Common use of Authorization of Bonds Clause in Contracts

Authorization of Bonds. There shall be issued under and secured by this Agreement, Bonds of the Authority in the aggregate initial principal amount of THIRTY MILLION DOLLARS ($30,000,000) for the purpose of providing funds, together with other available funds for: (i) constructing and equipping a 22,200 square foot golf club house, a 5,600 square foot beach club house and other related facilities, as well as an 18-hole championship golf course known as the Flamboyan Course; (ii) refurbishing an 18-hole golf course known as the Palm Course; (iii) making a deposit to a working capital reserve fund required by the Initial Letter of Credit Issuer; and (iv) the payment of other costs, expenses and fees incurred in connection with the issuance of the Bonds. The Bonds shall be designated "Tourism Revenue Bonds, Two thousand (2000), Series A (Palmas del Mar Country Club Project), shall be dated the Date of Issuance and shall be numbered from RA-one (1) upwards. The interest rate or rates, maturity dates, amounts of the Bonds maturing on such dates, and the Amortization Requirements for the Term Bonds shall be as provided in one or more resolutions of the Board of Directors of the Authority authorizing the issuance thereof, which maturity dates and amounts may be supplemented or changed in a certificate executed by the Executive Director or the Assistant Executive Director of the Authority executed on the date of issuance of the Bonds or in the Contract of Purchase delivered by the Underwriter and executed by any such officer of I the Authority, as applicable, if provided for in said resolution or resolutions. ---The Bonds shall be executed substantially in the form and manner set forth in Exhibit A and shall be deposited with the Trustee for authentication, but before the Bonds shall be delivered by the Trustee, there shall be filed with the Trustee the following: -----(a) a copy, certified by the Secretary or any Assistant Secretary of the Authority, of the resolution of the Authority authorizing the issuance of and awarding such Bonds, specifying the interest rate or rates for the Bonds, authorizing the execution of the Loan Agreement, the Security Agreements and this Agreement, designating the Trustee and directing the authentication and delivery of the Bonds to or upon the order of the purchasers mentioned therein upon payment of the purchase price therein set forth and the accrued interest, if any, on said Bonds; -----(b) an executed counterpart of the Loan Agreement; -----(c) an executed counterpart of the Security Agreements or a copy thereof; -----(d) the Initial Letter of Credit, duly executed; -----(e) an opinion of counsel to the Initial Letter of Credit Issuer, addressed to the Trustee and the Authority, substantially to the effect that the execution and delivery of the Initial Letter of Credit has been duly authorized by the Initial Letter of Credit Issuer and has been duly executed by the Initial Letter of Credit Issuer and that the Initial Letter of Credit is a legal, valid and binding agreement of the Initial Letter of Credit Issuer, enforceable in accordance with its terms except to the extent that the enforceability of the Initial Letter of Credit may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether said enforceability is considered in a proceeding in equity or at law) and subject to such other standard exceptions or qualifications as are acceptable to counsel for the Authority; -----(f) an opinion of counsel to the Borrower that the execution and delivery of the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements have been duly authorized by the Borrower, that the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements are in the form so authorized and have been duly executed by the Borrower and that, assuming proper authorization and the execution of the Loan Agreement by the Authority, the Initial Reimbursement Agreement and the Security Agreements by the other parties thereto, the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements are legal, valid and binding agreements of the Borrower, enforceable upon the Borrower in accordance with their terms, except to the extent that the enforceability of the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether said enforceability is considered in a proceeding in equity or at law) and subject to such other standard exceptions or qualifications as are acceptable to counsel to the Authority; and -----(g) an opinion of counsel, who may be counsel for the Authority, addressed to the Trustee, substantially to the effect that: (i) the Authority has the legal right and power to enter into this Agreement, the