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99-015RESOLUTION NO. 99-15 A RESOLUTION OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL AGREEMENT WITH OTHER GOVERNMENTAL UNITS WHICH HAVE CREATED THE FLORIDA MUNICIPAL LOAN COUNCIL; AUTHORIZING THE NEGOTIATION OF A LOAN IN AN AGGREGATE AMOUNT NOT TO EXCEED $21,000,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE ACQUISITION, CONSTRUCTION AND ERECTION OF CERTAIN CAPITAL PROJECTS; APPROVING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNCIL; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKING OF SUCH LOAN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units (the "Members") have created the Florida Municipal Loan Council (the "Council") pursuant to a certain Interlocal Agreement and pursuant to Chapter 163, Pad 1, Florida Statutes, for the purpose of issuing its bonds to make loans to participating Members for qualified projects; and WHEREAS, the City of Aventura, Florida (the "Borrower"), a municipal corporation, is duly created and existing pursuant to the Constitution and laws of the State of Florida (the "State"); and WHEREAS, the Borrower finds and declares that there is a substantial need for the financing of qualifying projects permitted by Florida Statutes and the State Constitution; and WHEREAS, the Borrower possesses the ability to finance such projects on its own, but has determined that a pooled financing program involving a limited number of local governmental units which regularly undertake projects requiring significant debt financing within the State of Florida with similar credit worthiness and high investment grade ratings by nationally recognized rating agencies would provide for financing of such projects at lower interest costs; and WHEREAS, it is anticipated that the benefits of a pooled financing by the Borrower With a limited number of governmental units With similar highly rated credit may be obtained through promises to repay loans under the program and supported by a general covenant to budget and appropriate for such purpose or by a specific pledge of taxes or revenues; and WHEREAS, by pooling the respective financial needs of these certain various local govemmentai units, the Borrower Will be able to access additional markets and expects to receive the benefits of lower interest rates on more favorable terms associated With such a large scale financing with such benefits being obtained for and inuring to the Borrower; Resolution No. 99-15 Page 2 WHEREAS, the Borrower is authorized under Chapter 166, Florida Statutes, as amended, and Part 1, Chapter 163, Florida Statutes, as amended, to enter into interlocel agreements with other local governmental units of the State of Florida to create a Council to issue revenue bonds and loan the proceeds for qualified projects within the Borrower and of other such participating local governmental units; and WHEREAS, the Borrower desires to participate in such a program with other cities and other qualified governmental entities approving the Agreement; and WHEREAS, the Council is in the process of issuing its Florida Municipal Loan Council Revenue Bonds, Series 1999 (the "Bonds") and is seeking to make loans (the "Loans") to Members, and WHEREAS, it is hereby determined that a need exists to borrow funds to finance the cost of the acquisition, construction and/or equipping of the qualifying projects set forth on Exhibit B attached hereto (the "Projects"); and WHEREAS, it is determined to be in the best interest of the Borrower to borrow funds from the Council from the proceeds of the Bonds to finance the cost of the Projects. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, AS FOLLOWS: SECTION I. AUTHORITY. This Resolution is adopted pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. AUTHORIZATION OF INTERLOCAL AGREEMENT. The Interlocal Agreement creating the Florida Municipal Loan Council (the "Council") attached hereto as Exhibit A is hereby approved and the City Manager of the Borrower is hereby authorized to execute, deliver, and record on behalf of the Borrower the Interlocal Agreement in order that the Borrower may enter into said Interlocal Agreement with other participating governmental units in the State of Florida and padicipate in the pooled loan program. SECTION 3. APPOINTMENT. The Finance Support Services Director is hereby appointed as the Representative (as defined in the Interlocal Agreement) of the Borrower for the Florida Municipal Loan Council SECTION 4. PROJECT. The acquisition, construction and erection of the Projects are hereby approved. SECTION 5. Due to the complicated nature of the financing and the ability of the Council to access additional markets and for the Borrower to receive the benefits of lower Resolution No. 99-15 Page 3 interest rates and issuance costs, it is hereby determined that it is in the best interest of the Borrower that the Loan to the Borrower be made from the proceeds of the Bonds, as opposed to the Borrower borrowing funds pursuant to a public sale. SECTION 6. The City Manager or any other appropriate officers of the Borrower are hereby authorized and directed to execute and deliver a Loan Agreement to evidence the Loan, to be entered into by and between the Borrower and the Council in substantially the form attached hereto as Exhibit C with such changes, insertions and omissions as may be approved by the City Manager, the execution thereof being conclusive evidence of such approval. SECTION 7. The amount of the Loan of the Borrower evidenced by the Loan Agreement shall not exceed $21,000,000. Such Loan shall be made at a discount which shall include a pro-rata portion of costs of issuance incurred by the Council together with a pro-rata portion of a reserve fund surety cost and shall bear interest and shall be repayable according to the terms and conditions set forth in the Lean Agreement authorized pursuant to Section 2 hereof with such changes, insertions and omissions as may be approved by the City Manager. The redemption provisions, if any, relating to such Loan shall be as provided in the Loan Agreement. SECTION 8. The Bonds will be issued pursuant to a Trust Indenture to be executed by the Council and a bank or trust company to be selected by the Council, as Trustee, and such Trust Indenture, in substantially the form as attached hereto as Exhibit D is hereby approved, with such changes, insertions and omissions as may be approved and/or authorized by the Council. SECTION 9. The City Manager or any other appropriate officers of the Borrower are hereby authorized and directed to execute any and all certifications or other instruments or documents required by this Resolution, the Loan Agreement or any other document required by the Council as a prerequisite or precondition to making the Loan (including but not limited to the execution of an agreement concerning compliance with existing or proposed rules of the Securities and Exchange Commission concerning continuing disclosure by the Borrower and all tax documents relating to the tax exempt status of the Loan), and any such representations and agreements made therein shall be deemed to be made on behalf of the Borrower. All action taken to date by the officers of the Borrower in furtherance of the issuance of the Bonds and the making of the Loan is hereby approved, confirmed and ratified. SECTION 10. The Representative of the Borrower to the Council is hereby authorized to approve the final rates of interest on the Bonds, and the redemption provisions thereof, if any, on behalf of the Borrower, Resolution No. 99- Page 4 SECTION 11. The Loan Agreement shall not be executed and delivered unless and until the Borrower has received all information required by Section 218.385, Florida Statutes. SECTION 12. Pursuant to subsequent resolution, the Borrower may establish such additional terms as it may so determine to be in the best interests of the Borrower. SECTION 13. The City Manager or his designee are authorized to do all things necessary to carry out the aims of this resolution. SECTION 14. This resolution shall take effect immediately upon its adoption. The foregoing Resolution was offered by Commissioner Rogers-Libert who moved its adoption. The motion was seconded by Commissioner , and upon being put to a vote, the vote was as follows: Commissioner Arthur Berger Commissioner Jay R. Beskin Commissioner Ken Cohen Commissioner Jeffrey M. Perlow Commissioner Patricia Rogers-Libert Vice Mayor Harry Holzberg Mayor Arthur I. Snyder yes PASSED AND ADOPTED this 2"d day of March, 1999. ATFEST: Teresa M. Smith, CMC, City Clerk APPROVED AS TO LEGAL SUFFICIENCY: CITY A~FFORN EY EXHIBIT A INTERLOCAL AGREEMENT Exhibit A INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT, dated as of ,1998 (the "Agreement"), entered into among a limited number of governmental units, each one located in the State of Flodda, (the "Council Members"), which shall initially be the City of Stuart, City of Deland and City of Rockledge with their participation evidenced by the signatures of their authorized representatives; WITNESSETH: WHEREAS, each of the Council Members have the power to borrow funds, contract loans and issue obligations pursuant to applicable law; and WHEREAS, Part I of Chapter 163, Flodda Statutes, (the "intedocal Act"), permits the Council Members to enter into intedocal agreements with each other to jointly exemise any power, privilege or authority which such Council Members share in common and which each might exemise separately, permitting the 'council Members to make the most efficient use of their power by enabling them to cooperate on a basis of mutual advantage and thereby provide services and facilities in a manner and pursuant to forms of governmental organization that are in the best interests of such Council Members; and WHEREAS, 163.01(7)(d), Flodda Statutes, authorizes the Council Members, pursuant to an intedocal agreement, to create a separate legal entity to exemise the common power of the Council Members to issue obligations for the purposes of financing or refinancing capital projects pursuant to the Intedocal Act; and WHEREAS, the City of Stuart, City of Deland and City of Rockledge have determined that there is a substantial need to create such a legal entity to issue obligations to provide funding to governmental entities located in the State of Florida, including the Council Members, in order to finance or refinance capital projects within said govemmental entities; NOW, THEREFORE, in consideration of the mutual covenants herein, it is mutually agreed and understood among the Council Members that now or may hereafter execute this Agreement, that the "Florida Municipal LOan Council," a legal entity and public body corporate and politic and a unit of local government for all of the privileges, benefits, power and terms of the Intedocal Act (the "Council,), is hereby created and charged with the structuring, administration and execution of the hereinafter described Program as follows: ARTICLE I DEFINITIONS The following definitions shall govem the interpretation of this Agreement: "Act" shall mean the Intedocal Act, Part II of Chapter 166, in the case of municipalities, or Chapter 125, in the case of counties, Flodda Statutes, and other applicable provisions of law. "Administrator" shall mean such program administrator selected by the Council to administer the making, originating and servicing of the Loans or any portion thereof and to act as the Council's agent as set forth in a Program Administration Agreement between the Council and the Administrator. The initial Administrator shall be the Flodda League of Cities, Inc., a Flodda corporation. "Agreement" shall mean this Intedocal Agreement, including any amendments or supplements hereto, executed and delivered in accordance with the terms hereof. "Board" or "Board of Directors" shall mean the Board of Directors of the Council, such Board consisting of local elected municipal and/or county officials chosen in the manner set forth in Article III hereof. Each member of the Board of Directors shall be a "Director." "Bonds" shall mean the bonds, notes or other obligations issued by the Council pursuant to an Indenture or Indentures as described in Article IV of this Agreement. "Council" shall mean the Flodda Municipal Loan Council, a legal entity created pursuant to the provisions of this Agreement and the Act. "Council Member" or "Council Members" shall mean the member or members of the Council, as shall be provided in this Agreement. The Council Members shall initially be the City of Stuart, City of Deland and City of Rocldedge. "Indenture" or "Indentures" shall mean an Indenture of Trust or Indentures of Trust to be entered into between the Council and a qualified trustee bank or banks, including any amendments or supplements thereto executed and delivered in accordance with the terms thereof. The Indenture or Indentures shall be in such forms and contain such provisions, covenants, representations and restrictions asshall hereafter be approved by the Council. "lntedocal ACt" shall mean Part I of Chapter 163, Flodda Statutes. "Loan" means an amount equal to the outstanding obligation under a particular Loan Agreement or Participation Agreement. "Loan Agreements" or "Participation Agreements" shall mean the agreements, including the exhibits attached thereto, which the govemmental entities shall execute prior 2 to borrowing funds through the Program, which Loan Agreements or Participation Agreements shall be in the forms approved by the Council. "Program" shall mean the financing program of the Council created and structured pursuant to the terms and conditions of this Agreement and the Program Documents. "Program Documents" shall mean, collectively, the Indenture(s), any Loan Agreements, any Participation Agreements and such other contracts relating to credit enhancement, agreements, opinions of counsel and certificates as the Council shall deem appropriate. "Project" shall mean such capital improvements or facilities and other govemmental undertakings as shall be financed or refinanced through the Program. "Representative" shall mean that individual or official serving as a Council Member. "State" shall mean the State of Florida. "Trustee" shall mean such entity to be hereafter selected by the Council to act as Trustee for the Program in accordance with the terms hereof, the Program Documents, and any successor or assigns. Whenever any words are used in this;Agreement in the masculine gender, they shall be construed as though they were also in the feminine or neuter gender in all situations where they would so apply, and whenever any words are used in this Agreement in the singular form, they shall be construed as though they were also used in the plural form in all situations where they would so apply. ARTICLE II THE COUNCIL SECTION 2.01. CREATION. The Council Members hereby create the "Flodda Municipal Loan Council," a legal entity created pursuant to this Agreement and the Act, as an unincorporated non-profit association under State law, none of the profits of which shall inure to the benefit of any pdvate person. SECTION 2.02. PURPOSE. The purpose ofthe Council is to enable participating govemmental entities to (a) finance or retinance Projects permitted by the Act on a cooperative and cost-effective basis, (b) benefit from the economies of scale associated with large scale financings which may othenvise be unrealized if separate financings were undertaken and (c) maximize the benefits derived from the availability of moneys provided by the State for funding Projects. SECTION 2.03. POWERS. (a) The Council is authorized for the purpose of carrying out the Program to exercise all of the privileges, benefits, powers and terms of the Act in connection with the authorization, issuance and sale of the Bonds pursuant to Article IV. Such powers include, but are not limited to, the power to make and enter into contracts and agreements necessary or incidental to the perfonmance of its duties and the execution of its duties under this ^greement~ to employ consultants, advisors, experts, attorneys and such other employees and agents as may, in the judgment of the Council, be necessary, and to fix their compensation; to sue or be sued in its own name; to receive and accept any aid or contributions from any source of money, property, labor or other things of value; to adopt a seal; and to adopt a place or places of its official meetings. (b) No enumeration of powers herein shall be deemed exclusive or restrictive, but shall be deemed to incorporate all implied powers necessary or incident to carrying out the purposes of the Council. SECTION 2.04. MEMBERSHIP. The Council Members shall consist of those governmental entities which have been admitted pursuant to Article III hereof. SECTION 2.05. DURATION OF COUNCIL. From and after the date of its creation, the Council shall exist so long as any Bonds of the Council or obligations of any participating governmental entities under the Program remain outstanding. Upon termination, any assets of the Council shall be allocated among the govemmental entities in accordance with the terms of each applicable Program Document. 4 ARTICLE III MEMBERSHIP, REPRESENTATION SECTION 3.01. MEMBERSHIP. (a) Membemhip in the Council shall consist of those governmental entities which from time to time are listed on Exhibit A hereto, having adopted an authorizing resolution in order to join the Council as a Council Member. (b) The initial Council Members shall consist of: The City of Stuart, City of Deiand and City of Rockledge. (c) The Council may admit any governmental entity to membership upon the affirmative vote of two-thirds (2/3) of the Board of Directors at a duly called meeting of the Council. (d) As a precondition to membershiP in the Council, each Council Member shall constitute a governmental entity in the State of Florida and shall deliver a duly authorized and executed counterpart to this Agreement. SECTION 3.02. REPRESENTATION AND BOARD OF DIRECTORS. (a) The governing body of each Council Member shall appoint one or more Representatives to act on its behalf to provide information and attend meetings from time to time of the Council. (b) The goveming body of each COuncil Member, in its sole discretion, may remove its Representative or Representatives at any time and may appoint a new Representative or Representatives to the Council. (c) The affairs, actions and duties of the Council shall be undertaken by the Board of Directors. The Board shall consist of not less than one (1) nor more than five (5) elected public official(s), each one of which shall be appointed in the manner provided for in subsection (d) below. (d) Directors shall serve unlimited terms. The Directors shall be appointed by the President of the Florida League of Cities, Inc. Vacancy's shall also be filled by appointment by the President of the Florida League of Cities, Inc. SECTION 3.03. ACTION. (a) The affairs, actions and duties of the Council shall be undertaken at a duly called meeting pursuant to Section 3.09 hereof. (b) At any meeting of the Council at which any official action is to be taken, three of the Directors shall constitute a quorum; and a majority vote of the Directors present shall be the act of the Council except as provided in Sections 3.01(c), 3.10(b) and 5.05 hereof. 