Fort Walton Beach Resolution — 98-34-Public Imp Revenue Bonds, 1998 — reading text

consent to or direct any action are lights granted to the Bond Insurer in consideration of its issuance of the Insurance Policy. Any exercise the Bond Insurer of such by rights is merely an exercise of the Bond Insurer' s contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the Bondholders nor does such action evidence any position of the Bond Insurer, positive or negative, as to whether Bondholder consent is required in addition to the consent of the Bond Insurer. 3. No contract shall be entered into nor any action taken by which therights of the Bond Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced except upon obtaining the plior written consent of the Bond Insurer. F. DEFEASANCE. In addition to the provisions on the Ordinance, to accomplish defeasance the Issuer shall cause to be delivered ( i) a report of an independent finn of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Bond Insurer ("Accountant") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date Verification"), ( ii) an Escrow Deposit Agreement ( which shall be acceptable in fonn and substance to the Bond Insurer), and (ill) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer " Outstanding" under the Ordinance; each Verification and defeasance opinion shall be acceptable in fonn and substance, and addressed, to the Issuer, and the Bond Insurer. In the event a forward purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Bond Insurer and shall be accompanied by such opinions of counsel as may be required by the Bond Insurer. The Bond Insurer shall be provided with final drafts of the above- referenced documentation not less than five business days prior to the funding of the escrow. G. SUSPENSION OF BOND INSURER'S RIGHTS. Rights of the Bond Insurer to direct or consent to Issuer or Bondholder actions under the Ordinance or Resolution shall be suspended during any period in which the Bond Insurer is in default in its payment obligations under the Bond Insurance Policy except to the extent of amounts previously paid by the Bond Insurer and due and owing to the Bond Insurer) and shall be of no force or effect in the event the Bond Insurance Policy is no longer in effect or the Bond Insurer asserts that it waives such rights. MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355-awardres 5  o o H. CLAIMS UPON BOND INSURANCE POLICY FOR BONDS. The Paying Agent and the Issuer shall comply with the provisions of Exhibit "B" attached hereto regarding claims and payments from the Bond Insurer of the Bonds. 1. REIMBURSEMENT. The Issuer shall payor reimburse the Bond Insurer any and all charges. fees. costs andexpenses which the Bond Insurer may reasonably payor incur in connection with (i) the admini~tration. enforcement, defense or preservation of any lights or secuIity in any Related Document; (ii) the pursuit of any remedies under the Ordinance or any other Related Document or otherwise afforded by law or equity; (iii) any amendment, waiver or other action with respect to. or related to, the Ordinance, this Resolution or any other Related Document whether or not executed or completed; iv) the violation by the Issuer of any law, rule or regulation, or any judgment, order or decree applicable to it or ( v) any litigation or other dispute in connection with this Resolution or any other Related Document or the transactions contemplated thereby, other than amounts resulting from the failure of the Bond Insurer to honor its obligations under the Insurance Policy. The Bond Insurer reserves the light to charge a reasonable fee as a condition to executing any amendment. waiver or consent proposed in respect of this Resolution or any other Related Document. J. Notwithstanding satisfaction of other conditions to the issuance of Additional Parity Bonds contained in the Ordinance, no such issuance may occur ( 1) should any Event of Default (or any event which, once all notice or grace peliods have passed, would constitute an Event of Default) have occurred and be continuing unless such default shall be cured upon such issuance and ( 2) unless the Reserve Account is fully funded at its requirement ( including the new issue) upon the issuance of such Additional Parity Bonds, in either case unless otherwise pennitted by the Insurer. K. PAYMENTS. 1. Payments required to be made to the Bond Insurer shall be payable solely from the Pledged Revenues and from funds held under the Ordinance available for such purpose and shall be paid, to the extent not paid from the Sinking Fund, after required deposits to the Reserve Account. The obligations to the Bond Insurer shall survive discharge or tennination of the Related Documents. 2. The Bond Insurer shall be entitled to pay principal or interest on the Bonds that shall become due for payment but shall be unpaid by reason of Nonpayment by the defined in the Insurance Policy) and any Issuer ( as amounts due on the Bondsresult of any acceleration of the matuIity as a thereof in accordance with the Ordinance, whether or not the Bond Insurer has MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 6  o o received a Notice of Nonpayment ( as defmed in the Insurance Policy) or a claim upon the Insurance Policy. L. EFFECT OF INSURANCE ON DEFAULT. In detennining whether a default has occurred under the Ordinance, no effect shall be given to payments made by the Bond Insurer. M. ISSUANCE OF VARIABLE RATE ADDITIONAL PARI1Y OBLIGATIONS. The Issuer shall not hereafter issue any Additional Parity Obligations which bear interest at a variable rate unless the Bond Insurer for the Bonds shall first approve the issuance thereof in wrtting. SECTION 5. REDEMPTION PROVISIONS. The Bonds shall be subject to optional and mandatory redemption prior to maturity upon the tenns and in the manner set forth on Schedule I attached hereto. SECTION 6. APPLICATION OF PROCEEDS OF THE BONDS. The Bonds shall be applied by the Issuer simultaneously with the delivery of such Bonds to the purchaser thereof, as follows: a) The accrued interest, if any, received from the sale of the Bonds shall be deposited in the Sinking Fund created under the Ordinance and shall be used only for the purpose of paying interest due on the Bonds. becoming b) Unless provided from other funds of the Issuer on the date of issuance of the Bonds or except to the extent the Issuer shall have delivered to the Registrar a Reserve Account Insurance Policy in respect of the Reserve Requirement for the Bonds or unless the payment of principal and interest on the Bonds have been insured by a Bond Insurer which Bond Insurer does not require either a Reserve Account or a Reserve Account Insurance Policy, a sum sufficient. with other funds on deposit in the Reserve Account, to equal the Reserve Requirement coming due on the Bonds shall be deposited in the Reserve Account in the Sinking Fund. herein created and established, and shall be used only for the purposes provided therefor. c)To the extent not paid or reimbursed therefor by the original purchasers of the Bonds. the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of each subseries the Bonds. including premiums for bond insurance and any Reserve Account Insurance Policy, from the proceeds of each respective subseries. MCL- 12/ 03/ 98 Rev 12/ 07/ 98 Rev: 12/ 08/ 98- 6355- awardres 7  I o o d) A sum specified in the Escrow Deposit Agreement which together with the other funds described in the Escrow Deposit Agreement to be deposited in escrow, when invested as provided in the Escrow Deposit Agreement, will produce cash and maturing principal and interest on such investments which will be sufficient to pay, as of any date of calculation, the principal of and premium, if any, and interest on the Refunded Bonds as the same shall become due or are redeemed on the next succeeding call date as specified in the Escrow Deposit Agreement, whichever is earlier and to pay the expenses specified in the Escrow Deposit Agreement, shall be deposited into the Escrow Account established in the Escrow Deposit Agreement, in the amounts sufficient for such purposes. Simultaneously with the delivery of the Bonds to the original purchaser thereof, the Issuer shall enter into the Escrow Deposit Agreement in substantially the fonn attached as Exhibit " C" hereto with a bank or trust company approved by the Issuer, which shall provide for the deposit of sums into the Escrow Account and for the investment of such