Loan Agreement and the Security Agreements to which it is a party and has duly authorized and validly executed and delivered this Agreement, the Loan Agreement and the Security Agreements to which it is a party and each such agreement is legally valid and binding upon the Authority and enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) this Agreement creates a legally valid and effective pledge and assignment of the moneys, securities and funds held or set aside under this Agreement as security for the Bonds, subject to the application thereof to the purposes and on the conditions permitted by this Agreement, and that no filing or recording of any document is necessary in order to make such pledge and assignment effective or to continue it in effect (or specifying the place or places, if any, where such filing or recording is necessary and furnishing any officially authenticated certificates, or other documents by which such filing or recording is evidenced and stating that such filings or recordings have been made and stating that no other filing or recording is necessary); (iii) the issuance of the Bonds will not violate any provision of law or of the by-laws of the Authority or result in the breach of, or constitute a default under, any agreement, indenture or other instrument to which the Authority is a party or by which it may be bound; (iv) no authorization, consent or approval or withholding of objection of any governmental body or regulatory authority is requisite to the legal issue of said Bonds (unless such opinion shall show that no authorization, consent or approval or withholding of objection is requisite to the legal issue of said Bonds, it shall specify and furnish any officially authenticated certificates, or other documents, by which such authorization, consent or approval or withholding of objection is evidenced and stating that no other authorization, consent or approval or withholding of objection is required); (v) the Bonds are legally valid and binding direct obligations of the Authority enforceable in accordance with their terms and the terms of this Agreement and have been duly and validly authorized and issued in accordance with applicable law and this Agreement; and (vi) the conditions precedent to the delivery of the Bonds have been fulfilled, and covering such other matters as the Trustee may reasonably request. ---When the documents mentioned in clauses (a) to (g), inclusive, of this Section shall have been filed with the Trustee and when the Bonds shall have been executed as required by this Agreement, the Trustee shall authenticate and deliver the Bonds at one time to or upon the order of the Underwriter, but only upon payment to the Trustee of the purchase price of the Bonds and the accrued interest thereon, if any. The Trustee shall be entitled to rely upon such resolutions, certificates and opinions mentioned in clauses (a) through (g) of this Section as to all matters stated therein. ---Simultaneously with the delivery of the Bonds, the proceeds of the Series A Bonds shall be applied by the Trustee as follows; -----(i) an amount equal to FIVE MILLION SEVEN HUNDRED SIXTY THOUSAND NINE HUNDRED TEN DOLLARS WITH SIXTEEN CENTS ($5,760,910.16) shall be paid to Textron Financial Corporation and an amount equal to TEN MILLION FIFTY EIGHT.THOUSAND THREE HUNDRED SIXTY SEVEN DOLLARS WITH FIVE ($10,058,367.05) shall be paid to Palmas del Mar Properties, Inc. to repay indebtedness incurred by the Borrower; -----(ii) an amount equal to ONE MILLION TWO HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED TWENTY-FIVE DOLLARS ($1,266,925) shall be deposited to the credit of the Debt Service Reserve Fund; -----(iii) to the Authority, THREE HUNDRED THOUSAND DOLLARS ($300,000) as payment of the Administrative Fee; -----(iv) an amount equal to FIVE HUNDRED TWENTY NINE THOUSAND EIGHT HUNDRED FORTY FOUR DOLLARS WITH FIVE CENTS ($529,844.05) representing the amount to be paid as interest on the Bonds for the first three Interest Payment Dates shall be deposited , to the credit of the Bond Fund; -----(v) an amount equal to EIGHT HUNDRED THOUSAND DOLLARS ($800,000) shall be deposited to the credit of a working capital reserve fund required by the Initial Letter of Credit Issuer under the Initial Reimbursement Agreement; -----(vi) an amount equal to ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) shall be used to pay the Letter of Credit Issuer's upfront fees; -----(vii) an amount equal to the accrued interest on the Bonds, if any, shall be applied to the credit of the Bond Fund; -----(viii) the balance of said proceeds shall be deposited to the credit of the Construction Fund for the payment of Costs of the Project.