5 (c) A certificate, resolution or instrument signed by the Chairman, Vice-Chairman or such other designated person of the Council as may be hereafter selected by the Council shall be evidence of the action of the Council and any such certificate, resolution or other instrument so signed shall conclusively be presumed to be authentic. Likewise, all facts and matters stated therein shall conclusively be presumed to be true. SECTION 3.04. ELECTION OF OFFICERS; APPOINTMENT OF ADMINISTRATOR. (a) Once a year, and at such other time as may be necessary to fill a vacancy, at a meeting of the Council called for the purpose thereof, the Council through its Board of Directors shall elect a Chairman and a Vice-Chairman to conduct the meetings of the Commission and to perform such other functions as herein provided. Said Chairman and Vice-Chairman shall serve one (1) year terms unless they resign sooner pursuant to Section 3.06 hereof or are otherwise removed pursuant to Section 3.10 hereof. (b) The Council shall enter into a Program Administration Agreement with the Administrator with respect to administering and managing the Program. The Commission may also enter into such other agreements as may be necessary to establish and maintain the Program, including, but not limited to, employing counsel, accountants, auditors, financial advisors and other consultants, employing underwriters for marketing the Bonds, and obtaining credit enhancers for the Bonds, (c) The Board of Directors shall conduct the business of and further the purposes of the Council including, without limitation, the development, structuring and maintaining of the Program. In order to more effectively carry out its duties, the Board may delegate to the ^dministrator certain responsibilities and duties provided that the Board provide sufficient guidelines and criteria for the performance of such duties and responsibilities. SECTION 3.05. AUTHORITY OF OFFICERS. (a) The Chairman and the Vice- Chairman shall take such action and sign 'such documents, including the Program Documents, on behalf of the Council and in furtherance of the purposes of this Agreement and the Program as shall be approved by resolution of the Council. (b) The Program ^dministrator or his designee, shall keep minutes of all meetings, proceedings and acts of the Council but such minutes need not be verbatim. Copies of all the minutes of the meetings of the Council shall be sent by the Program Administrator or its designee to all RepreSentatives of the Council. The Program Administrator may also attest the execution of documents. SECTION 3.06. RESIGNATION. (a) Any Director may resign from all duties or responsibilities hereunder by giving at least Seven (7) days prior written notice sent by registered mail to the Program Administrator. Such notice shall state the date said resignation shall take effect and such resignation shall take effect on such date. 6 (b) Any Director, upon leaving office, shall forthwith turn over and deliver to the Program Administrator any and all records, books, documents or other property in his possession or under his control which belongs to the Council and/or relates to the Program. SECTION 3.07. EXPENSES. The Council may establish, from time to time, procedures for reimbursement for reasonable expenses incurred in accordance with the terms of this Agreement. SECTION 3.08. LIABILITY AND INSURANCE. No member of the Board of Directors, Representative, agent, officer, official or employee of the Council shall be liable for any action taken pursuant to this Agreement in good faith or for any omission, except in accordance with Section 768.28, Florida Statutes, or for any act or omission or commission by any other member of the Board of Directors, Representative, agent, officer, official or employee of the Council. The initial parties to this Agreement, and any party who may now or hereafter become a member of the Council, agree the initial parties to this Agreement, individually or collectively, by executing this Agreement, have not and do not assume any liabilities adsing out of the creation or operation of the Agreement, and that the initial parties to this Agreement, individually or collectively, shall only be liable for the obligations of the Council to the extent they specifically covenant to do so by separate agreement as a member of the Council. The Council hereby agrees to save, hold harmless and indemnify the initial parties to this Agreement, and their officers, employees, and agents, of and from any loss, damage or expense incurred by said parties as a result of the said parlJes' execution of this Agreement, The Board of Directors is hereby authorized and empowered to obtain, at the expense of the Council, I abi ity nsurance fu Yprotecting the respeclNe Directors fi'om any loss or expense incurred, including reasonable attorney's fees, for all acts of the Directors except bad faith and gross negligence. The council hereby agrees to save, hold harmless and indemniflj the Directors from any loss, damage or expense incurred by said persons while acting in their official capacity excepting bad faith and gross negligence. SECTION 3.09. MEETINGS. (a) The Council shall convene at a meeting celled by either a majority of the Board of Directors or at the request of the Chairman. Meetings shall be conducted at such locations as may be acceptable to the majority of the Board of Directors and in accordance with the laws of the State. The Chairman shall set forth the date, time, location and purpose of each meeting and notice thereof, unless otherwise waived, shall be furnished to each Representative and members of the Board of Directors by the Program Administrator, or his designee, not less than seven (7) days prior to the date of such meeting. The Chairman may direct the Program Administrator or such other 7 designee as he may select to send the prerequisite notice for any meeting of the Council otherwise called in accordance with the provisions hereof. (b) Within a reasonable period of time after the creation of the Council, the duly appointed Board of Directors shall hold an organizational meeting in a mutually agreeable location in the State of Flodda to elect officers and perform such other duties as shall be provided under this Agreement. SECTION 3.10. WITHDRAWAL AND REMOVAL OF COUNCIL MEMBERS. (a) Any Council Member may withdraw f~om the Council at any time, if the following conditions are satisfied: (i) there shall be at least three (3) Council Members remaining in the Council subsequent to withdrawal, and (ii) a certified resolution from the Council Member's goveming body setting forth its intent to withdraw from the council is presented to the Council. Upon satisfaction of the above conditions, such withdrawal shall be effective. (b) Any member of the Board of Directors may be removed upon the affirmative vote of at least two-thirds (2/3) of the Council Members at a duly called meeting of the Council. 8 ARTICLE IV THE BONDS SECTION 4.01. BONDS. Pursuant to the provisions of the Interlocal Act, the Council may issue, from time to time, in vadous sedes, Bonds to implement the Program and to finance and refinance Loans in accordance with the terms of the Program. Loans made by the Council shall be used by govemmental entities to finance and refinance the acquisition and construction of Projects. Such Bonds shall be issued upon such terms, containing such provisions, beadng interest at such lawful rate or rates, and supported by such other documents as may hereafter be established by the Council. The Bonds may be issued pursuant to an Indenture or Indentures and be secured in such manner as determined by the Council. SECTION 4.02. BOND PROCEEDS, The proceeds from the issuance of the Bonds shall be deposited and used for such purposes and under such conditions as set forth herein and in the Program Documents. Such proceeds maybe used to finance or refinance Projects, establish debt service reserve accounts, capitalize interest, credit enhancement and pay costs of issuance. Governmental entities may reimburse themselves from proceeds of the Bonds for Project costs previously incurred by them. SECTION 4.03. LIMITED OBLIGATIONS. Notwithstanding anything to the contrary herein or in the Program Documents, the Bonds shall not constitute "bends" within the meaning of ^rticle VII, Section 12 of the Constitution of Florida, which must be approved at an election of the qualified electors of the Council Members. The Bonds shall not constitute a general obligation of any of the Council Members, the State of Flodda, or a lien upon any property owned by or situated within the territorial limits of any of the Council Members, or the State of Flodda, except in each case to the extent otherwise specifically provided in the Program Documents. The holders of the Bonds shall not have the dght to require or compel any exercise Of the taxing power of any of the Council Members or the State of Flodda to pay the principal of, redemption premium, if any, and interest on the Bonds or to make any other payments provided for under the Program Documents, except in each case to the extent otherwise specifically provided in the Program Documents. SECTION 4.04. VALIDATION. Pdor to their issuance, the Bonds may be validated in the manner provided in the Intertocal Act and Chapter 75, Flodda Statutes, but nothing herein shall be construed to require such validation. 9 ARTICLE V MISCELLANEOUS SECTION 5.01. DELEGATION OF DUTY. Nothing contained herein shall be deemed to authorize the delegation'of the constitutional or statutory duties of the State or the Council Members or any officers thereof. SECTION 5.02. FILING. A copy of this Agreement shall be filed for record with the Clerk of the Circuit Court in each County wherein a participating Council Member is located. SECTION 5.03. IMMUNITY. All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the Council Members shall apply to the officials, officers, agents or employees of the Council when performing their respective functions and duties under the provisions of this Agreement. SECTION 5.04. LIMITED LIABILITY. No Council Member shall in any manner be obligated to pay any debts, obligations or liabilities adsing as a result of any actions of the Council, the Representatives or any other agents, employees, officers or officials of the Council, except to the extent otherwise provided in the Program Documents applicable to such Council Member and neither the Council, its Board of Directors, the Representatives or any other agents, employees, officers or officials of the Council have any authority or power to otherwise obligate the Council Member in any manner. SECTION 5.05. AMENDMENTS. This Agreement may be amended in wdting at any time by the concurrence of a two-thirds (2/3) vote of the Board of Directors present at a duly called meeting of the council. However, this Agreement may not be amended so as to (a) permit any profits of the Council to inure to the benefit of any pdvate person or to permit the assets of the council to be distributed to any entity, other than the Council Members, or (b) permit the diversion or application of any of the money or other assets of the Council for any purposes other than those specified herein or to adversely affect the tax-exempt status, if applicable, of the Bonds~ SECTION 5.06. CONTROLLING LAW. This Agreement shall be construed and governed by laws of the State. SECTION 5.07. EFFECTIVE DATE. This Agreement shall be effective from the date of execution hereof. 10 IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the Council Members by their authorized representatives. FLORIDA MUNICIPAL LOAN COUNCIL (SEAL) By: Name: Title: By: Name: Title: 11 EXHIBIT B PROJECTS Land Acquisition. The purchase of real property within the City of Aventura, Florida (the "City") to be used for municipal purposes such as (1) parks and recreation and (ii) the location of other City facilities including, without limitation, a City administrative complex and police station. Buildings and other improvements. The acquisition, construction, equipping and installation of improvements on or to the real property described above including, without limitation, municipal parks and City government and police facilities. For the repayment of the Line of Credit pursuant to the Line of Credit (Revenue Note) dated December 20 1996, which line of credit was used to provide temporary funding for the projects enumerated in A and B, above. EXHIBIT C FORM OF LOAN AGREEMENT Exhibit C LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL and THE CITY OF Dated as of 1, 1999 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 1999 This lnstn~nent Prepared By: Grace E. Dunlap, Esq. B~ant, Mille~ and Olive, P.A. 101 East Kennedy Boulevard Tampa, Florida 33602 LOAN AGREEMENT TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWEK AND COUNCIL SECTION 2.01. REPRESENTATIONS, WARRANTIES AND COVENANTS ..... 10 SECTION 2.02. COVENANTS OF BORROWER ........................... 13 ARTICLE HI THE LOAN SECTION 3.01. THE LOAN ........................................... 18 SECTION 3.02. EVIDENCE OF LOAN .................................. 18 ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS SECTION 4.01. COMMENCEMENT OF LOAN TERM ...................... 19 SECTION 4.02. TERMINATION OF LOAN TERM ......................... 19 SECTION 4.03. LOAN CLOSING SUBMISSIONS ......................... 19 ARTICLE V LOAN REPAYMENTS SECTION 5.01. PAYMENT OF BASIC PAYMENTS ........................ 21 SECTION 5.02. PAYMENT OF SURETY BOND COSTS ..................... 21 SECTION 5.03. PAYMENT OF ADDITIONAL PAYMENTS ................. 21 SECTION 5.04. C]~h'~IT FOR INTEKEST EARNINGS AND EXCESS PAYMENTS .......................................... 22 SECTION 5.05. OBLIOATIONS OF BORROWER UNCONDITIONAL ......... 22 SECTION 5.06. REFUNDING BONDS ................................... 23 SECTION 5.07. PREPAYMENT ........................................ 23 ARTICLE VI DEFEASANCE ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. ASSIGNMENT BY COUNCIL ............................ 25 SECTION 7.02. ASSIGNMENT BY BOP, ROWER .......................... 25 SECTION 7.03. PAYMENTS BY THE BOND INSURER .................... 25 EVENTS OF DEFAULT AND REIV~r~IES SECTION 8.01. EVENTS OF DEFAULT D~ ........................ 26 SECTION 8.02. NOTICE OF DEFAULT .................................. 27 SECTION 8.03. REMI~IES ON DEFAULT ............................... 27 SECTION 8.04. [THIS SECTION R.ESERVED] ............................ 28 SECTION 8.05. NO REMEDY EXCLUSIVE; WAIVER, NOTICE ............. 28 SECTION 8.06. APPLICATION OF MONEYS ............................. 28 MISCELLANEOUS SECTION 9.01. SECTION 9.02. SECTION 9.03. SECTION 9.04. SECTION 9.05. SECTION 9.06. SECTION 9.07. SECTION 9.08. -SECTION 9.09. NOTICES ............................................. 29 BINDI~IG EFFECT ..................................... 29 SEVERABILITY ....................................... 29 AMENDMENTS, CHANGES AND MODIFICA1:IONS ......... 30 EXECUTION IN COUNTERPARTS ........................ 30 APPLICABLE LAW .................................... 30 BENEFIT OF BONDHOLDERS; COMPLIANCE WITH INDENTURE .......................................... 30 CONSENTS AND APPROVALS ........................... 30 IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF COUNCIL AND BORROWER ......................... 30 SECTION 9.10. CAPTIONS ........................................... 30 SECTION 9.11. NO PECUNIARY LIABILITY OF COUNCIL ................. 30 SECTION 9.12. PAYMENTS DUE ON HOLIDAYS ........................ 31 SECTION 9.13. CALCULATIONS ...................................... 31 SECTION 9.14. TIME OF PAYMENT ................................... 