Irrevocability of Election. Any election by a Bondowner to exercise the option to have its Bond or Bonds purchased, or any election by a Bondowner to retain its Bond or Bonds upon any mandatory Tender Date, shall be irrevocable upon delivery to the Tender Agent of the Notice of Election to Tender Bonds (together with, if required at the time of delivery of such notice, the Tendered Bonds) or of the Notice of Election to Retain Bonds, as the case may be. If any Owner of Bonds falls to deliver the Bonds described in such Owner's Notice of Election to Tender Bonds, such Bonds shall be converted to Undelivered Bonds. Replacement Bonds shall be executed, authenticated and delivered in place of such Undelivered Bonds as provided in the Indenture and such replacement Bonds may be offered and sold by the Remarketing Agent in accordance with the Indenture and Remarketing Agreement if the credit enhancement requirements of the Indenture are met. Purchase of Tendered Bonds. Tendered Bonds shall be purchased from the Owners thereof on the Tender Date at the Tender Price which shall be payable solely from the following sources in the order of priority listed: (1) proceeds of the remarketing of such Tendered Bonds pursuant to the Remarketing Agreement and the Indenture which constitute Available Moneys; and (2) proceeds of a payment under the Credit Facility to purchase such Tendered Bonds. Notwithstanding any provision of the Indenture to the contrary, there shall be no purchases (other than a mandatory tender on the Termination Date or a mandatory purchase on the Mandatory Purchase Date) or sales of Bonds pursuant to the provisions of the Indenture relating to the tender of Bonds if there shall have occurred and be continuing certain Events of Default under the Indenture. ===================================================================== (FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______ ________________________________________________________________________________ (Please Print or Typewrite Name, Address and Social Security Number or Taxpayer Identification Number of Transferee) the within Bond and all rights therein, and hereby irrevocably constitutes and appoints _____________________ Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________ _________________________________________ NOTICE: The signature to this Assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed By: _________________________________________ NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution as defined by SEC Rule l7Ad-15 (17 CFR 240.l7Ad-15). By_______________________________________ Title____________________________________ ===================================================================== The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT_____________________ (Cust) Custodian__________________ (Minor) under Uniform Transfers to Minors Act _______________________ (State) Additional abbreviations may also be used though not in the above list. ===================================================================== LEGAL OPINION I, the undersigned, Executive Director of the South Carolina Jobs-Economic Development Authority, hereby certify that the following is a true and correct copy of the approving legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇, P.A., on the within Bond and the series of which said Bond is a part, except that it omits the date of such opinion; that said legal opinion was manually executed and was dated and issued as of the date of delivery of and payment for such Bonds, and is on file with _______________________________, the Trustee. facsimile ----------------------------------------- Executive Director South Carolina Jobs-Economic Development Authority ===================================================================== (Legal Opinion) EXHIBIT B INVESTMENT SECURITIES COLLATERAL REQUIREMENT Collateral securing Investment Securities must comply with the following requirements:
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Irrevocability of Election. Any election by a Bondowner to exercise the option to have its Bond or Bonds purchased, or any election by a Bondowner to retain its Bond or Bonds upon any mandatory Tender Date, shall be irrevocable upon delivery to the Tender Agent of the Notice of Election to Tender Bonds (together with, if required at the time of delivery of such notice, the Tendered Bonds) or of the Notice of Election to Retain Bonds, as the case may be. If any Owner of Bonds falls fails to deliver the Bonds described in such Owner's Notice of Election to Tender Bonds, such Bonds shall be converted to Undelivered Bonds. Replacement Bonds shall be executed, authenticated and delivered in place of such Undelivered Bonds as provided in the Indenture and such replacement Bonds may be offered and sold by the Remarketing Agent in accordance with the Indenture and Remarketing Agreement if the credit enhancement requirements of the Indenture are met. Purchase of Tendered Bonds. Tendered Bonds shall be purchased from the Owners thereof on the Tender Date at the Tender Price which shall be payable solely from the following sources in the order of priority listed: (1) proceeds of the remarketing of such Tendered Bonds pursuant to the Remarketing Agreement and the Indenture which constitute Available Moneys; and (2) proceeds of a payment under the Credit Facility to purchase such Tendered Bonds. Notwithstanding any provision of the Indenture to the contrary, there shall be no purchases (other than a mandatory tender on the Termination Date or a mandatory purchase on the Mandatory Purchase Date) or sales of Bonds pursuant to the provisions of the Indenture relating to the tender of Bonds if there shall have occurred and be continuing certain Events of Default under the Indenture. ================================================================================ (FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______ ________________________________________________________________________________ (Please Print or Typewrite Name, Address and Social Security Number or Taxpayer Identification Number of Transferee) the within Bond and all rights therein, and hereby irrevocably constitutes and appoints _____________________ Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________ _________________________________________ ------------- ----------------------------------------- NOTICE: The signature to this Assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed By: _________________________________________ ----------------------------------------- NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution as defined by SEC Rule l7Ad-15 (17 CFR 240.l7Ad-15). By_______________________________________ Title____________________________________ By -------------------------------------- Title ------------------------------------ ================================================================================ The following abbreviations, when used in the inscription on the face of the within Bond, shall ,be construed as though they were written out in full according to applicable laws or regulations. TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT______ACT _______________ (Cust) Custodian____Custodian ______________ (Minor) under Uniform Transfers to Minors Act __________________________ (State) Additional abbreviations may also be used though not in the above list. ================================================================================ LEGAL OPINION I, the undersigned, Executive Director of the South Carolina Jobs-Economic Development Authority, hereby certify that the following is a true and correct copy of the approving legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇, P.A., on the within Bond and the series of which said Bond is a part, except that it omits the date of such opinion; that said legal opinion was manually executed and was dated and issued as of the date of delivery of and payment for such Bonds, and is on file with _______________________________, the Trustee. facsimile ----------------------------------------- -------------------------------------------------- Executive Director South Carolina Jobs-Economic Development Authority ================================================================================ (Legal Opinion) EXHIBIT B INVESTMENT SECURITIES COLLATERAL REQUIREMENT Collateral securing Investment Securities must comply with the following requirements:
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