Authorization of Bonds. (a) There shall be issued under is hereby authorized, established and secured by this Agreement, created an issue of Bonds of the Authority Issuer to be known and designated as the “County of Contra Costa Multifamily Housing Revenue Bonds (Lafayette Senior Housing), Series 2012A” in the original aggregate initial principal amount of THIRTY MILLION DOLLARS ($30,000,000) for the purpose of providing funds, together with other available funds for: (i) constructing and equipping a 22,200 square foot golf club house, a 5,600 square foot beach club house and other related facilities, as well as an 18-hole championship golf course known as the Flamboyan Course; (ii) refurbishing an 18-hole golf course known as the Palm Course; (iii) making a deposit to a working capital reserve fund required by the Initial Letter of Credit Issuer; and (iv) the payment of other costs, expenses and fees incurred in connection with the issuance of the Bonds$ . No additional bonds shall be authorized or issued under this Indenture. The Bonds shall be designated "Tourism Revenue issued for the purpose of making the Loan by depositing such amounts in the various accounts of the Project Fund established hereunder. (b) The Bonds are hereby authorized to be issued as drawdown Bonds, Two thousand (2000), Series A (Palmas del Mar Country Club Project), shall be dated the Date of Issuance and shall be numbered from RA-one (1) upwards. The interest rate or rates, maturity dates, amounts Owners of the Bonds maturing on such dates, and shall fund the Amortization Requirements for the Term Bonds shall be as provided in one or more resolutions of the Board of Directors of the Authority authorizing the issuance thereof, which maturity dates and amounts may be supplemented or changed in a certificate executed by the Executive Director or the Assistant Executive Director of the Authority executed on the date of issuance purchase price of the Bonds or in installments. The initial installment for the Contract purchase of Purchase delivered by the Underwriter and executed by any such officer of I the Authority, as applicable, if provided for in said resolution or resolutions. ---The Bonds shall be executed substantially in the form and manner set forth in Exhibit A and shall be deposited with the Trustee for authentication, but before the Bonds shall be delivered in the amount of $ to be advanced by the TrusteeOwners of such Bonds and received by the Trustee on the Closing Date, there which purchase price shall be filed with deposited in the Trustee Project Fund for application as provided in Section 5.02 hereof. Provided that the following: -----(a) a copy, certified conditions to advance contained in the Construction Disbursement Agreement are either satisfied or waived by the Secretary or any Assistant Secretary of the Authority, of the resolution of the Authority authorizing the issuance of and awarding such Bonds, specifying the interest rate or rates for the Bonds, authorizing the execution of the Loan AgreementServicer, the Security Agreements and this Agreement, designating the Trustee and directing the authentication and delivery of the Bonds to or upon the order of the purchasers mentioned therein upon payment of the purchase price therein set forth and the accrued interest, if any, on said Bonds; -----(b) an executed counterpart of the Loan Agreement; -----(c) an executed counterpart of the Security Agreements or a copy thereof; -----(d) the Initial Letter of Credit, duly executed; -----(e) an opinion of counsel to the Initial Letter of Credit Issuer, addressed to the Trustee and the Authority, substantially to the effect that the execution and delivery of the Initial Letter of Credit has been duly authorized by the Initial Letter of Credit Issuer and has been duly executed by the Initial Letter of Credit Issuer and that the Initial Letter of Credit is a legal, valid and binding agreement of the Initial Letter of Credit Issuer, enforceable in accordance with its terms except to the extent that the enforceability of the Initial Letter of Credit may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether said enforceability is considered in a proceeding in equity or at law) and subject to such other standard exceptions or qualifications as are acceptable to counsel for the Authority; -----(f) an opinion of counsel to the Borrower that the execution and delivery of the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements have been duly authorized by the Borrower, that the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements are in the form so authorized and have been duly executed by the Borrower and that, assuming proper authorization and the execution of the Loan Agreement by the Authority, the Initial Reimbursement Agreement and the Security Agreements by the other parties thereto, the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements are legal, valid and binding agreements of the Borrower, enforceable upon the Borrower in accordance with their