31 EXHIBIT A - USE OF LOAN PROCEEDS EXHIBIT B - CERTIFIED RESOLUTION OF CITY OF FLORIDA EXHIBIT C - OPINION OF BORROWER'S COUNSEL EXHIBIT D - PRINCII~AL REPAYMENT SCI~.I~LrI~ LOAN AGRI~MENT This Loan Agreenmat (the "Loan Agreement"or the "Agreement") dated as of , 199 and entered into between the FLORIDA MUNICIPAL LOAN COUNCIL (the "Council"), a public body corporate and politic, and the CITY OF , FLORIDA ("the Borrower"), a duly constituted municipality under the laws of the State of Florida. WITNESSETH: WHEREAS, pursuant to the authority of the hereinafter defined Act, the Council desires to loan to the Borrower the amount necessary to enable the Borrower to finance the cost of the Projects, as herehuffier defined, and the Borrower desires to borrow such amount from the Council subject to the terms and conditions of end for the purposes set forth in this Agreement; and WHEREAS, the Council is a public body corporate and politic duly created, organized and existing under and by virtue of the Interlocal Agreement among the City of Florida, the City of , Florida, the City of , Florida, the City of · Florida, the City of , Florida, and the City of , Florida in accordance with Chapter 163, Part I, Florida Statutes, es amended (the "lnteriocel Act"); and ~, the Council has determined that there is substantial need within the State for a financing program (the ~Program~) which will provide funds for qualifying projects (the "Projects9 for the participating Borrowers; and WHEREAS, the Council is authorized under the Interlocal Act to issue its revenue bonds to provide funds for such purposes; and WHEREAS, the Council has determined that the public interest will best be served end that the purposes of the Intedocal Act can be more advantageously obtained by the Council's issuance of revenue bonds in order to loan funds to the Borrowers to finance Projects; and WHI=REAS, the Borrower is authorized under and pursuant to the Act, as amended, to emer imo this Loan Agreement for the purposes set forth herein; and ~, the Council and the Borrower have determined that the lending of funds by the Council to the Borrower pursuant to the terms of this Agreement and that certain Trust Indenture dated as of ,199.., between the Council and the Trustee (as defined herein) relating to the Bonds (as herelnal~er defined), including any amendments and supplements thereto (the "Indenture"), will ss~ in the development and maintenance of the public welfare of the residents of . the State and the areas served by the Borrower, and shah serve a public purpose by improving the health and living conditions, and providing adequate governmental services, facilities and programs and will promote the most efficient and economical development of such services, facilities and programs in the State; and WHEREAS, neither the Council, the Borrower nor the State or any political subdivision thereof (other than the Borrowers to the extent of their obligations under their respective Loan Agreements), shall in any way be obligated to pay the principal of, premium, if any, or interest on those certain revenue bonds of the Council designated "Florida Municipal Loan Council Revenue Bonds, Sedes 1999" (the ~Bonds") as the same shall become due, and the issuance of the Bonds shall not directly, indirectly or contingently obligate the Borrower, the State or any political subdivision or municipal corporation thereof to levy or pledge any form of ad valorem taxation for their payment but shall be payable soleJy from the funds and reveres pledged under and pursuant to this Agreement and the Indenture. NOW, THEREFORE, for and in consideration of the pt~nises hereinafter contained, the parties hereto agree as follows: 2 ARTICLE I DEFINITIONS Unless the context or use indicates another meaning or intent, the following words and terms as used in this Loan Agreement shall have the foHowin$ meanings, and any other hereinaRer defined, shall have the meanings as therein defined. "Accountant" or "Accountants'' means an independent certified public accountant or a firm of independent certified public accountants. "Accounts" means the accounts created pursuant to Section 4.02 of the Indenture. "Act" means, collectively, to the ex-xent applicable to the Borrower, Chapter 163, Part I, Florida Statutes, Chapter 125, PaR I, Florida Statutes, Chapter 166, PaR H, Florida Statutes, as amended, and all other applicable provisions of law. "Additional Payments" means payments required by Section 5.03 hereof. "Arbitrage Regulations" means the income tax regulations promulgated, proposed or applicable pmsuam to Section 148 of the Code as the same may be amended or supplemented or proposed to be amended or supplemented bom time to time. "Authorized Represe~h~e" means, when used pertaining to the Council, the Chairman of the Council and such other designated members, agents or representatives as may hereafter be selected by Council resolution; and, when used with reference to a Borrower which is a municipality, means the person performing the functions of the Mayor or Deputy, Acting or Vice Mayor thereof or other officer authorized to exercise the powers and performs the duties of the Mayor, and, when used with reference to a Borrower which is a County means the person performing the function of the Chairman or Vice Chairman of the Board of County Commissione~ of such Borrower; and, when used with reference to an act or document, also means any other person authorized by resolution to perform such act or sign such document. "Basic Payments" means the payments denominated as such in Section 5.01 hereof. "Board" means the governing body of the Borrower. "Bond Counsel" means Bryant, Miller and Olive, P.A., Tampa, Florida or any other nationally recognized bond counsel. 3 "Bondholder" or "Holder" or "holder of Bonds" or "Owner" or "owner of Bonds" whenever used herein with respect to a Bond, means the person in whose name such Bond is registered. "Bond Insurance" means the insurance policy of the Bond Insurer which insures payment of the principal of and interest on the Bonds when due. "Bond Insurance Premium" means the premiums payable to the Bond Insurer for the Bond Insurance. thereto. and any successors "Bonds" means the Florida Municipal Loan Council Revenue Bonds, Series 1999 issued pursuant to Article H of the Indenture. "Bond Year" means a 12-month period beginning on 30. I and ending on "Borrower" means the governmental unk Which is desa-ibed in the first paragraph and on the cov~ page of this Loan Asreement and which is bon'owin~ and using the Loan proceeds to finance, refinance and/or be reimbursed for, all or a portion of the costs of one or more Projects. "Borrowers" means, collectively, the Borrower executing this Loan ,a4veement and the other government[ units which have received loans fi.om the Council made from proceeds of the Bonds. "B..i-,~. Day" means any day of the year which is not a Saturday or Sunday or a day on which banldng ins~m/ons located in New York City or the State are required or authorized to remain closed or on which the New York SWck Exchange is closed. "Ce~ificate," "Statement," "Request," "Requisition" and "Order" of the Council mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Council by its Chairmnn, Executive Director or such other person as may be designated and authorized to sign for the Council. Any such instmmem and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shah be read and construed as a single instrument. "Closing" means the dosing of a Loan pursuant to the Indenture and this Agreement. 4 "Code" means the Internal Revenue Code of 1986, as mended, and the regulations promulgated, proposed or applicable thereunder. 'Comme~mem Date" means the date when the term of this Agreement begins and the obligation of the Borrower to make Loan Repayments accrues. "Council" means the Florida Munidpal Loan Council. "Cost" means "Cost" as defined in the Act. "Cost oflsmam~ Fund" means the fired by that name established pursuant to Section 4.02 of the Indenture. "Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for either the Council or the Borrowers. "Default" means an event or condition the occurrence of which would, with the lapse of time or the givinG of notice or both, become an Event of Default. "Event of Default" shall have the meaning ascribed to such term in Section 8.01 of this "l=manclal Newspaper" or ".]oul'l~l" ~ ~ W~ Str~ ~ or The Bond Buyer or any other newspaper or journal containing finandal news, printed in the English language, customarily published on each Business Day and circulated in New York, New York, and selected by the Trustee, whose decision shall be final and conclusive. "Fiscal Year" means the fiscal year of the Borrower. "Fitch" means Fc, f.h Investors Service, L.P., a limited partnership organized and existing under the laws of the State of Delaware, its successors and assigns. "Funds" means the funds created pursuant to Section 4.02 of the Indenture. "Governmental Obligations" means (i) direct and general obligations of the United States of America, or those which are unconditionally guaranteed as to principal and interest by the same, including interest on obligations of the Resolution Funding Corporation and (ii) pre-refunded municipal obligations meeting the following criteria: (a) the municipal oblig~ons may not be callable prior to maturity or, alternatively, the trustee has received irrevocable instructions concerning their calling and redemption; (b) the municipal obligations are secured by cash or securities described in subparagraph (i) above (the "Defeasance Obligations"), which cash or Defeasance Obligations may be applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal and interest of the Defeasance Obligations (plus any cash in the fund) are sufficient to meet the liabilities of the municipal obligations; (d) the Defeasance Obligations serving as security ~or the municipal obligations must be held by an escrow agant or a trustee; and (e) the Defeasance Obligations are not available to satisfy any other claims, including those against the Trustee or escrow agent. Additionally, evidences of ownership of proportionate interests in future interest and principal payments of Defeasance Obligations are permissible. Investments in these proportionate interests are limited to cir~krnstances wherein (a) a bank or trust company acts as custodian and holds the underlying obligations; (b) the owner of the inveshuent is the real party in inte~e~ and has the ri~l-tt to proceed directly and individually against the obligor of the unden~ing oblig~;ions; and (c) the underlying obi~$ntlons are held in a special account separate and apart ~'om the custodian's ganend assets, and are not avniishle to satisfy any claim of the ~Bstodinn. ~ per,on ¢lnimin_.~ tl~OUg~ the custodian, or ~ person to whom the custodian may be obligated. "Indenture" means the Trust Indenture dated as of 1, 1999 between the Council ava the Trustee, including any indentures supplemental thereto, pursuant to which (i) the Bonds are authorized to be issued and (ii) the Council's interest in the Trust Estate is pledged as secur~ for the payment of principal o/~ premium, if any, and interest on the Bonds. "Interest Payment Date" means I and I of each year, "Interest Period" means the semi-annual period between Interest Payment Dates. "lnterlocal Act" means Chapter 163, Part I, Florida Statutes. "Interlocal Agreement" means that certain Interlocal Agreement originally dated as of ,199_ among the various Borrowers executing it from time to time, the original parties to which are the City of , the City of and the City of 6 , as amended and supplemented together with the additional governmental entities who become members of the Council, all as amended and supplemented from time to time. "Liquidation Proceeds" means amounts received by the Trustee or the Counc'fl in connection with the enforcement of any of the remedies under this Loan Agreement after the occurrence of an "Event of D~,,It" under this Loan Agreement which has not been waived or cured. "Lonn" means the Loan made to the Borrower from Bond proceeds to finance certain Project(s) in the amount specified in Section 3.01 h~r~in. "Loans" means aH loans made by the Council under the Indenture to the Borrowers. "Loan Agreement" or "Loan Agreements" means this Loan Agreement and any amendments and supplements hereto. "Loan Repayment Date" means 20, 1998, and thereafter each 20 and 20, or if such day is not a Business Day, the next preceding Business Day. "Loan Repayments" means the payments of principal and interest and other payments payable by the Borrower lxtrsu~ to the provis/ons of this Loan Agreement, including, without limitation, Additional Payments. "Loan Term" means the term provided for in Article IV of this Loan Asreement. "Moody's" means Moody's Investors Service, a corporation orF, anized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rati~ agency, "Mood, s" shall be deemed to refer to any other nationally recognized securities rating a~ency desi?nted by the Council, with the approval of the Bond Insurer, by notice to the Trustee. "Non-Ad Valorem Revenues" means all revenues and taxes of the Borrower derived from any source whatever other than ad valorem taxation on real and personal property, which are leF~ly avnilnh~e for Loan Repayments. "Opinion of Bond Counsel" means an opinion by Bond Counsel which is selected by the Council and acceptable to the Trustee. "Opinion of Counsel" means an opinion in writinE ora lesal counsel, who may, but need not be, counsel to the Council, a Borrower or the Trustee. 'Outstanding Bonds' or "Bonds Outstattd_ing' means all Bonds which have been authenticated and delivered by the Trustee under the Indenture, except: (a) Bonds canceled aler purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds deemed paid under Article IX of the Indenture; and (c) Bonds in lieu of which other Bonds have been authenticated under Section 2.06, 2.0'/or 2.09 of the Indenture. "Person" means an indiw'dual, a corporation, a pannersh/p, an assodation, a trust or any other entity or organ/zation including a government or political subdivision or an agency or "Principal Fund" means the fund by that name created by Section 4.02 of the Indenture. "Principal Payment Dete" means the malu~ date or mandatory redemption date of any Bond. "Program" means the Council's pro,ram of making Loans under the Act end pursuant to the Indenture. "Project" or "Projects" means a governmental undertaking approved by the governing body of a Borrower for a public purpose, including the refuumcing of any indebtedness. "Project Loan Fund" menns the fund by that name established pursuant to Section 4.02 of the Indenture. "Proportionate Share" means, with respect to any Borrower, a fraction the numerator of which is the outstanding principal amount of the Loan of such Borrower made from proceeds of the Bonds and the denominator of which is the outstanding prindpal amount of all Loans made from proceeds of the Bonds and then outstanding. "Purchase Price" means the purchase price of one or more items of a Project negotiated by a Borrower with the seller of such items. 8 "Redemption Price" means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption pursuant to the provisions of such Bond and the Indenture. "Revenue Fund" means the fund by that name created by Section 4.02 of the Indenture. "Revenues" means ali Loan Repaymems paid to the Trustee for the respective accounts of the Borrowers for deposit in the Principal Fund and Revenue Fund to pay principal o£ premium, if any, and interest on the Bonds upon redemption, at maturity or upon acceleration of maturity, or to pay interest on the Bonds when due, and all receipts of the Trustee credited to the Borrower under the provisions of this Loan Asreement. "S&P" means Standard & Poor's Corporation, a corporation orsanized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities ratin~ a~ency, "S&.P" shall be deemed to refer to any other nationally recognized securin'es rating al~ency desi~lated by the Council, with the approval of the Bond Insurer, by notice to the Trustee. "Special Record Date" means the date established pursuant to Section 10.05 of the Indenture as a record date for the payment of dehulted interest, if any, on the Bonds. "State" means the State of Florida. "Supplemental Indenture" means any indenture hereafter duly authorized and entered into between the Council and the Trustee, supplementing, modifying or amendin$ the Indenture, but only if and to the extent thai such Supplemental Indenture is specifically authorized in the Indenture. "Trust Estate" means the property, rights, Revenues and other assets pledged and assigned to the Trustee pursuant to the Granting Clauses of the Indenture. "Trustee" means Trustee, or any successor thereto under the Indenture. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL SECTION 2.01. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Borrower and the Council represent, warrant and covenant on the date hereof for the benefit of the Tmsten, the Borrower, the Bond Insurer and Bondholders, as applicable, as follows: (a) ORGANIZATION AND AUTHORITY. The Borrower: (1) is a duly organized and validly existing municipality of the State and is a duly organized and validly existing Borrower; and (2) has aH requisite power and authority to own and operate its properties and to carry on its activ/fies ns now conducted and as presently proposed to be conducted. (b) FULL DISCLOSURE. There is no fact that the Borrower knows of which has not been specifically disclosed in writing to the Council and the Bond Insurer that materially and adversely affects or, except for pendln~ or proposed le~'*i~on or re~,!~ons that are a matter of general public information affecfi~ Borrowers generally, that will materially affect adversely the properties, activities, prospects or condition (financial or othen~ise) of the Borrower or the ability of the Borrower to perform its Obligations under this Agreement. The financial sl~tenents, including balance sheets, and any other written statement furnished by the Borrower to the Council and the Bond Insurer do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or here/n not ~,l,,di~ There is no fact known to the Borrower which the Borrower has not disclosed to the Council and the Bond Insurer in writing which materially affects adversely or is likely to materially affect ~ the fmanc/al condition ofthe Borrower, or its ability to make the payments under this Agreement when and as the same become due and payable. (c) PENDING LITIGATION. To the knowledge of the Borrower there are no proceedings pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower, except as specifically described in writing to the Council and the Bond Insurer, in any court or before any governmental authority or arb?uagon board or tribunal that, if adver~iy determined, would materially and adversely a/~ct the properties, prospects or condition (fuumcial or othenadse) of the Borrower, or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Agrecmant. 10 (d) BORROWING LEGAL AND AUTHORIZF~I'). The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and compliance by the Borrower with the provisions of this Asreement: (1) are within the powers of the Borrower and have been duly and effectively authorized by all necessary action on the pan of the Borrower; and (2) do not and will not (i) conflict with or result in any material breach of any of the terms, conditions or provisions oi~ or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower pursuant to any indenture, loan agreement or other agreeme~ or ~ (otlm' than this Agreement) or restriction to which the Borrower is a party or by which the Borrower, its properties or operations are bound as of the date of this Agreement or (ii) with the giving of notice or the passage of time or both, constitute a breach or default or so result in the creation or imposition of any lien, charge or encumbrance, which breach, default, lien, charge or encumbrance (described in (i) or (ii)) could materially and adversely affect the validity or the enforceability of this Agreement or the Borrower's ability to perform fully its obligations under this Agreement; nor does such action result in any yiolation ofthe provisions of the Act, or any laws, ordinances, governmental rules or regulations or court orders to which the Borrower, its properties or operations may be bound. (e) NO DEFAULTS. No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Agreement and/or the passage of time or giving of notice or both, would consiihite an Event of Default. The Borrower is not in violation in any material respect, end has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to, and have been in writing speciiically consented to by the Council and the Bond Insurer and (ii) do not, and shall not, have any material adverse effect un the transactions herein contemplated and the compliance by the Borrower with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound, which may materially adversely affect the ability oftbe Borrower to perform hereunder. (0 GO--AL CONSENT. The Borrower has obtained, or will obtain, all permits, approvals and findings of non-reviewability required as of the date hereof by any governmemal body or officer for the acquisition and/or installation of the Project, including construction and renovation work, the financing or refmancin& thereof or the reimbursement of the Borrower therefor, or the use of such Project, and, prior to the Loan, the Borrower will obtain all other such permits, approvals and findings as may be necessavj for the foregoing and for such Loan and the proper application thereof; the Borrower has complied with or will comply with all applicable provisions of law requiring any notiticstion, declaration, filing or r~iahstion with any agency or other governmental body or officer in connection with the acqui.