Authentication and Delivery of Bonds Clause Samples
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Authentication and Delivery of Bonds. Subject to the provisions set forth in Exhibit B, which is hereby incorporated in and expressly made a part of this Indenture, with respect to the Initial Series of Bonds and the Exchange Series of Bonds, at any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Bonds of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Bonds, and the Trustee shall thereupon authenticate and deliver such Bonds in accordance with such Company Order, without any further action by the Company. 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 an Authenticating Agent by the manual signature of one of its Responsible Officers, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. 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 9.01) shall be fully protected in relying upon:
(1) this Indenture, in the case of the Initial Series of Bonds and the Exchange of Series of Bonds, and an executed Series Supplemental Indenture, in the case of all other series of Bonds;
(2) an Officers' Certificate of the Company (a) certifying as to resolutions of the Board of Directors of the Company by or pursuant to which the terms of the Bonds of such series were established, (b) certifying that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Bonds have been complied with and (c) certifying that (x) the terms of the documents referred to in clauses (3) and (4) below are not inconsistent with the terms of this Indenture as then and theretofore supplemented and (y) such documents comply with Exhibit A hereto (if applicable);
(3) fully executed counterparts (but not the original thereof) of (a) the Lease Indentures under which were issued the Pledged Lessor Notes relating to such series of Bonds and (b) the Leases relating to such Pledged Lessor Notes;
(4) the originals of the Pledged Lessor Notes relating to such series of Bonds in an aggregate principal amount equal to not less than the aggrega...
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. 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. (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. 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. 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.
Authentication and Delivery of Bonds. At any time after the execution of this Indenture, the Authority may execute the Bonds, and the Bond Trustee, upon the Order of the Authority, shall authenticate and deliver the Bonds in accordance with Article II of this Indenture, in each case exclusive of the Bonds executed and authenticated as provided in Section 2.08 hereof.
Authentication and Delivery of Bonds. The Bonds may be executed by the Issuer 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 Officer's Certificate evidencing the authorization of the execution and delivery of this Indenture and the execution, authentication and delivery of the Bonds, and specifying the Stated Maturity, the principal amount and the Class Interest Rate of each Class of Bonds to be authenticated and delivered; and
(b) one or more Opinions of Counsel (upon which the Indenture Trustee may rely) regarding conditions precedent relating to the authentication and delivery of the Bonds, which Opinions of Counsel shall be reasonably satisfactory in form and substance to the Indenture Trustee. In rendering the opinions set forth in paragraph (b) above, such counsel may rely upon officer's certificates of the General Partner, the Issuer, the Servicer, and the Indenture Trustee, without independent confirmation or verification with respect to factual matters relevant to such opinions.
(c) an Officers' Certificate complying with the requirements of Section 10.01 and stating that:
(i) 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 Certificate of Limited Partnership or Partnership Agreement or any indenture, mortgage, deed of trust or 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 may be bound or to which it may be subject, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Bonds have been complied with;
(ii) the information set forth in the schedule attached as Schedule A to this Indenture is correct; and
(iii) attached thereto is a true and correct copy of a letter signed by the Rating Agency confirming that the Class A Bonds have been rated "AA," the Class B Bonds have been rated "A" and the Class C Bonds have been rated "BBB" by such Rating Agency.