terms, except to the extent that the enforceability of the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether said enforceability is considered in a proceeding in equity or at law) and subject to such other standard exceptions or qualifications as are acceptable to counsel to the Authority; and -----(g) an opinion of counsel, who may be counsel for the Authority, addressed to the Trustee, substantially to the effect that: (i) the Authority has the legal right and power to enter into this Agreement, the Loan Agreement and the Security Agreements to which it is a party and has duly authorized and validly executed and delivered this Agreement, the Loan Agreement and the Security Agreements to which it is a party and each such agreement is legally valid and binding upon the Authority and enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) this Agreement creates a legally valid and effective pledge and assignment of the moneys, securities and funds held or set aside under this Agreement as security for the Bonds, subject to the application thereof to the purposes and on the conditions permitted by this Agreement, and that no filing or recording of any document is necessary in order to make such pledge and assignment effective or to continue it in effect (or specifying the place or places, if any, where such filing or recording is necessary and furnishing any officially authenticated certificates, or other documents by which such filing or recording is evidenced and stating that such filings or recordings have been made and stating that no other filing or recording is necessary); (iii) the issuance of the Bonds will not violate any provision of law or of the by-laws of the Authority or result in the breach of, or constitute a default under, any agreement, indenture or other instrument to which the Authority is a party or by which it may be bound; (iv) no authorization, consent or approval or withholding of objection of any governmental body or regulatory authority is requisite to the legal issue of said Bonds (unless such opinion shall show that no authorization, consent or approval or withholding of objection is requisite to the legal issue of said Bonds, it shall specify and furnish any officially authenticated certificates, or other documents, by which such authorization, consent or approval or withholding of objection is evidenced and stating that no other authorization, consent or approval or withholding of objection is required); (v) the Bonds are legally valid and binding direct obligations of the Authority enforceable in accordance with their terms and the terms of this Agreement and have been duly and validly authorized and issued in accordance with applicable law and this Agreement; and (vi) the conditions precedent to the delivery of the Bonds have been fulfilled, and covering such other matters as the Trustee may reasonably request. ---When the documents mentioned in clauses (a) to (g), inclusive, of this Section shall have been filed with the Trustee and when the Bonds shall have been executed as required by this Agreement, the Trustee shall authenticate and deliver the Bonds at one time to or upon the order of the Underwriter, but only upon payment to the Trustee balance of the purchase price of the Bonds shall be advanced in subsequent installments by the Owners (if more than one Owner for a series of Bonds, pro rata based on the respective maximum face principal amounts of such Bonds). Upon receipt of a Funding Notice described below, the Trustee shall provide the Owners with written directions to fund a portion of the purchase price of the Bonds not less than three (3) Business Days prior to the date when such funds are required from the Owners, which such notice shall describe the amount of the purchase price to be funded and the accrued interest thereonpurposes to which the proceeds of the Bonds so purchased will be applied. Upon the payment of any portion of the purchase price of the Bonds by the Owners in accordance with the terms of this Section 3.01(b), if anysuch payment shall be deposited by the Trustee in the Project Fund as designated in the corresponding funding notice received by the Trustee from the Servicer (each, a “Funding Notice”) and thereafter immediately applied in accordance with the corresponding Requisition pursuant to Section 5.02 hereof. The Trustee shall be entitled maintain in its books a log which shall reflect from time to rely upon such resolutions, certificates and opinions mentioned time the payment of the purchase price of the Bonds by the Owners in clauses (a) through (g) accordance with the provisions of this Section as 3.01(b). If presented to all matters stated therein. ---Simultaneously the Trustee by any Owner, amounts funded by the Owners in accordance with the delivery provisions of the Bonds, the proceeds of the Series A Bonds shall be applied by the Trustee as follows; -----(i) an amount equal to FIVE MILLION SEVEN HUNDRED SIXTY THOUSAND NINE HUNDRED TEN DOLLARS WITH SIXTEEN CENTS ($5,760,910.16this