~'on or installation of the Project, includin~ construction and renovation . work necessary for such installation, financing or refinancing thereof or reimbursement of the Borrower therefor, and any such action, construction, installation, financing, refinancing or reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or 11 conflict with, the terms of any such agency or other governmental consent, order or other action which is applicable thereto. No further consent, approval or author~,*~ion of, or filin~, registration or qualification with, any governmental authority is required on the part of the Borrower as a condition to the execution and delive~j of this Loan Asreement, or to amounts becoming outstanding hereunder. (g) COMPLIANCE WrrH LAW. The Borrower is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and which are material to its properties, operations, finances or status as a municipal corporation or subdivision of the State. (h) USE OF PROC~I'~S. (1) The Borrower will apply the proceeds oftbe Loam from the Council solely for the financing for the cost ofthe Projects as set forth in Exhibit A hereto. If any Projec~ listed in Exhibit A is not paid for out of the proceeds of the Loan et the Closing of the Loan, Borrower shall, as quickly as reasonably potable, with due diligence, and in any event prior to ,200_~ use the remainder oftbe amounts listed in Exhibit A and any inv~tment earnings thereon to pay the cost of the Project, provided that, such time limit may be extended by the written consent of the Council and the Trustee, and provided furtber that Borrower may amend Exhibit A without the consent of the Council or the Tru~ to provide for the financing of a different or additional Project if Borrower, after the date hereof, deems it to not be in the interest of Borrower to acquire or construct any item of such Project or the cost of the Project proves to be less than the amounts listed on Exhib~ A and the invesm~ earnings thereon. No~hstandin8 the foregoing all tach proceeds shall be expended prior to ,200_, Borrower will provide the Tmsten and the Council with evidence of the expen~ oftbe remaining amounts of the Loan and the investment earnings thereon and the r~ date(s) thereof as soon as practicable following the expenditure of ail such amounts on costs of the Project. (2) Items of cost of the Project which may be financed include aH reasonable or necessary direct or indirect costs of or incidental to the acquisition, construction or installation of the Project, including operational expenses during this construction period which would qualify for capitsll;i;;on under generally accepted accounting principles, the inddantal costs of placing the same in use and financin~ expenses (including the application or origination fees, if any, of the Bond Insurer and the Council), but not oper~ expenses. (3) Borrower understands that the actual Loan proceeds received by it are less than the face amount of the Loan Asreement in an amount equal to a discount equal to % of the stated principal amount of the Loa~ The amount of Loan proceeds received by Borrower will thus be smaller than the principal amount of the Loan. Borrower will accordingly be responsible for repaying, through the Basic Payments portion of its Loan Repayments, the portion of the Bonds issued to fumi its Loan and Borrower's Proportionate Share of the Bonds issued to fund that portion of the underwriting discount and other costs of issuing the Bonds. 12 (4) The Borrower covenants that it will make no use of the proceeds of the Bonds which are in its control at any time duringthe termof the Bonds which would cause such Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code. (5) The Borrower, by the Tmstee's acceptance of the Indenture, covenants that the Borrower shall neither take any action nor fail to take any action and to the extent that it may do so, permit any other party to take any action which, if either taken or not taken, would adversely affect the exclusion fi'om gross income for Federal income tax purposes of interest on the Bonds. (i) PROJECT. Ail items constituting the Project are as such term is defined in the Act. (j) COMPLIANCE WITH INTERLOCAL ACT AND INTERLOCAL AGREEMENT. All agreements and transactions provided for herein or contemplated hereby are in full compliance with the terms of the Interlocal Agreement and the Interlocal Act. SECTION 2.02. COVENANTS OF BORROWER_ The Borrower makes the following covenants and representations as of the date first above wd/./.en and such covenants shall continue in full force and effect during the Loan Term: (a) SECURITY FOR LOAN REPAYMENT. Subject to the provisions of Section 2.02(1) hereof, the Borrower covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pay when due under this Loan Agreement as promptly as money becomes available directly into the appropl~te Fund or Account crewed in the Indenture, amounts of Non-Ad Valorem Revenues of the Borrower suliident to satisfy the Loan Repayment as required under this Loan Agreement. Such covenant is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereimuffer entered into. Such covenant and agreement on the part oftha Bon'ow~ to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all required Loan Repayments, including delinquent Loan Repayments, shall have been budgeted, appropriated and actually paid into the appropriate Fund or Account. The Borrower further acknowledges and agrees that the Indenture shall be deemed to be entered into for the benefit of the Holders of any of the Bonds and that the obli?iom of the Borrower to include the amount of any deficiency in Loan Repayments in each of its aramal budgets ~d to lmy such deficiencies from Non-Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein and in the Indenture. Notwithstanding the foregoing or any provision of this Loen Agreement to the contrary, the Borrower does not covenant to maintain any services or programs now maintained by the Governmental Unit which generate Non-Ad Valorem Revenues. Co) DI~I.WERY OF INFORMATION TO THE BOND INSURER. Borrower shall deliver to the Bond Insurer and the Council as soon as available and in any event within 180 days after the end of ~mh F~al Year an audited st~emem of its fimncial position as of the end of such Fiscal Year and the r~l,t,,~t statem~ts of revenues and expenses, fund b~mces and changes in fund balances for 13 such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by an independent certified public accountant, whose report shall state that such financial statements present fairly Borrower's fuutnc'utl position as of the end of such Fiscal Year and the results of operations and changes in financial position for such Fiscal Year. Within 75 days of the close of each ILscei quarter, Borrower shall file copies of its unaudited financial statements with the Council or the Bond Insurer, if so requested by the Council or the Bond Insurer, respectively. (c) INFORMATION. Borrower's chief6nnr~cial officer sbnll, at the reasonable request of the Bond Insurer, discuss Borrower's financial matters with the Bond Insurer or their respective designee and provide the Bond Insurer with copies of any documents reasonably requested by the Bond Insurer or its designee unless such documents or material are protected or privileged fi.om disclosure under applicable Florida law. (d) INDEMNITY. To the extent pramitted by law, the Borrower will pay, and will protect, indenvify and save, the Council, each member, officer, commissioner, employee and agent of any of the Counc'd, harmless fi.om and against, any and all liabilities, losses, damages, costs and expenses (in¢iudin8 reasonable attorneys' fees), suits, claims and judgments of Whatsoever kind and nature (including those in ally manlier directly or indirectly arising or resultin~ fi.om, out of, or in connection with, any injury to, or death of; any person or any damage to property-resulting fi.om the use or operation of the Project), whether arising directly or indirectly (in any case, whether or not by way oftha Borrower, its successors and assigns, agents, coi£uaCtors, employees, licensees or otherwise of the Borrower or resulting fi.om, out ot~ or in connection with, the Project, this Loan Agreement as a result of the breach or violation of any agreement, covenant, representations or warranty by the Borrower set forth in this Loan Agreement or any document delivered in connection herewith or ther~vi~ but not incltl~lin~ an action arising ~om the a aged inv dity of the Bonds, except to the extent that such invalidity is caused by an act or omission of the Borrower or is caused by the invalidity of this Loan Agreement. The Council shall also use co-n._~el reasonably acceptable to the Borrower in carrying out its obligations under this paragraph, except as a result of the breach or violation of any agreement, covenant, representations or warranty by the Borrower set forth in this Loan Agreement or any document delivered pursuant hereto or thereto. The Council shall give to the Borrower prompt notice of any such suits or claims. The foregoing notwithstanding, nothing herein contained shall be con.m'ued and ne/ther the Tm.~e, the Coundl, the Bond Insurer, the State or the Bondholders shall have the right to compel the exerdse ofth~ tax/ng power of the Borrower in any form for the payment by the Borrower of its obligations, if any, hereunder. The provisions of this paral~'aph (d) shah survive the termi~nstion of this Loan A~'eement. (e) SPECIAL COVENANTS AND FINANCIAL RATIOS. The Borrower covenants that in each Fiscal Year of the Borrower, it will not issue non-serf-supporting revenue debt if after the issuance of such debt, maximum annual debt service resultin~ fi.om the total outstanding non-self-supporth~ revenue debt service of the Borrower exceeds $0% of total general purpose 14 Non-Ad Valorem Revenues of the Borrower received in the iramediately preceding Fiscal Year of the Borrower. As used above, the term "no~.~+'-.s~pporting revenue debt" shall not include any debt payable fi.om revenues of a utility system. The Borrower covenants not to incur any indebtedness payable fi.om non ad valorem revenue sources unless (a) it has received the written consent of the Bond Insurer (which consent shall not be unreasonably withheld) or fo)(i) the gross non=ad valorem revenues (all legally available non=ed valorem revenues of the Borrower from whatever source including inve~uent income) of the Borrower for the preceding Fiscal Year were at least 2.00 times average an~AI debt service of all indebtedness of the Borrower payable fi'om such sources, lind (ii) the net available non-ad valorem revenues of the Borrower for the preceding Fiscal Year were.at least 1.10 times average ammal debt service of an indebtedness payable fi.om such sources. As used above the term "net available non-ad valorem revenues" shah mean "gross non-ad valorem revenues" as defined above minus cost ofoparation end maintenance of the Borrower (minus, however, eny such costs paid fi.om ad valorem taxes plus legally available unencumbered fund bn~n"ces). For the purpose of calculating average annual debt service on any indebtedness which bears interest at a variable rate, such indebtedness shah be deemed to bear interest at the greater of (i) !.25 times the most recently published Bond Buyer Revenue Bond 30 Year Index or (ii) 1.25 times actual average interest rate during the prior F'~ai Year of such Borrower. Each Borrower shall give written notice to the Bond Insurer upon the occurrence of any such indebtedness. Furthermore, the Borrower covenants that on the date of execution of this A~eement, its general fund equity, based upon the most recent audited financial statements, equals at least five percent (5%) of general fund expenditures for the year reflected in said audited financial statements. (0 FURTHER ASSURANCE. The Borrower shall execute end deliver to the Trustee all such doccunents and instrutnents and do an such other acts end things as may be reesonably necessary to enable the Trustee to exercise and enforce its fights under this Loan Agreement end to realize thereon, and record and file and re-record and re-file all such ~ end instruments, at such time or times, in such manner and at such place or places, all as may be reasonably necessary or required by the Trustee to validate, preserve end protect the position of the Trustee under this Loan Agreement. (g) IClm~PlNG OF RECORDS AND BOOKS OF ACCOUNT. The Borrower shall keep or cause to be kept proper records end books of account, in which correct and complete entries will be made in accordance with generally accepted accounting principles, consistently applied (except for chax~es concurred in by the Borrower's independent auditors) reflectin~ ail of its financial transactions. (h) PAYMENT OF TAXES, ETC. The Borrower shall pay all legally contracted obligations when due and shall pay all taxes, assessments end governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims, which, if unpaid, might become a lien or charge upon any of its properties, provided that it shall not be required to pay any such tax, assessment, charge, levy or chtim which is being contested in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. 15 (i) COMPLIANCE WITH LAWS, ETC. Subject to an annual appropriation of legally available funds, the Borrower shall comply with the requirements of all applicable laws, the terms of all grants, rules, regulations and lawful orders of any governmental authority, non-compliance with which would, singly or in the aggregate, materially adversely affect its business, properties, earnings, prospects or credit, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. (.j) TAX-EXEMPT STATUS OF BONDS. The Council and the Borrower understand that it is the intention hereof that the interest on the Bonds not be included within the gross income of the holders thereof for federal income tax purposes. In furtherance thereot~ the Borrower and the Council each agree that they will take all action within its control which is necessary in order for the interest on the Bonds or this Loan to t~main excluded from ~ross income for federal income taxation purposes and shall refrain from taking any action which results in such interest becomin8 included in gross income. The Borrower md the Counc/further covenant that, to the extent they have control over the proceeds of the Bonds, they will not take any action or fail to take any action with respect to the investment of the proceeds of any Bonds, with respect to the payments derived from the Bonds or hereunder or with respect to the lxn'chase of other Council obligations, whieh action or failure to act may ~-~,~ the Bonds to be "Atbitraga Bonds" within the meaning of such term as used in Section 148 oftbe Code and the regulations promulgated thereunder. In furtherance of the covenant contained in the preced/~ sente~e, the Borrower and the Council agree to comply with the Tax Certificate as to Arbitrage and the provisions of Seetion 141 through 150 of the Internal Revenue Code of 1986, as amended, including the letter of instruction attached thereto as Exhibit D, delivered by Bryant, Miller and Olive, P.A. to the Borrower and the Council simultaneously with the issuance of the Bonds, as tach letter may be amended from time to time, as a source of guidelines for achieving compliance with the Code. (k) INFORMATION REPORTS. The Borrower covenants to provide the Council with aH material and infommion it possesses or has the ability to possess necessary to enable the Council to file aH repons required under Section 149(e) of the Code to assure that interest paid by the Council on the Bonds shall, for purposes of the federal income tax, be excluded from ~ross income. (I) LIMITED OBLIGATIONS. Anything in this Loan Agreement to the contrary notwit~ it is understood and agreed that aH obligations of the Borrower hereunder shall be payable only iron Non-Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothin~ herein shall be d___,~ned to pledge ed valorem taxation revenues or to permit or constitute a mort~oe or lien upon any assets owned by the Borrower and no Bondholder or any other person, including the Council, the Trustee or the Bond Insurer, may compel the levy of ed vaiorem taxes on real or peraomd prope~ within the boundaries of the Borrower. The obligations hereunder do not constitute an indebtedness of the Borrower within the meaning of any constitutional, statutory or charter provision or limitation, and neither the Trustee, the Council, the Bond Insurer, or the Bondholders or any other person shall have the right to compel the exercise of the ed valorem taxing 16 power of the Borrower or taxation of any real or personal property therein for the payment by the Borrower of its obligations hereunder. Except to the extent expressly set forth in this Loan Agreement, this Loan Agreement and the obligations of the Borrower hereunder shah not be constxued as a limitation on the ability of the Borrower to pledge or covenant to pledge said revenues or any revenues or taxes of the Issuer for other le?!l¥ permissible purposes. Notwithstanding any provis/ons of this .a,~eement, the Indenture or the Bonds to the contrary, the Borrower shall never be obligated to mnintain or continue any of the activities of the Borrower which generate user service charges, regulatory fees or any Non-Ad Valorem Revenues. Neither this Loan A~'eement nor the obi~ons ofthe Borrower hereunder shall be construed as a pledge of or a lien on all or any legally available Nun-Ad Valorem Revenues of the Borrower, but shnll be payable solely as provided in Section 2.02(a) hereof and is subject in nil respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and pro.ams which are for essential public purposes affecting the health, we. flare and safet~ of the inhabitants of the Borrower expressly limited to the Loan Payments and the Borrower shah have no joint liability with any other Borrower or the Council for any of the/r respective liabilities, except to the extent expressly provided hereunder. The Council and the Borrower understand that the amounts available to be budgeted and appropriated to make Loan Payments hereunder is subject to the obligation of the Borrower to pwvide essential services; however, such obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. (m) REPORTING REQUIREMENTS. (i) The Borrower will file or cause to be filed with the Bond Insurer and with the Council any ot~cial sts~ement issued by, or on behalf of, the Borrower in connection with the incurrence of any additional indebtedness by the Borrower. Such oflicisi statements shall be ~ed within six~ (60) days after the publication thereof. (ii) The Borrower agrees to provide not later than December 31 of each year, a certificate of its Chief Financial Ot~cer stating that to the best of its knowledge to the effect that the Borrower is in compliance with the terms and conditions of this Loan Agreement, or, specif~ the natur~ of any noncompliance and the remedial action taken or proposed to be taken to cure such noncompliance. (iii) The Borrower will file or cause to be filed with the Council its audited financial statements within sixty (60) days after publication thereof. 