificate Certificate of authentication, in the form provided for herein, Authentication shall have been duly executed by the Trustee by the manual signature Trustee. Such executed Certificate of any Responsible Officer thereof, and such certificate Authentication upon any Bond shall be conclusive evidence, and the only evidence, evidence that such Bond has been duly authenticated and delivered thereunderunder this Indenture. In authenticating such The Certificate of Authentication on any Bond shall be deemed to have been duly executed if signed by any authorized officer or employee of the Trustee, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time. (c) Prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee there shall be filed with the Trustee the following: (1) A copy of the Resolution, certified by the Executive Director of the Issuer. (2) An original executed counterpart of this Indenture, the Agreement and the Credit Facility. (3) An Opinion of Bond Counsel, dated the date of initial delivery of the Bonds, to the effect that the Bonds are valid and binding special limited obligations of the Issuer and that interest on the Bonds is excludable from gross income pursuant to the Code and is exempt from income taxation in the State of South Carolina. (4) A request and authorization to the Trustee on behalf of the Issuer, executed by an Authorized Issuer Representative, to authenticate the Bonds and accepting deliver said Bonds to the additional responsibilities under this Indenture in relation purchasers therein identified upon payment to such Bondsthe Trustee, for the account of the Issuer, of the purchase price thereof. The Trustee shall be entitled to receiverely conclusively upon such request and authorization as to the names of the purchasers and the amount of such purchase price. (5) Evidence satisfactory to the Issuer, the Credit Enhancer and the Trustee that the Bonds have been purchased by "qualified institutional buyers" as defined in Rule 144A of the 1933 Act. (6) Such other certificates, statements, receipts, documents and Opinions of Counsel as the Trustee shall reasonably require for the delivery of the Bonds. (d) When the documents mentioned in paragraph (c) of this Section shall have been filed with the Trustee, and (subject when the Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Bonds to Section 9.1) or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of the Bonds. The proceeds of the sale of the Bonds, including premium thereon, if any, 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 immediately paid over 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 Trustee shall deposit and apply such Bonds have been established by a Series Supplemental Indenture proceeds 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 enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights and remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Notwithstanding the foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Bond to the Trustee for cancellation as provided in Section 2.13(a) together with a written statement (which need not --------------- comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) ----------- stating that such Bond has never been issued and sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits 502 hereof.

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 The Issuer may shall execute and‌ 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 BondsTrustee, and the Trustee shall thereupon authenticate the Bonds and make available for delivery such Bonds in accordance with such Issuer Order, without any further action deliver them to the purchaser or purchasers as may be directed by the IssuerIssuer as provided in this Section. No Bond shall be secured by or entitled Prior 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 authentication by the Trustee by of 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, there shall have been filed with the Trustee shall be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon: -----------Trustee: (a) an executed Series Supplemental Indenture with respect A copy, certified by the President or Vice President of the Board of Directors or the Executive Director of the Issuer, of all resolutions adopted and proceedings had by the Issuer relating to the Bonds Bonds, authorizing the execution, delivery and performance of such seriesthis Indenture and the Loan Agreement; (b) an Officer's Certificate An original, fully executed counterpart 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; andIndenture; (c) an Opinion An original, fully executed counterpart of the Loan Agreement, the Tax Regulatory Agreement, the Tax Certificate and the original, fully executed Note; (d) An opinion of Bond Counsel with respect to the exclusion from gross income for federal and State income tax purposes of interest payable on the Bonds and the Governmental Note; (e) Opinions of Counsel addressed to the Issuer and the Trustee, of a law firm or law firms (who may be independent 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 Documents have been complied with duly executed and (iii) delivered by each of the Bonds of such series, when authenticated parties thereto 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 Issuereach such party, and are enforceable against the Issuer each such party in accordance with their respective terms, except as enforceability (A) may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws affecting the creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of creditors' rights and remedies generally and (B) is subject to general equity, such principles of equity as the court having jurisdiction may impose; (regardless f) A request and authorization signed by an authorized officer of whether enforceability is considered in a proceeding in equity or at law). Notwithstanding the foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall authorizing the Trustee to authenticate and to deliver such Bond the Bonds to the purchaser or purchasers therein identified upon payment to the Trustee for cancellation the account of the Issuer of the amount specified in such request and authorization plus accrued interest, if any, thereon to the date of delivery; and (g) The Initial Deposit. The proceeds from the sale of the Bonds shall be paid over directly to the Trustee and deposited to the credit of the Project Fund, as provided in Section 2.13(a) together with a written statement (which need not --------------- comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) ----------- stating that such Bond has never been issued and sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits under Article V hereof.