Section 3.01(b) shall be paid noted on Schedule A attached to Textron Financial Corporation and an amount equal the applicable Bond so presented to TEN MILLION FIFTY EIGHT.THOUSAND THREE HUNDRED SIXTY SEVEN DOLLARS WITH FIVE ($10,058,367.05) the Trustee. Notwithstanding any provision in Section 3.06 hereof to the contrary, the Bonds shall be paid to Palmas del Mar Properties, Inc. to repay indebtedness incurred bear interest as provided in Section 3.06 hereof upon the deposit with Trustee by the Borrower; -----(ii) an amount equal to ONE MILLION TWO HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED TWENTY-FIVE DOLLARS ($1,266,925) shall be deposited to the credit Owners of the Debt Service Reserve Fund; -----(iii) to the Authority, THREE HUNDRED THOUSAND DOLLARS ($300,000) as payment amount of purchase price of the Administrative Fee; -----(iv) an amount equal to FIVE HUNDRED TWENTY NINE THOUSAND EIGHT HUNDRED FORTY FOUR DOLLARS WITH FIVE CENTS ($529,844.05) representing Bonds so paid in accordance with the amount to be paid as interest on the Bonds for the first three Interest Payment Dates shall be deposited , to the credit provisions of the Bond Fund; -----(v) an amount equal to EIGHT HUNDRED THOUSAND DOLLARS ($800,000) shall be deposited to the credit of a working capital reserve fund required by the Initial Letter of Credit Issuer under the Initial Reimbursement Agreement; -----(vi) an amount equal to ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) shall be used to pay the Letter of Credit Issuer's upfront fees; -----(vii) an amount equal to the accrued interest on the Bonds, if any, shall be applied to the credit of the Bond Fund; -----(viii) the balance of said proceeds shall be deposited to the credit of the Construction Fund for the payment of Costs of the Projectthis Section 3.01(b).

Authorization of Bonds. There (a) The Issuer shall not issue any Bonds while this Indenture is in effect except in accordance with the provisions of this Article II. All Bonds issued under this Indenture shall be designated “Resource Recovery Revenue Bonds (Xxxxxxx Resource Recovery Partners, L.P. Project),” and shall include such further appropriate designations as the Issuer may determine. (b) Bonds may be issued under in one or more series and secured by this Agreement, each Bond shall bear upon its face the designation determined for its series. Any two or more series may be consolidated for purposes of sale in such manner as may be provided herein or in the supplemental indenture authorizing such series. (c) Bonds of each series shall be executed by the Authority in Issuer and delivered to the aggregate initial principal amount of THIRTY MILLION DOLLARS ($30,000,000) for Trustee and thereupon shall be authenticated by the purpose of providing fundsTrustee and delivered to the Issuer or upon its order, together with other available funds for: but only upon the receipt by the Trustee, at or prior to such authentication, of: (i) constructing An opinion of Bond Counsel regarding the validity and equipping a 22,200 square foot golf club houseenforceability of such Bonds and, a 5,600 square foot beach club house and other related facilitiesif it is intended that such Bonds be Tax-Exempt Bonds, an opinion as well as an 18-hole championship golf course known as to the Flamboyan Course; exclusion of interest on such Bonds from the gross income of the Owners thereof for Federal income tax purposes; (ii) refurbishing A written order as to the delivery of such Bonds signed by an 18-hole golf course known as Issuer Representative, which order shall direct, among other things, the Palm Course; application of the proceeds of such Bonds; (iii) making a deposit to a working capital reserve fund required by In the Initial Letter of Credit Issuer; and (iv) the payment of other costs, expenses and fees incurred in connection with the issuance case of the 1999 Bonds: this Indenture, the Facility Lease Agreement and any bond resolution or ordinance necessary to authorize such bonds, including without limitation the 1999 Exchange Bond Ordinance. The Bonds shall be designated "Tourism Revenue In the case of each other series of Bonds: a copy of the supplemental indenture (and evidence of the proper recordation thereof), the amendment to the Facility Lease Agreement (and evidence of the proper recordation thereof) and the bond resolution authorizing such Bonds, Two thousand so certified, which shall specify: (2000)A) The authorized principal amount, Series A designation and series of such Bonds; (Palmas del Mar Country Club Project)B) The purposes for which such series of Bonds is being issued; (C) The date, shall be dated and the Date maturity date or dates, of Issuance and shall be numbered from RA-one the Bonds of such series; (1D) upwards. The interest rate or rates, maturity dates, amounts rates of the Bonds maturing on of such datesseries, or the manner of determining such rate or rates, and the Amortization Requirements for Interest Payment Dates and Record