17 ARTICLE III TH~ LOAN SECTION 3.01. THE LOAN. The Council hereby asrees to loan to the Borrower and the Borrower hereby a~ees to borrow from the Council the sum of $ which amount includes a discount equal to % of the principal amount of such Loan to reflect the Borrower's share of the cost of the initial issuance of the Bonds (including original issue discoont~ if any) subject to the terms and conditions contained in this Loan Asreemeut and in the Indenture to the extent such amount is (i) approved by the Council and (ii) approved in wgitla8 by the Bond Insurer and to the extent such amount (but not inciudin8 the discount amount) is determined by the Trustee in its sole discretion to be available in the Project Loan Fund (established pur~sn~ to Article IV of the Indenture) for such purpose, such advanced amounts to be used by the Borrower for the purposes of financing or refinancing the cost ot~ or receivin8 reimbursemant for the equity in, the Projects in accordance with the provisions of this Loan Agreement. SECTION 3.02. EVIDENCE OF LOAN. The Borrower's obligation hereunder to repay amounts advanced pursuant to Section 3.01, together with interest thereon, and other payments required under this Loan Asreement, shall be evidenced by this Loan Asreement. 18 ARTICI.~. IV LOAN TERM AND LOAN CLOSING REQUIREIvIENTS SECTION 4.01. COMMENCEMENT OF LOAN TERM The Borroweffs obligations under this Loan Agreement shall commence on the date hereof unless otherwise provided in this Loan Agreement. SECTION 4.02. TERMINA~ON OF LOAN TERM_ The Borrow~s obligations under this Loan Agreemer~ shall terminate aider payment in full of all amounts due under this Loan Agreement and all amounts not flm'etofore paid shall be due and payable a~ the times and in the amounts set forth in Exhibit D attached hereto; provided, however, that all covenants and all obligations provided hereunder specified to so survive (including the obligation of the Borrower to pay its Propoctionate Share of the rebate obligations oftbe Council owed on the Bonds and agreed to by the Borrowers pursuant to Section 5.03COX7) hereo0 shall survive the termination of this Loan Agreement and the payment in fuli of principal and interest hereunder. Upon termination of the Loan Term as provided above, the Council and the Trustee shall deliver, or cause to be delivered, to the Borrower an acknowledgment thereof. SECTION 4.03. LOAN CLOSING SUBMISSIONS. Concurrently with the execution and delivery of this Loan Agreement, the Borrower is providing to the Trustee the following documents each dated the date of such execution and delivery unless otherwise provided below: (a) Certified resolutions of the Borrower substantially in the form of Eyakibit B attached hereto; (b) An opinion of the Borrower's Counsel in the form of Exhibit C attached hereto to the effect th~ the Loan Agreem~ is a valid and binding obligation oftbe Borrower and opining to such other matters as may be reasonably required by Bond Counsel and the Bond Insurer, (c) A certificate of the officials of the Borrower who si~n this Loan Agreement to the effect that the representations and warranties of the Borrower are true and correct; (d) A certificate of covenant compliance required by Section 2.02(e) hereof. (e) A certificate signed by the Authorized Representative of the Borrower, in form and substance .~i~,,~tory to Bond Counsel, stating (i) the estimated dates and the amounts of projected expenditures for the Project and (ii) that it is reasonably anticipated by the Borrower that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to ,200_, and th~ the projected expenditures are based on the reasonable expectations of the Borrower having due regard for its capital needs and the revenues available for the repayment thereof. 19 (f) This ~x~euted Loan Agreement; (g) An opinion (addressed to the Council, the Trustee, the Bond Insurer and the Borrower) of Bond Counsel to the effect that such financing, refinancing or reimbursement with Loan proceeds is permitted under the Act, the lndeiature and the resolution authorizing this Loan Agreement and will not cause the interest on the Bonds to be included in gross income for purposes of federal income taxation or adversely affect the validity, due authorization for or legality of the Bonds; and (h) Such other certificates, documents, opinions and information as the Council, the Bond Insurer, the Trustee or Bond Counsel may require. All opinions and certificates shall be dated the date of the Closing. 2O ARTICLE V LOAN REPAYMENTS SECTION 5.01. PAYMENT OF BASIC PAYMENTS. Borrower shall pay to the order of the Council aH Loan Repayments in lawful money of the United States of America to the Trustee. No such Loan Repayment shall be in an amount such that interest on the Loan is in excess of the maximum rate allowed by the laws of the State of Florida or of the United States of America. The Loan shah be repaid in Basic Payments, consisting of.' (a) principal in the amounts and on the dates set forth in Exhibit D; plus Co) interest calculated at the rates set forth in Exhibit D; On the fifteenth (15th) day of the month immediately preceding each Interest Payment Date, the Trustee shall give Borrower notice in writing of the total amount of the next Basic Payment due. The Basic Payments shall be due on each 20 and 20 or if such day is not a Business Day, the next preceding Business Day (a "Loan Repayment Date"), commencing 20, 1998, and extending through 20, 20._, unless the due date of the Basic Payments is accelerated pursuant to the terms of Section 8.03 hereof. SECTION 5.02. PAYMENT OF SURETY BOND COSTS. The Borrower recognizes that the Florida Municipal Insurance Trust has provided to the Council the Surety Bond. [address repayment/documentation issues,] SECTION 5.03. PAYMENT OF ADDITIONAL PAYMENTS. In addition to Basic Payments, Borrower a~ress to pay on demand of the Council or the Trustee, the following Additional Payments: (a) Borrowers Proportionate Share oK the anmml fees oftbe Trustee; fees of the Registrar and Paying Agent; the annual fees or expenses of the Council, if any, including the fees of any provider of arbitrage rebate calculations together with any arbitrage rebate due; the Bond Insurance Premium, if any, of the Bond Insurer; and the fees of the rating a~encies. (b) All reasonable fees and expenses of the Council or Trustee relating to this Loan Asreement, including, but not limited to: (l) the cost of reproducing this Loan Agreement; (2) the reasonable fees and disbursements of Counsel otili,ed by the Council, the Trustee and the Bond Insurer in connection with the Loan, this Loan Asrenment and the enforcement thereof, 21 (3) reasonable extraordinary fees of the Trustee following an Event of Defauh hereunder; (4) all other reasonable out-of-pocket expenses of the Trustee and the Council in connection with the Loan, this Loan Agreement and the enforcement thereof; (S) all taxes (including any recording and filing fees) in connection with the execution and delivery of this Loan Agreement and the pledge and assignment of the Council's fight, title and interest in and to the Loan and the Loan Agreement, pursuant to the Indenture (and with the exceptions noted therein), and all expenses, including reasonable attorneys' fees. relating to any amendments, waivers, consents or collection or enforcement proceedings pursuant to the provisions hereof; (6) ail reaSOnable fees and expenses of the Bond Insurer relating directly to the Loan; and (7) the Borrowers Proportionate Share of any amounts oWed to the United States of America as rebate obligations on the Bonds, which obligation shall survive the termination of this SECTION 5.04. CREDIT FOR INTEREST EARNINGS AND EXCESS PAYMENTS. (a) On each Interest Payment Date the Trustee shall credit against Borrow~s obligation to pay Loan into'est and Additional Paymer~s, Bcrmw~s Proportionate Share of any interest earnings which were received during the prior Interest Period by the Trustee on the Funds and Accounts held under the Indenture. Notwith~ the foregoing, amounts on deposit in each account in the Debt Service Reserve Fund, and eamin~ thereon, shall be credited only to the Borrower for which such (b) The credits provided for in (a) shall not be given to the extent the Borrower is in defam't in payment of its Loan Repayments. ffpast-due Loan Repayments are later collected from such defaulting Borrower, the amount of the missed credit shall, to the extent of the amount collected, be credited in proportion to the amount of credit missed, to the now non-defaulting Borrower from the past-due Loan Repayments. (c) The credits may be accum,,b,ed. If the credit allowable for an Interest Period is more than required on the next ensuing Interest Payment Date to satisfy the current Loan interest repayment, it may be used on the following Interest Payment Date. SECTION 5.05. OBLIGATIONS OF BORROWER UNCONDITIONAL. Subject in all respects to the provisions of this Loan A~reemen~ including but not limited to Section 2.02(a) and (1) hereof, the obligations of Borrower to make the Loan Payments required hereunder and to · perform and observe the other agreements on its pan contained herein, shah be absolute and unconditional, and shall not be abated, rebated, set-off; reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever, while any Bonds remain outstanding or any Loan Repayments remain unpaid, regardless of any contingency, act of God, evmt or cause whatsoever. This Loan Agreement shall be deemed and construed to be a "net cot&act," and Borrower shall pay absolutely net the Loan Repayments and all other payments required hereunder, regardless of any rights of set=off; recoupment, abatement or counterclaim that Borrower might otherwise have a~dn,st the Council, the Trustee, the Bond Insurer or any other party or parties. SECTION 5.06. REFUNDING BONDS. In the event the Bonds are refunded, all references in this Loan A~"ement to Bonds shall be deemed to refer to the refunding bonds or, in the case of a crossover refundi~ to the Bonds and the relhnrlln~o bonds (but Borrower shall never be responsible for any debt sendce on or fees relating to crossover refunding bonds which are covered by earnings on the escrow fund established from the proceeds of such bonds). The Council agrees not to issue bonds or other debt obligations to ~eund the Bonds without the prior written consent of the Authorized Representative of the Borrower. SECTION 5.07. PREPAYMENT. The Loan may be prepaid in whole or in pan by the Borrower on the dates and in the amounts on which the Bonds are subject to optional redemption pursuant to Section 3.01 of the Indenture, if any. 23 ARTICLE VI This Loan Agreement shall continue to be obligatory and binding upon the Borrower in the performance of the obligations imposed by this Loan Agreement and the repayment of all sums due by the Borrower under this Loan Agreement shall continue to be secured by this Loan Agreement as provided herein until all of the indebtedness and ali of the payments required to be made by the Borrower shall be fully paid to the Council or the Trustee. Provided, however, if, at any time, the Borrower shall have paid, or shall have made provision for payment of~ the principal amount of the Loan, interest thereon and redemption premiums, if any, with respe,zt to the Bonds, then, and in that event, the pledge of and lien on the revenues pledged to the Council for the benefit of the holders of the Bonds shall be no longer in effect and all future obligations of the Borrower under this Loan Agreement shall cease. For purposes of the preceding sentence, deposit of sufficient cash and/or Governmental Obli?fions in irrevocable m~st with a banking ir~ba~ion or trust company, for the sole benefit of the Council in respect to which such Governmental Obligations, the principal and interest received will ha sufficient to make timely paym~t oftha princip~ inter~t and redemption premiums, if any, on the Outstanding Bonds, shall be considered "provision for payment." Nothing herein shall be deemed to require the Council to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Council in determining whether to exercise any such option for early redemption. ffthe Borrower shall make advance payments to the Council in an amount sufficient to retire the Loan of the Borrower, including redemption premium and accrued interest to the next succeeding redemption date of the Bors. all future obligations of the Borrower under this Loan Agreement shall cease, except as provided in Section 4.02 hereof. 24 ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. ASSIGNMENT BY COUNCIL. The Borrower expressly acknowledges that this Loan A~'cement and the obligations of the Borrower to make payments hereunder (with the exception of certain of the Council rights to indemni/ication, feez, notices and expenses), have been pledged and assigned to the Trustee as seeurit~ for the Bonds under the Indenture, and that the Trustee shall be entitled to act hereunder and thereunder in the place and stead of the Council whether or not the Bonds are in default. SECTION 7.02. ASSIGNMENT BY BOP, ROWEK This Loan Agreement may not be assigned by the Borrower for any reason without the express prior written consent of the Council, the Bond Insurer and the Trustee. SECTION 7.03. PAYMENTS BY THE BOND INSUREK The Borrower acknowledges that payment under this Loan Agreement from funds received by the Trustee or Bondholders from the Bond Insurer do not cor~iate payment under this Loan Agreement for the purposes hereof or ful6llment of its obligations hereunder. 25 ARTICLE VIII EVENTS OF DEFAULT AND R.EM~rHES SECTION 8.01. EVENTS OF DEFAULT DEFINED. The following shall be "Events of Default" under this Loan Agreement and the t~su~ "Event of Default# and "Default" shall mean (except where the context clearly indicates otherwise), whenever they are used in this Loan Agreement, any one or more of the following events: (a) Failure by the Borrower to timely pay any Loan Repayment, when due, so long as the Bonds are outstanding, and failure by the Borrower to timely pay any other payment required to be paid hereunder on the date on which it is due and payable; (b) Failure by the Borrower to observe and perform any covenant, condition or agreement other than a failure under (a), on its part to be observed or performed under this Loan Agreement, for a period of thirty (30) days after notice of the failure, unless the Council, the Bond Insurer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Council, the Bond Insurer or the Trustee, but cannot be cured within the applicable 30-day period, the Council, the Bond Insurer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Borrower within the applicable period and diligently pursued until the failure is corrected; (c) Any warranty, representation or other smement by the Borrower or by an officer or agent of the Borrower contained in this Loan Asreement or in any instrmnent furnished in compliance with or in reference to this Loan Agreement, is false or misleading in any material respect when made; (d) A l~tltlon is filed against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days of such filing; (e) The Borrower files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or herea~er in effect, or consents to the filing of any petition against it under such law; (0 The Borrower admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts es such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without . limitation a receiver, liquidator or trustee) of the Borrower or any of its property is appointed by court order or takes possession thereof and such order remnins in effect or such possession continues for more than 60 days; 26 (g) Default under any agreement to which Borrower is a party evidencing, securing or otherwise respecting any indebtedness of the Borrower outstanding in the amount of $100,000 or more it~ as a result thereoi~ such indebtedness may be declared immediately due and payable or other remedies may be exercised with respect thereto; (h) Any material provision of this Loan Asreement shall at any time for any reason cease to be valid and binding on Borrower, or shall be declared to be null and void, or the validity or enforceability of this Loan Agreement shah be contested by Borrower or any governmental agency or anthority, or if Borrower shall deny any further liability or obligation under this Loan Asreement; or (i) Final judgment for the payment.of money in the amount of $250,000 or more is rendered against Borrower and at. any time ai~er 90 days from the entry thereot~ unless otherwise provided in the final judgment, (i) such judgment shah not have been discharged, or (ii) Borrower shall not have taken and be diligently prosecuting an appeal therefrom or from the order, decree or process upon which or pursuant to which such judgment shah have been ~ranted or entered, and have caused the execution of or levy under such judgment, order, decree or process of the enforcement thereof to have been stayed pending determination of such appeal, provided that such execution and levy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) Borrower is not obligated with respect to such judgment pursuant to the provisions of Chapter 768, Florida Statutes. SECTION 8.02. NOTICE OF DEFAULT. The Borrower agrees to give the Trustee, the Bond Insurer and the Council prompt written notice if any petition, assifnment, appointment or possession referred to in Section 8.01(d), 8.01(e) and 8.01(0 is filed by or against the Borrower or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the pn~ge of time or the giving of notice would constitute an Event of Default, immediately upon becoming aware of the existence therenf. SECTION 8.03. REIVlEDIES ON DEFAULT. Whenever any Event of Default referred to in Section 8.01 hereof shaH have happened end be continuing the Council orthe Trustee shall with the written consent of the Bond Insurer or upon the direction oftbe Bond Insurer, in addition to any other remedies herein or by law provided, have the right, at its or their option without any further demand or notice, to take such steps and exercise such remedies as provided in Section 9.02 of the Indenture, and, without limitation, one or more of the following: (a) Declare all Loan Payments, in an amount equal to 100% of the principal amount thereof plus ail accrued interest thereon to the date on which such Loan Repayments shall be used to redeem Bonds pursuant to Section 3.02 of the Indenture and aH other amounts due hereunder, to be inm~ intely due and payable, and upon notice to the Borrower the same shah become immediately due and payable by the Borrower without further notice or demand. 