Authentication and Delivery of Bonds. Subject to Section ------------------------------------ ------- 2.3, at any time The Issuer shall execute 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 BondsTrustee, and the Trustee shall thereupon authenticate the Bonds and make available for delivery such Bonds in accordance with such Issuer Order, without any further action deliver them to the purchaser or purchasers as may be directed by the IssuerIssuer as provided in this Section. No Bond shall be secured by or entitled Prior 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 authentication by the Trustee by of 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, there shall have been filed with the Trustee shall (which may be entitled to receive, and (subject to Section 9.1) shall be fully protected in relying upon: -----------electronic form): (a) an executed Series Supplemental Indenture with respect A copy, certified by the President or Vice President of the Board of Directors or the Executive Director of the Issuer, of all resolutions adopted and proceedings had by the Issuer relating to the Bonds Bonds, authorizing the execution, delivery and performance of such seriesthis Indenture and the Loan Agreement; (b) an Officer's Certificate A copy of the Issuer (i) certifying as to resolutions a fully executed counterpart 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; andIndenture; (c) an Copies of fully executed counterparts of the Loan Agreement, the Tax Regulatory Agreement, the Tax Certificate and the original, fully executed Note; (d) An opinion of Bond Counsel with respect to the exclusion from gross income for federal income tax purposes of interest payable on the Bonds; (e) An Opinion of Counsel addressed to the Issuer and the Trustee, of a law firm or law firms (who may be independent 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 documents specifically listed in the definition of Documents have been duly executed and delivery delivered by the Trustee of such Series Supplemental Indenture set forth in this Indenture have been complied with parties thereto 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 Issuersuch parties, enforceable against the Issuer such parties in accordance with their respective terms, except as enforceability (A) may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws affecting the creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of creditors' rights and remedies generally and (B) is subject to general equity, such principles of equity as the court having jurisdiction may impose; (regardless f) A request and authorization signed by an authorized officer of whether enforceability is considered in a proceeding in equity or at law). Notwithstanding the foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall authorizing the Trustee to authenticate and to deliver such Bond the Bonds to the purchaser or purchasers therein identified upon payment to the Trustee for cancellation the account of the Issuer of the amount specified in such request and authorization plus accrued interest, if any, thereon to the date of delivery; (g) Written evidence that the Bonds have been rated at least “[ ]” by the Rating Agency; and (h) the Initial Deposit. The proceeds from the sale of the Bonds shall be paid over directly to the Trustee and deposited to the credit of the Project Fund, as provided in Section 2.13(a) together with a written statement (which need not --------------- comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) ----------- stating that such Bond has never been issued and sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits under Article V hereof.

Authentication and Delivery of Bonds. Subject to Section ------------------------------------ ------- 2.3, at any time and from time to time after the execution and delivery (a) The Bonds shall be executed on behalf of this --- Indenture, the Issuer may deliver Bonds of any series executed by the manual or facsimile signature of the Chairman of the Board of Directors of the Issuer and attested by the manual or facsimile signature of its Executive Director, Secretary or Assistant Secretary, and shall have the corporate seal of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof appears on any Bonds shall cease to be such officer before the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the Trustee same as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond shall thereupon authenticate and make available for delivery be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. (b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in accordance with such Issuer Orderthe form set forth in Exhibit A hereto, without any further action which shall be manually executed by the IssuerTrustee. No Bond shall be secured by or entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless there appears on and until such Bond a certificate Certificate of authentication, in the form provided for herein, Authentication shall have been duly executed by the Trustee by the manual signature Trustee. Such executed Certificate of any Responsible Officer thereof, and such certificate Authentication upon any Bond shall be conclusive evidence, and the only evidence, evidence that such Bond has been duly authenticated and delivered thereunderunder this Indenture. In authenticating such The Certificate of Authentication on any Bond shall be deemed to have been duly executed if signed by any authorized officer or employee of the Trustee, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time. (c) Prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee there shall be filed with the Trustee the following: (1) A copy of the Resolution, certified by the Executive Director of the Issuer. (2) An original executed counterpart of this Indenture, the Agreement and the Credit Facility. (3) An Opinion of Bond Counsel, dated the date of initial delivery of the Bonds, to the effect that the Bonds are valid and binding special limited obligations of the Issuer and that interest on the Bonds is exempt from income taxation in the State of South Carolina. (4) A request and authorization to the Trustee on behalf of the Issuer, executed by the Authorized Issuer Representative, to authenticate the Bonds and accepting deliver said Bonds to the additional responsibilities under this Indenture in relation purchasers therein identified upon payment to such Bondsthe Trustee, for the account of the Issuer, of the purchase price thereof. The Trustee shall be entitled to receiverely conclusively upon such request and authorization as to the names of the purchasers and the amount of such purchase price. (5) Evidence satisfactory to the Issuer, the Credit Enhancer and the Trustee that the Bonds have been purchased by "qualified institutional buyers" as defined in Rule 144A of the 1933 Act. (6) Such other certificates, statements, receipts, documents and Opinions of Counsel as the Trustee shall reasonably require for the delivery of the Bonds. (d) When the documents mentioned in paragraph (c) of this Section shall have been filed with the Trustee, and (subject when the Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Bonds to Section 9.1) or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of the Bonds. The proceeds of the sale of the Bonds, including premium thereon, if any, 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 immediately paid over 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 Trustee shall deposit and apply such Bonds have been established by a Series Supplemental Indenture proceeds 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 enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights and remedies generally and (B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Notwithstanding the foregoing, if any Bond shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Bond to the Trustee for cancellation as provided in Section 2.13(a) together with a written statement (which need not --------------- comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) ----------- stating that such Bond has never been issued and sold by the Issuer, for all purposes of this Indenture such Bond shall be deemed never to have been authenticated and delivered hereunder and shall never have been or be entitled to the benefits 502 hereof.