Dates therefor; (E) The Authorized Denominations and the Term Bonds shall be as provided in one or more resolutions manner of the Board of Directors of the Authority authorizing the issuance thereofdating, which maturity dates numbering and amounts may be supplemented or changed in a certificate executed by the Executive Director or the Assistant Executive Director of the Authority executed on the date of issuance lettering of the Bonds of such series; (F) The Redemption Price or in the Contract of Purchase delivered by the Underwriter and executed by any such officer of I the Authority, as applicable, if provided for in said resolution or resolutions. ---The Bonds shall be executed substantially in the form and manner set forth in Exhibit A and shall be deposited with the Trustee for authentication, but before the Bonds shall be delivered by the Trustee, there shall be filed with the Trustee the following: -----(a) a copy, certified by the Secretary or any Assistant Secretary of the Authority, of the resolution of the Authority authorizing the issuance of and awarding such Bonds, specifying the interest rate or rates for the Bonds, authorizing the execution of the Loan Agreement, the Security Agreements and this Agreement, designating the Trustee and directing the authentication and delivery of the Bonds to or upon the order of the purchasers mentioned therein upon payment of the purchase price therein set forth and the accrued interestPrices, if any, on said Bonds; -----(b) an executed counterpart of the Loan Agreement; -----(c) an executed counterpart of the Security Agreements or a copy thereof; -----(d) the Initial Letter of Credit, duly executed; -----(e) an opinion of counsel to the Initial Letter of Credit Issuer, addressed to the Trustee and the Authority, substantially to the effect that the execution any redemption dates and delivery of the Initial Letter of Credit has been duly authorized by the Initial Letter of Credit Issuer and has been duly executed by the Initial Letter of Credit Issuer and that the Initial Letter of Credit is a legal, valid and binding agreement of the Initial Letter of Credit Issuer, enforceable in accordance with its terms except to the extent that the enforceability of the Initial Letter of Credit may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether said enforceability is considered in a proceeding in equity or at law) and subject to such other standard exceptions or qualifications as are acceptable to counsel for the AuthorityBonds of such series not determined herein; -----(fand (G) an opinion The amount and date of counsel to the Borrower that the execution and delivery of the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements have been duly authorized by the Borrower, that the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements are in the form so authorized and have been duly executed by the Borrower and that, assuming proper authorization and the execution of the Loan Agreement by the Authority, the Initial Reimbursement Agreement and the Security Agreements by the other parties thereto, the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements are legal, valid and binding agreements of the Borrower, enforceable upon the Borrower in accordance with their terms, except to the extent that the enforceability of the Loan Agreement, the Initial Reimbursement Agreement and the Security Agreements may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether said enforceability is considered in a proceeding in equity or at law) and subject to such other standard exceptions or qualifications as are acceptable to counsel to the Authority; and -----(g) an opinion of counsel, who may be counsel for the Authority, addressed to the Trustee, substantially to the effect that: (i) the Authority has the legal right and power to enter into this Agreement, the Loan Agreement and the Security Agreements to which it is a party and has duly authorized and validly executed and delivered this Agreement, the Loan Agreement and the Security Agreements to which it is a party and each such agreement is legally valid and binding upon the Authority and enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) this Agreement creates a legally valid and effective pledge and assignment of the moneys, securities and funds held or set aside under this Agreement as security for the Bonds, subject to the application thereof to the purposes and on the conditions permitted by this Agreement, and that no filing or recording of any document is necessary in order to make such pledge and assignment effective or to continue it in effect (or specifying the place or placesSinking Fund Installment, if any, where for Bonds of like maturity of such filing or recording is necessary and furnishing any officially authenticated certificatesseries, or other documents by which provided that the aggregate of such filing or recording is evidenced and stating that Sinking Fund Installments shall equal the aggregate principal amount of all such