27 (b) Take whatever other action at law or in equity which may appear necessary or desirable to collect amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder. SECTION 8.04. [THIS SECTION RESERVED]. SECTION 8.05. NO REM~.I')Y EXCLUSIVE; WAIVER, NOTICE. No remedy herein conferred upon or reserved to the Council or the Trustee is intended to be exclusive and every such remedy shall be cumulative nrta shall be in addition to every other remedy ~iven under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any fight, remedy or power shall be consuued to be a waiver thereof, but any such fight, remedy or power may be exercised from lime to time and as oran as may be deemed expedient. In order to entitle the Council or the Trustee to exercise any remedy reserved to it in thi.~ Article vm; it shall not be necessary to give any notice other than such notice as may be required in this Article VIII. SECTION 8.06. APPLICATION OF MONEYS. Any moneys collected by the Council or the Trustee pursuant to Section 8.03 hereof shall be applied (a) first, topay any attorney's fees or other expenses owed by Borrower pursuant to Section 5.03(bX3 ) and (4) hereof, (b) second, to pay interest due on the Loan, (c) third, to pay principal due on the Loan, (d)-fourtlL to pay any other amounts due hereunder, and (e) fiRh, to pay interest and principal on the Loan and other amounts payable hereunder but which ate not due, as they become due (in the same order, as to amounts which come due simultaneously, as in (a) through (d) in this Section 8.06). 28 AKTICLEIX MISCF~L~ ANEOUS SECTION 9.01. NOTICES. Ail notices, certificates or other communication hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the parties at the following addresses: Council: FlofidaMunicip~LoanCoun~il ~o FlofidaLeague of Cifies 301BronoughS~eet Tallahas~,Flofida32301 Trustee, Payin~ A~ent and Registrar: Bond Insurer: Borrower: with a copy to: Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shah be sem. SECTION 9.02. BINDING EFFECT. This Loan Agreement shall inure to the benefit of and shall be binding upon the Council and the Borrower and their respective successors and assigns. SECTION 9.03. SEVERABII.ITY. In the event any provision of the Loan Agreement shah be held.invalid or unenforceable by any court of competeot jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 29 SECTION 9.04. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan Agreement may be amended by the Council and the Borrower as provided in the Indenture; provided, however, that no such amendment shall be effective unless it shall have been consented to in writing by the Bond Insurer. SECTION 9.05. EXECUTION IN CO--ARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which, when so executed and delivered, shall be an original and all of which shah constitute but one and the same instrument. SECTION 9.06. APPLICABLE LAW. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 9.07. BENEFIT OF BONDHOLDERS; COMPLIANCE WITH INDENTURE. This Loan Agreement is executed in part to induce the purchase by others of the Bonds. Accordingly, all covenants, agreements and representations on the part of the Borrower and the Council, as set forth in this Loan A~reement, are hereby declared to be for the benefit of the holders from time to time of the Bonds. The Borrower covenants and nsrees to do aH things within its power in order to comply with and to enable the Council to comply with aH requirements and to fulfill and to enable the Council to fulfill aH covenants of the Indenture. SECTION 9.08. CONSENTS AND APPROVALS. Whenever the written consent or approval of the Council shall be requ/md under the provisions of this Loan Agreement, such consent or approval may be given by an Authorized Representative of the Council or such other additional persons provided by hw Or by rules, regulations or resolutions of the Council. SECTION 9.09. IMMUNITY OF OFFICERS, EMPLOYEES AND lVI~MBERS OF COUNCIL AND BORROWER. No recourse shall be had for the payment of the pfindpal of or premium or interest hereunder or for any claim based thereon or upon any representation, obligetion, covemnt or agreement in this Loan Agreement against any past, present or future of Rcer, member, counsel, employee, director or a~ent, as such, of the Council or the Borrower, either directly or througll the Council or the Borrower, or respectively, any successor public or private corporation thereto under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and aH such liability of any such officers, members, counsels, employees, directors or a~ents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Loan A~reement. SECTION 9.10. CAPTIONS. The captions or headinis in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of sections of this Loan Agreement. SECTION 9.11. NO PECUNIARY LIABILITY OF COUNCIL. No provision, covenant or a~reement contained in this Loan Asrenmen~ or any obli/tafion herein imposed upon the Council, or the breach thereof~ shall constitute an indebtedness or liability of the State or any political 3O subdivision or ro.nicipal corporation of the State or any public corporation or governmental agency existing under the laws th~eof other than the~ Council. In maldng the agreements, provisions and covenants set forth in this Loan Agreementl the cOUncil has not obligated itself except with respect to the application of the reven~, income and all other property as derived heref~om, as hereinabove provided. SECTION 9.12. PAYMENTS DUE ON HOLIDAYS. With the exception of Basic Payments, if the date for making any payment or the last date for performance of any act or the exerdse of any right, as provided in this Loan Agreement, shall be other than on a Business Day, such payments may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement. SECTION 9.13. CALCULATIONS. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. SECTION 9.14. TIIVIE OF PAYMENT. Any Loan Repayment or other payment hereunder which is received by the Trustee or Council after 2:00 p.m. (New York time) on any day shall be deemed received on the following Business Day. 31 IN WITNESS WHEREOF, the Florida Municipal Loan Council has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the City of , Florida, has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized ottlcers. All of the above occurred as of the date first above written. FLORIDA MUNICIPAL LOAN COUNCIl. ATTEST: By: Name: Title: Name: Title: (SEAL) CITY OF ,FLORIDA ATTESTED BY: By: Name: Title: By: Name: Title: Approved as to form and legality this day of ,1999. By: City Attorney 32 EXHIBIT A CITY OF , FLORIDA USE OF LOAN PROC~'3~S DESCRIPTION OF PROJECT TO BE ACQU'I~I::~I3 OR CONSTRUCTED TOTAL AMOUNT TO BE FINANCED A-I EXHIBIT B [CERTIF3~F~ RESOLUTIONS OF THE BORROWER] [See Document No. ] Bol EXHIBIT C OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] [Date of the Closing] C-! EXI-~BIT D DEBT SERVICE SC~-~ULE D~¢ Principal Amounts Interest Rate Total [TO COlVI~] EXHIBIT D FORM OF TRUST INDENTURE Exhibit D FLORIDA MUNICIPAL LOAN COUNCIL, Issuer and [Name of Trustee], Trustee TRUST INDENTURE $ Florida Municipal Loan Council Revenue Bonds, Series 199- Dated as of This instrument also constitutes a security agreement under the laws of the State of Florida. TABLE OF CONTENTS RECITALS GRANTING CLAUSES ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION SECTION 1.01. SECTION 1.02. Definitions . Rules of Interpretation . ARTICLE II SECTION 2.01. SECTION 2.02. SECTION 2.03. SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 2.08. SECTION 2.09. SECTION 2.10. SECTION 2.11. Authorization; Book-Entry System Maturity and Interest Rate Provisions Payment Provisions Registered Bond Payment-Conc~r~i~g' the Bond Insurance Payments in Advance of Scheduled Maturity Dates by the Bond Insurer Mutilated, Lost, Stolen or Destroyed Bonds; Bonds Not Delivered for Purchase Transfer and Exchange of Bonds Persons Treated as Owners Cancellation of Bonds Temporary Bonds Nonpresentment of Bonds Form of Bonds ARTICLE III REDEMPTION OF BONDS SECTION 3.01. SECTION 3.02. SECTION 3.03. SECTION 3.04. SECTION 3.05. SECTION 3.06. SECTION 3.07. Optional Redemption of the Bonds Mandatory Redemption of the Bonds Notice of Redemption Bonds Due and Payable on Redemption Date; Interest Ceases To Accrue Cancellation Partial Redemption of Bonds Selection of Bonds To Be Redeemed . Page 1 2 5 13 15 17 18 18 2O 20 20 21 21 22 22 23 23 24 25 25 25 26 i SECTION 4.01. SECTION 4.02. SECTION 4.03. SECTION 4.04. SECTION 4.05. SECTION 4.06. SECTION 4.07. SECTION 4.08. SECTION 4.09. SECTION 4.10. SECTION 5.01. SECTION 5.02. ARTICLE IV Source of Payment of Bonds Creation of Funds and Accounts Project Loan Fund Principal Fund Revenue Fund Cost of Issuance Fund Application of Bond Proceeds Moneys To Be Held in Trust Reports From Trustee Certain Verifications A~TICLE V PROJECT LOANS Terms and Conditions of Loans Loan Closing Submission SERVICING OF LOANS 27 27 27 28 28 29 29 30 3O 31 32 32 ARTICLE INVESTmeNT OF MONEYS ARTICLE VIII DISCHARGE OF INDENTURE ARTICLE IX DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS SECTION 9.01. SECTION 9.02. SECTION 9.03. Defaults; Events of Default Remedies; Rights of Bondholders Right of Bondholders t6 Direct 40 40 ii SECTION 9.04. SECTION 9.05. SECTION 9.06. SECTION 9.07. SECTION 9.08. SECTION 9.09. SECTION 9.10. SECTION 9.11. Proceedings Appointment of Receivers Application of Moneys Remedies Vested in Trustee Rights and Remedies of Bondholders Tez~nination of Proceedings Waivers of Events of Default Notice of Defaults Under Section 9.01(b); Opportunity of Council To Cure Such Defaults Bond Insurer to be Deemed Bondowner; Rights of Bond Insurer SECTION 10.01. SECTION 10.02. SECTION 10.03. SECTION 10.04. SECTION 10.05. SECTION 10.06. SECTION 10.07. SECTION 10.08. SECTION 10.09. SECTION 10.10. SECTION 10.11. SECTION 10.12. SECTION 10.13. SECTION 10.14. Acceptance of the Trusts Fees, Charges and Expenses of Trustee Notice to Bondholders if Default Occurs Under Indenture Intervention by Trustee Successor Trustee . Resignation by Trustee Removal of Trustee A~pointment of Successor Trustee Concerning Any Successor Trustee Preservation and Inspection of Document~ [Th~e Set.on Reserve] PayingAgent Registrar Effect on Bondholders of Certain Actions ;~TICLE XI SUPPL~NT3%L INDENT%~S SECTION 11.01. Supplemental Indentures Not Requiring Consent of Bondholders SECTION 11.02. Supplemental Indentures Requiring Consent of Bondholders SECTION 11.03. Notice to S&P and Fitch ARTICLE XII 42 43 43 45 45 46 46 47 49 51 51 51 51 52 52 52 53 53 53 54 54 54 56 56 57' iii AMENDMENT OF LOAN A~REEMENTS SECTION 12.01. Amendments, Etc., Not Requiring Consent of Bondholders SECTION 12.02. Amendments, Etc., Requiring Consent of Bondholders 58 ..... 58 ARTICLE XIII GENERAL COVENANTS SECTION 13.01. SECTION 13.02. SECTION 13.03. SECTION 13.04. SECTION 13.05. SECTION 13.06. SECTION 13.07. SECTION 13.08. Payment of Principal and Interest Performance of Covenants; the Council . Instruments of Further Assurance Recording and Filing Rights Under the Loan Agreements Possession and Inspection of Loan Agreements . Provision of Documents to Bondholders Tax Covenants . 60 60 60 61 61 61 61 62 ARTICLE SECTION 14.01. SECTION 14.02. SECTION 14.03. SECTION 14.04. SECTION 14.05. SECTION 14.06. SECTION 14.07. SECTION 14.08. SECTION 14.09. Consents, etc., of Bondholders Limitation of Rights The Bond Insurer Severability Notices Payments Due on Saturdays, Sundays and Holidays . Counterparts Applicable Provisions of Law Reporting Requirements 64 64 64 65 65 66 66 66 66 EXHIBIT A: Form of Bond iv TRUST INDENT~ THIS TRUST INDENTURE iS made and entered into as of , 199 , by and between FLORIDA~K3NICIPA/~ LOAN COUNCIL, a legal entity and-public body corporate and politic duly created and existing under the Constitution and laws of the State of Florida(the "Council"), and , a banking association, duly organized, existin~ and authorized to accept and execute trusts of the character herein set out, with its principal corporate trust office located in , , as Trustee (the "Trustee"). W I TNES SETH: WHERF2%S, all capitalized undefined terms used herein shall have the meanings set forth in A~ticle I hereof; and WHEREAS, the Council is duly created and existing pursuant to the Constitution and laws of the State of Florida, including particularly Part I of Chapter 163, .Florida Statutes, as ~mended (the "Interlocal Act"), and certain resolution~ of the City of Stuart, Florida, the City of Deland, Florida and the City of Rockledge, Florida; and WHERF2t~, the Council, pursuant to the authority of the Interlocal Act. and other applicable provisions of law, is authorized, among other things, to issue revenue bonds on behalf of and for the benefit of the Borrowers in the State in order to finance, refinance or reimburse the cost of qualified Projects of Borrowers, such bonds to be secured by instruments evidencing and securing loans to said Borrowers and to be payable solely out of the payments made by such Borrowers pursuant to Loan Agreements entered into between the Borrowers and the Council or from other moneys designated as available therefor and not otherwise pledged or used as security, and to enter into a trust indenture providing for the issuance of such bonds and for their payment and security; and W~EBY~, the Council has determined that the public interest will be best served and that the purposes of the Interlocal Act can be more advantageously obtained by the Council's issuance of revenue bonds in order to provide funds to loan to the participating Borrowers to finance, refinance or reimburse the cost of qualifying Projects pursuant to Loan Agreements between the respective Borrowers and the Council; and WHEREAS, the Council has previously by a resolution adopted on (the "Resolution"), authorized the %ssuance of its Florida Municipal Loan Council Revenue Bonds, in various series in the aggregate principal amount of not exceeding $500,000,000, pursuant ~o certain trust indentures, to provide funds to finance, refinance or reimburse the cost of qualified Projects of the participating Borrowers; and WHEP~, The Council has now determined to issue its $ Florida Municipal Loan Council Revenue Bonds at this time pursuant to this Trust Indenture for the purposes more fully described herein; and WHERF. AS, in order to secure the payment when due of the principal of, premiums, if any, and interest on the Bonds, the Borrowers have covenanted in the Loan Agreements to budget and appropriate legally available non-ad valorem funds of the Borrowers sufficient for that purpose'and when so budgeted and appropriated such funds of the Borrowers shall be the source of payment of principal of, premi%u~, if any, and interest on the Bonds. NOW, THEREFORE, THIS TRUST INDENTU~ W I TNES SETH: GRANTING CLJkUSES The Council, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of each Series of Bonds by the owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on each Series of Bonds according to their tenor and effect and to secure the perfor~uance and observance by the Council of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell, convey, m~rtgage, assign, pledge and grant, without recourse, a security interest in the Trust Estate to the Trustee, and its successors in trust and assigns forever, for the securing of the performance of the obligations of the Council hereinafter set forth: GRANTING CLAUSE FIRST ~ll right, title and interest of the Council under the Loan Agreements (excluding fees and expenses payable to the Council and rights of the Council to inde~nity and notices thereunder and excluding any payments m~de by the Borrowers to co~m/~ly with the rebate provisions of Section 148(f) of the Code) if, as and when entered into by the Borrowers and any documents securing payment thereunder, including all extensions and renewals of any of the .terms of the Loan Agreements and any documents securing payment thereunder, if any, and without limiting the generality of the 2 foregoing, the present and continuing right to make claim for, collect, receive and receipt for any income, issues and profits and other sums of money payable to or receivable by the council to bring actions or proceedings under the Loan Agreements, any documents securing payment thereunder or for the enforcement thereof, and to do any and all things which the Council is or may become entitled to do under or due to its ownership of the interests hereby granted in the Loan Agreements; provided, however, that each Series of Bonds shall be secured only by the right, title and interest of the Council in the Loan Agreement or Agreements to which such Series of Bonds relates; and GRANTING CLAUSE SECOND Ail moneys and securities from time to time held by the Trustee under the terms of this Indenture (except for moneys and securities held in the Rebate Fund); provided, however, that each Series of Bonds shall be secured only by a security interest in and claim on the moneys and securities held in the Accounts to which such Series of Bonds relates; and GRANTING CLAUSE THIRD Ail Revenues, any proceeds of Bond Insurance, any and all other property, rights and interests of every kind and nature from time to time hereafter by delivery or by writing of any kind granted, bargained, sold, alienated, demised, released, conveyed, assigned, transferred, pledged, hypothecated or otherwise subjected hereto, as and for additional security herewith, by the Council or any other person on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof provided, however, that each Series of Bonds shall be secured only by a security interest in and claim on the Revenues, proceeds of Bond Insurance and other property, rights and interests to which such Series of Bonds relates; TO ~AVE AND TO HOLD all and singular the Trust Estate, whether now owned or hereafter acquired, to the Trustee and its respective successors in trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and pro- tection of all present and future owners of the Bonds issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds, except as otherwise specifically provided herein with respect to each Series of Bonds; PROVIDED, HOWEVER, that the holders of the Bonds shall be entitled to payment only from the Loan Agreements more fully described in Granting Clause First hereof pledged for the payment of such Bonds, the Funds and Accounts set forth in Granting Clause Second hereof established for such Bonds and the Revenues, proceeds of Bond Insurance and other property, rights and interests described in Granting Clause Third pledged for the payment of such Bonds; AND FURTHER PROVIDED, that if the Council, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds and as provided in Article II hereof according to the true intent and meaning thereof, and shall cause the payments to be made as required under Article II hereof, or shall provide, as permitted hereby, for the payment thereof in accordance with A~ticle VIII hereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee and any Paying Agent all-sums of money due or to become due in accordance with the terms and provisions hereof, then upon such final payments or deposits as provided in Article VIII hereof, this Indenture and the rights hereby granted shall cease, terminate and be void and the Trustee shall thereupon cancel and discharge this Indenture and execute and deliver to the Council such instruments in writing as shall be requisite to evidence the discharge hereof. THIS TRUST INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the Trust Estate is to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Council has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the Bonds, or any part thereof, as follows: 4 ARTICLE I DEFINITIONS AND RUI~S OF INTERPRETATION sECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Indenture and of any Supplemental Indenture, have the meanings herein specified. "Accountant" or "Accountants" means an independent certified public accountant or a firm of independent certified public accountants. "Accounts" means the accounts created pursuant to Section 4.02 hereof. "Act" means collectively, Chapter 163, Part I, Florida Statutes, Chapter 166, Part II, Florida Statutes, and Chapter 125, Part I, as amended, and all other applicable provisions of law. "Additional Payments" means payments required by Section 5.03 of the Loan Agreement. "Arbitrage Regulations" means the income tax regulations promulgated, proposed or applicable pursuant to Section 148 of the Code, as ~he same may be amended or supplemented or proposed to be amended or supplemented from time to time. "Authorized Denominations" means $5,000 and integral multiples thereof. "Authorized Representative" means, when used pertaining to the Council, the Chairman of the Council and such other designated members, agents or representatives as may hereafter be selected by Council resolution and, when used with reference to a Borrower which is a municipality, means the person performing the functions of the Mayor or Deputy or Vice Mayor thereof and, when used with reference to a Borrower which is a County means the person performing the functions 6f the Chairman or Vice Chairman of the Board of County Com~issioners of such Borrowers, and, when used with reference to an act or document, also means any other person authorized by resolution to perform such act or sign such document. "Basic Payments" means the payments denominated as such in Section 5.01 of the Loan Agreement. 5 "Board" means the governing body of the Borrower. "Bond Counsel" means Bryant, Miller and Olive, P.A., Tampa, Florida, or any other nationally recognized bond counsel which is selected by the Council and acceptable to the Trustee. "Bondholder" or "Holder" or "holder of Bonds" or "Owner" or "owner of Bonds", whenever used herein with respect to a Bond, means the person in whose name such Bond is registered. "Bond Insurance Policy" means the municipal bond insurance policy of the Bond Insurer which insures payment when due of the principal of and interest on the Bonds as provided therein. "Bond Insurance Pr-m~um" with respect to the Bonds, means the premiums payable to the Bond Insurer for the Bond Insurance. "Bond Insurer" means , and any successor thereto. "Bonds" means the Florida Municipal Loan Council Revenue Bonds, Series 199 issued hereunder. "Bond Year" means a 12-month period beginning on ending on and including 31. "Borrower" means a governmental unit which has entered into a Loan Agreement and which is borrowing and using the Loan proceeds to finance, refinance and/or be reimbursed for, all or a portion of the costs of one or more Projects. "Business Day" means a day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York or the State are reql/ired or authorized to r-m~n closed or on which the New York Stock Exchange is closed. "Certificate," "Statement," "Request," "Requisition" and "Order" of the Council mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Council by its Chairm~n, Executive Director or such other person as may be designated and authorized to sign for the Council. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instr%lment with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. "Closing" means the closing of a Loan pursuant to this Indenture and a Loan Agreement. 6 "Code" means the Internal Revenue Code of and the regulations promulgated, proposed, or under. 1986, as amended, applicable there- "commencement Date" means the date when the term of a Loan Agreement begins and the obligation of the Borrower thereunder to make Loan Repayments accrues. "Council" means the Florida Municipal Loan Council. "Cost" means "Cost" as defined in the Act. "Cost of Issuance Fund" means the fund by that name created by Section 4.02 hereof. "Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for either the Council or the Borrower. "Default" means an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. "Depository" means the securities depository acting as Depository under the Indenture, which may be the Council. "Designated Member" means any designated person selected by the Council. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Event of Default" means any occurrence or event specified in Section 9.01 hereof. "Financial Newspaper" or "Journal" means The Wall Street Journal or The Bond Buyer or any other newspaper or journal con- raining financial news, printed in the English language, customarily published on each business day and circulated in New York, New York, and selected by the Trustee, whose decision shall be final and conclusive. "Fiscal Year" means the fiscal year of the Borrower. "Fitch" means Fitch IBCA, Inc., organized and existing under the laws of the State of Delaware, its successors and assigns. "Funds" means the funds created pursuant to Section 4.02 hereof. 7 "Governmental Obligations" means (a) direct and general obli- gations of the United States of America, or those which are uncon- ditionally guaranteed as to principal and interest by the same, and (b) pre-refunded m~niciDal obligations meeting the following criteria: (i) the municipal obligations must be rated AAA by Standard & Poor's and Aaa by Fitch and may not be callable prior to maturity or, alternatively, the trustee has received irrevocable instructions concerning their calling and redemption; (ii) the municipal obligations are secured by cash or securities described in clause (a) above (the "Defeasance Obligations"), which cash or Defeasance Obligations may be applied only to interest, principal, and premium payments of such municipal obligations; (iii) the principal and interest of the Defeasance Obligations (plus any cash in the f~nd) are sufficient to meet the liabilities of the municipal obligatiDns; (iv) the Defeasance Obligations serving as security for the municipal obligations must be held by an escrow agent or a trustee; and (v) the Defeasance Obligations are not available to satisfy any other cl&~m-, including those against the Trustee or escrow agent. Additionally, evidences of ownership of proportionate interests in future interest and principal payments of Defeasance Obligations are permissible. Investments in these proportionate interests are l~m~ted to cir~mmtances wherein (a) a bank or trust company acts as custodian and holds the underlying obligations; (b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying obligations; and (c) the underlying obligations are held in a special account separate and apart from the custodian's general assets, and are not available to satisfy any claim of the c~stodian, any person claiming through the custodian, or any person to whom the custodian may be obligated. "Indenture" means this Trust Indenture dated as of , between the Council and the Trustee, including any indentures supplemental thereto, pursuant to which (i) the Bonds are-authorized to be issued and (ii) the Council's interest in the Trust Estate is pledged as security for the payment of principal of, premium, if any, and interest on the Bonds. 8 "Interest Payment Date" means i and 1 of each year. "Interest Period" means the period commencing on an Interest Payment Date and ending on the day preceding the next Interest payment Date, provided that the initial Interest Period shall commence on the date of issuance of the Bonds. "Interlocal Act" means Chapter 163, Part I, Florida Statutes. "Interlocal Agreement" means that certain Interlocal Agreement originally dated as of , 199 , among the various Borrowers executing it from time to time, (until the withdrawal of such members) the original parties to which are the City of Stuart, the City of Deland and the City of Rockledge. "Investment Securities" means any of the following invest- ments: (a) direct obligations of the United States of America (including obligations issued or held in book-entry forln on the books of the Department of the Treasury of the United States of America) or obligations the principel of and interest on which are fully and unconditionally guaranteed by the United States of America, including (if such instruments become legal investments under the laws of the State for moneys held hereunder) instruments evidencing an ownership interest in securities described in this clause (a); (b) evidence of ownership of proportionate interest in Government Obligations described in clause (a) of this definition limited to circumstances wherein (i) a bank or trust company acts as custodian and holds the underlying obligations; (ii) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying obligations; and (iii) the underlying obligations are held in a special account separate and apart from the custodian's general assets, and are not available to satisfy any claim of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated; (c) interest-bearing demand or time deposits (including certificates of deposit) in banks (including the Trustee) and savings and loan associations which deposits are fully insured by the Federal Deposit Insurance Corporation ("FDIC") or which are secured at all times by collateral security (described in clause (a) of this definition) in which the Trustee has a perfected first lien and which (i) is held by the Trustee or a third-party agent, (ii) is not subject to liens' and claims of third-parties, (iii) has a market value (valued at least every 14 days) of no less than the amount of moneys so invested and interest accrued thereon; (d) investment agreements or repurchase agreements (the maturity of which is less than thirty 9 (30) days) with a bank or trust company organized under the laws of any state of the United States or with a national banking associa- tion, insurance company or government bond dealer reporting to, trading with and recognized as a primary dealer by the Federal Reserve Bank of New York and which is a member of The Security Investors Protection Corporation or with a dealer which is rated (or the parent company of which is rated) "A" or above by S&P and Fitch if such investments are fully secured by FDIC or collateral security described in (a) of this definition, in which the Trustee has a perfected first lien and which (i) is held by the Trustee or a third-party agent during the term of such repurchase agreement, (ii) is not subject to liens or claims of third parties, and (iii) has a market value (determined at least once every 7 days) at least equal to 103% of the amount so invested and interest accrued thereon; and (e) any other investment in which proceeds of the Bonds may be invested under Florida law, provided that such investments are approved in writing by the Bond Insurer. "Liquidation Proceeds" means amounts received by the Trustee or the Council in connection with the enforcement of any of the remedies under a Loan Agreement after the occurrence of an "event of default" under a Loan Agreement which has not been waived or cured. "Loan" means a loan to a Borrower from proceeds of a Series of Bonds to finance a Project or Projects pursuant to a Loan Agreement in the amount specified in Section 3.01 of the Loan Agreement. "Loans" means all loans made by the Council under this Indenture to Borrowers. "Loan Agreement" or "Loan A~reements" means the Loan Agreement or Loan Agreements between the Council and the Borrower(s) participating in the Program with respect to the Bonds, and any amendments and supplements thereto which are executed for the purpose of securing repayment of the Loan made by the Council to such participating Borrower(s) from proceeds of a Series of Bonds and establishing the terms and conditions upon which such Loans are to be made. Day, "Loan Repayment Date" means and the next preceding Business and thereafter each or if such day is not a Business Day. "Loan Repayments" means the payments of principal and interest and other payments payable by the Borrower pursuant to the provisions of the Loan Agreement. 10 "Loan Term" means the term provided for in Article IV of the Loan Agreement. "Non-Ad Valorem Revenues" means, with respect to a Borrower, all revenues and taxes of such Borrower derived from any source whatsoever other than ad valorem taxation on real and personal property, which is legally available for Loan Repayments. "0pinion of Bond Counsel" means an opinion by a nationally recognized bond counsel firm experienced in matters relating to the exclusion from gross income of interest payable on obligations of states and their instrumentalities and political subdivisions, and which is selected by the Council and acceptable to the Trustee. "Opinion of Counsel" means an opinion in writing of a legal counsel, who may, but need not be, counsel to the Council, a Borrower or the Trustee. "Outstanding" or "Bonds have been authenticated and Indenture, except: Outstanding" means all Bonds which delivered by the Trustee under this (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) .Bonds deemed paid under Article VIII hereof; and (c) Bonds in lieu of which other Bonds have been authen- ticated under Section 2.06, 2.07 or 2.09 hereof. "Person" means any individual, corporation, partnership, association, tr~st or any other entity or organization including a government or political subdivision or an agency or instrumentality thereof. "Principal Fund" means the fund by that name created by Sec- tion 4.02 hereof. "Principal Payment Date" means the maturity date or mandatory redemption date of any Bond. "Program" means the Council's program of making Loans under the Act and pursuant to this Indenture. "Project" or "Projects" means a governmental undertaking · approved by the governing body of a Borrower for a public purpose, including the refinancing of any bonded indebtedness. 11 "Project Loan Fund" means the fund by that name created by Section 4.02 hereof. "Proportionate Share" means, at the time such calculation is made, with respect to any Borrower, a fraction the numerator of which is the outstanding principal a~ou/%t of the Loan of such Borrower made from proceeds of the Bonds and the denominator of which is the outstanding principal amount of all Loans made from proceeds of the Bonds. "Purchase Price" means the purchase price of one or more items of a Project negotiated by a Borrower with the seller of such items. "Rating Category" means one of the generic rating categories of either Fitch or S&P, without regard of any refinement or graduation of such rating category by a numerical modifier or otherwise. "Rebate Fund" means the fund by that name created by Section 4.02 hereof. "Record Date" means, with respect to any Interest Payment Date, the fifteenth day of the calendar month preceding such Interest Payment Date. "Red-mption Price" means, with respect to any Bond (or portion thereof), the principal amo%mt of such Bond (or portion) plus the applicable pr,~!um, if any, payable upon red-mption pursuant to the provisions of such Bond and this Indenture. "Representation Letter" shall mean the Representation Letter from the Council to the Depository. "Revenue Fund" means the fund by that name created by Section 4.02 hereof and all accounts therein. "Revenues" means all Loan Repayments paid to the Trustee for the respective Accounts of the Borrowers for deposit in the Revenue Fund and the Principal Fund to pay principal of, premium, if any, and interest on the Bonds upon redemption, at maturity or upon acceleration of maturity, or to pay interest on the Bonds when due, and all receipts of the Trustee credited to the Borrower under the provisions of the related Loan Agreement. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., a corporation organized and .existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or 12 liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the council, with the approval of the Bond Insurer, by notice to the Trustee. "Series" means each series of obligations authenticated and delivered on original issuance and identified pursuant to this Indenture in addition to the Series Bonds, if any, and any obligations thereafter authenticated and delivered in lieu of or in substitution therefor. "Special Record Date" means the date established pursuant to Section 9.05 as a record date for the payment of defaulted interest on the Bonds.' "State" means the State of Florida. "Supplemental Indenture" means any indenture hereafter duly authorized and entered into between the Council and the Trustee, supplementing, modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is.specifically authorized hereunder. "Trustee" means successor thereto under this Indenture. , as Trustee, or any "Trust Estate" means the property, rights, Revenues and other assets pledged and assigned to the Trustee pursuant to the Granting Clauses hereof. SECTION 1.02. R~les of Intez~re~ation. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) "This Indenture" means this instrument as originally executed and as it may from time to time be supplemented, modified or amended by any Supplemental Indenture. (b) All reference in this instrument to designated "Articles", "Sections" and other s~bdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein", "hereof", "hereunder" and "herewith", and other words of similar import, refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 13 (c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. (d) Ail accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles. (e) The terms defined elsewhere in this Indenture shall have the meanings therein prescribed for them. (f) Words of the ~sculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. (g) The headings or captions used in this Indenture are for convenience of reference only and shall not define or lim/t or describe any of the provisions hereof or the scope or intent hereof. 