filings or recordings have been made and stating that no other filing or recording is necessary); (iii) Bonds less the issuance of the Bonds will not violate any provision of law or of the by-laws of the Authority or result in the breach of, or constitute a default under, any agreement, indenture or other instrument principal amount scheduled to which the Authority is a party or by which it may be bound; retired at maturity; (iv) no authorization, consent or approval or withholding of objection of any governmental body or regulatory authority is requisite to the legal issue of said If such Bonds (unless such opinion shall show that no authorization, consent or approval or withholding of objection is requisite to the legal issue of said Bonds, it shall specify and furnish any officially authenticated certificates, or other documents, by which such authorization, consent or approval or withholding of objection is evidenced and stating that no other authorization, consent or approval or withholding of objection is required); (v) the Bonds are legally valid and binding direct obligations of the Authority enforceable in accordance with their terms and the terms of this Agreement and have been duly and validly authorized and issued in accordance with applicable law and this Agreement; and (vi) the conditions precedent to the delivery of the Bonds have been fulfilled, and covering such other matters as the Trustee may reasonably request. ---When the documents mentioned in clauses (a) to (g), inclusive, of this Section shall have been filed with the Trustee and when the Bonds shall have been executed as required by this Agreement, the Trustee shall authenticate and deliver the Bonds at one time to or upon the order of the Underwriter, but only upon payment to the Trustee of the purchase price of the Bonds and the accrued interest thereon, if any. The Trustee shall will be entitled to rely upon such resolutions, certificates and opinions mentioned in clauses (a) through (g) the benefits of this Section as to all matters stated therein. ---Simultaneously with the delivery of the Bondsa Debt Service Reserve Account, the proceeds of the Series A Bonds shall be applied by the Trustee as follows; -----(i) an amount equal to FIVE MILLION SEVEN HUNDRED SIXTY THOUSAND NINE HUNDRED TEN DOLLARS WITH SIXTEEN CENTS ($5,760,910.16) shall be paid to Textron Financial Corporation and an amount equal to TEN MILLION FIFTY EIGHT.THOUSAND THREE HUNDRED SIXTY SEVEN DOLLARS WITH FIVE ($10,058,367.05) shall be paid to Palmas del Mar Properties, Inc. to repay indebtedness incurred by the Borrower; -----(ii) an amount equal to ONE MILLION TWO HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED TWENTY-FIVE DOLLARS ($1,266,925) shall be deposited to the credit of the Debt Service Reserve Fund; -----(iii) to Account Requirement calculated in accordance with this Indenture and the Authority, THREE HUNDRED THOUSAND DOLLARS ($300,000) as payment of related supplemental indenture immediately after such authentication and delivery and the Administrative Fee; -----(iv) an amount equal to FIVE HUNDRED TWENTY NINE THOUSAND EIGHT HUNDRED FORTY FOUR DOLLARS WITH FIVE CENTS ($529,844.05) representing the amount to be paid as interest on the Bonds for the first three Interest Payment Dates shall be deposited , to the credit of the Bond Fund; -----(v) an amount equal to EIGHT HUNDRED THOUSAND DOLLARS ($800,000) shall be deposited to the credit of a working capital reserve fund required by the Initial Letter of Credit Issuer under the Initial Reimbursement Agreement; -----(vi) an amount equal to ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) shall be used to pay the Letter of Credit Issuer's upfront fees; -----(vii) an amount equal to the accrued interest on the Bondsdeposits, if any, necessary to be made to such Debt Service Reserve Account, determined as authorized by clause (v) of Section 5.04(b) hereof, to cause the amount on deposit in such Debt Service Reserve Account to equal the Debt Service Reserve Account Requirement; (v) A certificate of an Issuer Representative stating that there has not occurred and is not continuing an Event of Default under this Indenture or that the issuance of such Additional Bonds will cure any such Event of Default; and (vi) Such further documents, moneys and securities as, in the Opinion of Bond Counsel, are required by the provisions of this Indenture, the Facility Lease Agreement or any supplemental indenture. (d) Except as otherwise permitted under this Indenture with respect to the 1999 Bonds. Bonds of the same series and maturity shall be applied of like tenor except as to denomination and form. After the credit original issuance of the Bond Fund; -----(viii) the balance Bonds of said proceeds a series, no Bonds of such series shall be deposited issued except in lieu of or in substitution for other Bonds of such series pursuant to the credit of the Construction Fund for the payment of Costs of the ProjectArticle III. Section 4.06 or Section 9.03 hereof.