14 ARTICLE II THE BONDS SECTION 2.01. Authoriza~on; Book-En~y SysCom. (a) Authorization, Issuance and Execution of Bonds. Bonds may be issued hereunder from time to time in order to obtain moneys to carry out the purposes of the Program for the benefit of the Council and the Sorrowers. The Bonds shall be designated as "Florida Municipal Loan Council Revenue Bonds, Series " At any time after the execution of this Indenture, the Council may execute and the Trustee shall authenticate and, upon request of the Council, deliver Series __ Bonds in the aggregate principal amount of Dollars ($ ). This Indenture constitutes a continuing agreement with the Owners from time to time of the Bonds appertaining thereto to secure the full payment of the principal of, prami~m, if any, and interest on all such Bonds subject to the covenants, provisions and conditions herein contained. The Bonds shall be issuable as fully registered bonds without coupons and shall be executed in the name and on behalf of the Council with the manual or facsimile signature of its Chairman, under its seal attested by the m~-.ual or facsimile signature of its Vice-Chairman or Designated Member. Such seal may be in the form of a facsimile of the Council's seal and may be reproduced, imprinted or impressed on the Bonds. The Bonds shall then be delivered to the Registrar, as hereinafter defined, for authentication by it. In case any of the officers who shall have signed or attested any of the Bonds shall cease to be such officer or officers of the Council before the Bonds so signed and attested shall have been authenticated or delivered by the Registrar or issued by the Council, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Council as though those who signed and attested the same had continued to be such officers of the Council, and also any Bond may be signed and attested on behalf of the Council by such persons 'as at the actual date of exec~tion of such Bond shall be the proper officers of the Council although at the nominal date of such Bond any such person shall not have been such officer of the Council. 0nly such of the Bonds as shall bear thereon a certificate of authentication substantially in the form hereinafter recited, manually executed by the Registrar as hereinafter defined, shall be valid or obligatory for any purpose or entitlmd to the benefits of 15 this Indenture, and such certificate of the Registrar shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture. (b) Each Series of Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each of the maturities of the Series. Upon initial issuance, The ownership of each such Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. Except as provided in this Section, all of the outstanding Bonds of a Series shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Council, the Registrar and the Paying Agent shall have no responsibility or obligation to any such Participant or to any indirect participant.. Without limiting the immediately preceding sentence, the Council, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemp- tion, or (iii) the payment to any Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The Council, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Council's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum' or sums so paid. No person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Council to make payments of principal, premium, if any, and interest pursuant to 16 the provisions hereof. Upon delivery by DTC to the Council of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the words "Cede & Co." in this Indenture shall refer to such new nominee of DTC; and upon receipt of such a notice the Council shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon receipt by the Council of written notice from DTC (i) to the effect that DTC has received written notice from the Council to the effect that a continuation of the requirement that all of the outstanding Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders transferring or exchanging Bonds shall designate, in accordance with the provision hereof. SECTION 2.02. Ma=urit~ and Interest Ra~:e Provisions. The Series __ Bonds shall be dated as of 1, and shall bear interest payable on 1 and I and on each Interest Payment Date thereafter. They shall be in the denomination of $5,000 each, or integral multiples thereof, and shall be numbered consecutively from R-1 upward. The Series Bonds shall bear interest and shall mature at the rates, in the amounts and on the dates set forth below: SECTION 2.03. Payment Pz~v~sions. The principal of, premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Principal of and premium, if any, on the Bonds shall be payable at the principal corporate trust office of the Trustee, or any successor paying agent and registrar appointed pursuant to the provisions of Sections 10.12 and 10.13 hereof (the "Paying Agent" or "Registrar"), and payment of the interest on each Bond shall be made by the Paying Agent on each Interest Payment Date to the person appearing as the registered owner thereof on the bond registration books maintained by the Registrar as of the close .of business on the Record Date preceding the Interest Payment Date (or, if interest on the Bonds is in default and the Bond Insurer is 17 in default under the Bond Insurance, a Special Record Da~e established pursuant to Section 9.05), by check mailed to such registered owner at his address as it appears on such registration books or at the prior written request and expense of an owner of $1,000,000 in aggregate principal amount of Series __ Bonds, by bank wire transfer to a domestic bank account, notwithstanding the cancellation of any such Bonds upon any exchange or transfer thereof subsequent to the Record Date or Special Record Date and prior to such Interest Payment Date. Payment of the principal (or redemption price) of all Bonds shall be made upon the presentation and surrender of such Bonds as the same shall become due and pay- able. SECTION 2.04. RegiStered Bond Paymen=-Con=erning the Bond Inaurane. e. So long as the Bond Insurance shall be in full force and effect, the Council and the Trustee hereby agree to comply with the following provisions: [insert insurance provisions] SECTION 2.05. Pa~men~ in Advan(:eof S~he~uledMaturit~D&~ee by the Bond Insurer. In the event that the Bond Insurer shall make any payments of principal of, and/or interest on any of the Bonds pursuant to the terms of the Bond Insurance and the Bonds are accelerated or are redeemed pursuant to Section 3.02 hereof, ~he Bond Insurer may at any time and at its sole option pay all or a portion of amounts due under the Bonds to the Bondowners prior to the stated maturity dates thereof. SECTION 2.06. Mu~lated, Loe~, S~len or Deetroyed Bonds; Bonds N~Delivmre~for Purohaae. If any Bond is mutilated, lost, stolen or destroyed, the Council shall execute and the Registrar shall authenticate a new Bond of the same date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Council and the Registrar evidence of such loss, theft or destruction satisfactory to the Council and the Registrar, together with an indJmnity satisfactory to them. In the event any such Bond shall have matured or been called for redemption, instead of issuing a duplicate Bond, the Paying Agent may pay the same. The Council and the Registrar may charge the Owner of such Bond with their reasonable fees and expenses in connection with replacing any Bo~d mutilated, lost, stolen or destroyed. 18 sECTION 2.07. Transfer andExchange of Bonds; Persons Treatec~ as O~ners. The Council shall cause books for the registration and transfer of the Bonds, as provided in this Indenture, to be kept by the Registrar. Upon surrender for transfer of any Bond at the principal corporate trust office of the Registrar, accompanied by an assignment duly executed by the registered Owner or his attorney duly authorized in writing, the Council shall execute and the Registrar shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds for a like aggregate principal amount. Bonds may be exchanged at the principal corporate trust office of the Registrar for a like aggregate principal amount of Bonds of other Authorized Denominations. The Council shall execute and the Registrar shall authenticate and deliver Bonds which the Bondholder making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. The Registrar shall not be required to (i) transfer or exchange any Bonds during the ten (10) days next preceding any day upon which notice of redemption of Bonds is -to be mailed or (ii) transfer or exchange any Bonds selected, called or being called for redemption in whole or in part. The person in whose name any Bond shall be registered shall be deemed and regarded by the Trustee, the Registrar and the Council as the absolute Owner thereof for all purposes, and payment of or on account of the principal of, premium, if any, or interest on any Bond shall be made only to or upon the written order of the registered Owner thereof or his legal representative, subject to Section 2.03 hereof, and neither the Council nor the Trustee nor the Registrar shall be affected by any notice to the contrary, but such registration may be changed as hereinabove provided. Ail such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums paid. A reasonable transfer charge may be made for any exchange or transfer of any Bond and the Registrar shall require the payment by any Bondholder requesting exchange or transfer of a sum sufficient to cover any tax or other governmental charge required to be paid with respect to such exchange or transfer and a sum sufficient to pay the cost of preparing each new Bond issued upon such exchange or transfer. SECTION 2.OS. Cancella~.ion of Bonds. Whenever any Out-' standing Bond shall be delivered to the Registrar for cancellation pursuant to this Indenture, upon payment of the principal amount thereof or for replacement pursuant to Section 2.06 hereof or for 19 transfer or exchange pursuant to Sections 2.07 or 2.09 hereof, such Bond shall be canceled by the Registrar, and evidence of such cancellation shall be fur~i~d by the Registrar to the Council. sECTION 2.09. Temporary B~ncls. Pending the preparation of definitive Bonds, the Council may execute and the Registrar shall authenticate and deliver temporary Bonds. T-mporary Bonds shall be issuable as fully registered Bonds, of any Authorized Denomination, and substantially in the form of the definitive Bonds but with such omissions, insertions and variations as may be appropriate for temporary Bonds, all as may be determined by the Council. Temporary Bonds may be issued without specific terms and may con- tain such reference to any provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Council and authenticated by the Registrar upon the same conditions and in substantially the same manner, and with like effect, as the definitive Bonds. As promptly as practicable, the Council shall execute and shall furnish definitive Bonds and thereupon temporary Bonds may be surrendered in exchange therefor without charge at the principal corporate trust office of the Registrar, and the Registrar shall authenticate and deliver i~ exchange for such temporary Bonds a like aggregate principal amount of definitive Bonds. Until so exchanged, the-temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds. SECTION 2.10. Nonpresen~ment of Bonds. In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for redemp- tion thereof, or otherwise, or if any interest check shall not be cashed, if funds sufficient to pay such Bond or interest shall have been made available by the Council to the Trustee for the benefit of the Owner thereof, all liability of the Council to the Owner thereof for the payment of such Bond or interest, as the case may be, shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, uninvested and without liability for interest thereon, for the benefit of the Owner of such Bond or be, who shall thereafter be restricted for any clai~ of whatever nature on his interest, as the case may exclusively to such funds part under this Indenture or on, or with respect to, said Bond or interest, as the case may be, provided that any money deposited with the Paying Agent for the payment of the principal of (and premium, if any) or interest on any Bond and r-m~ning unclaimed for six years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Council, and the Owner of such Bond or interest, as the case may be, shall thereafter, as an unsecured general creditor, look only to the Council for payment thereof, and all liability of the Trustee with respect to such trust money shall 2O thereupon cease; provided, however, that the Trustee, before be£ng required to make any such payment to the Council, may, a~ the expense of the Council, cause to be published once, in a Financial Newspaper or Journal, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any ~nclaimed balance of such money then remaining will be paid to the Council. SECTION 2.11. Form of Boncls. The Bonds to be issued here- under, and the certificate of authentication by the Registrar to be endorsed on all such Bonds, shall be substantially in the form set forth as Exhibit A hereto, with such variations, omissions and insertions as are permitted by this Indenture or are required to conform the form of Bond to the other provisions of this Indenture (any portion of such form of Bond may be printed on the back of the Bonds). 21 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. Op~onal Redemption of the Bonds. The Bonds maturing on or before are not subject to optional redemption by the Council. The Bonds maturing after are subject to redemption at the option of the Council on or after , as a whole at any time, or in part on any Interest Payment Date, in any manner determined by the Trustee in its discretion, taking into consideration the maturity of the Loan being prepaid by a particular Borrower or Borrowers during the following periods and at the following redemption prices, expressed as a percentage of the principal amount of the Bonds to be redeemed, plus accrued interest to the red-mption date: Redemption Period (Both Dates Inclusive) Redemption Price SECTION 3.02. Mandatory Redemption of the Bonds. (a) The Bonds maturing on are subject to mandatory redemption, in part, by lot, at redemption prices equal to 100% of the principal amount thereof, plus interest accrued to the red-mption date, beginning on and on each 1 thereafter, in the following principal amounts in the following years: Principal Year Amount (b) The Series Bonds are also subject to mandatory red-mption at any time, in whole or in part, at a redemption price of the principal amount thereof plus accrued interest to the red-mption date, without pr.m~m, but only with the approval of the Bond Insurer, from all amounts received by the Trustee as a result of an acceleration of any Loan or Loans made from the proceeds of such Series of Bonds ("Liquidation Proceeds"). If Bonds are to be redeemed in part by mandatory redemption, the Bonds to be redeemed will be selected on a proportionate basis from among all of the · maturities of such Bonds and within each maturity by lot. Bonds to 22 be redeemed in each year on a proportionate basis shall be selected with such proportionate basis to be determined by the Trustee by multiplying the total amount of Liquidation Proceeds from such Loan or Loans by the ratio which the principal portion of scheduled Loan Repayments of such Loan or Loans in each Bond Year bears to the total principal amount of such Loan or Loans. The Series of Bonds which is s~bject to mandatory redemption will be dependent on the Loan or Loans which are accelerated. SECTION 3.03. Notice of Redemption. In the case of every redemption, the Registrar, at the direction of the Trustee, shall cause notice of such redemption to be given to the registered Owner of any Bonds designated for redemption in whole or in part, at his address as the same shall last appear upon the Bond registration hooks by maiiing a copy of the redemption notice by first-class mail at least ~hirty (30) days prior to the redemption date. The failure of the Registrar to give notice to a Bondholder or any defect in such notice shall not affect the validity of the redemp- tion of any other Bonds. A copy of any such notice shall also be sent by the Registrar to the Bond Insurer and any person necessary to ensure compliance by the Council with applicable rules and regulations regarding such notices. Each notice of redemption shall specify the date fixed for redemption, the red-mption price to be paid, the place or places of payment, that payment will be made upon presentation and surrender of the Bonds to be redeemed, that interest, if any, accrued to the date fixed for red-mption will be paid as specified in said notice, and that on and after said date interest thereon will cease to accrue. If less than all the O~tstanding Bonds are to be redeemed, the notice of red-mption shall specify the n-mhers of the Bonds or portions thereof, including CUSIP identification n-mhers ($5,000 or any integral multiple thereof) to be redeemed. The Registrar also shall mail a copy of such notice by regis- tered or certified mail or overnight delivery service (or by tele- copy where permitted) for receipt not less than thirty (30) days before such red-mption date to the following: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530; Midwest Securities Trust Company, Capital Structures - Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103; Attention: Bond Department; provided, however, that such mailing shall not be a condition precedent to such red-mption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of Bonds. 23 sECTION 3.04. Bonds Due and Ps,fable on Rodem~t. ion DaCe; Interest Ceases To A~crue. On the redemption date, the principal amount of each Bond to be redeemed, together with the accrued interest thereon to such date, shall become due and payable; and from and after such date, notice (if required) having been given and moneys available solely for such redemption being on deposit with the Trustee in accordance with the provisions of this Article III, then, notwithstanding that any Bonds called for redemption shall not have been surrendered, no further interest shall accrue on any of such Bonds or portions thereof to be redeemed. From and after such date of redemption (such notice having been given and moneys available solely for such redemption being on deposit with the Trustee), the Bonds or portions thereof to be redeemed shall not be deemed to be Outstanding hereunder, and the Council shall be under no further liability in respect thereof. SECTION 3.05. Cancellation. Ail Bonds which have been redeemed shall be canceled by the Registrar as provided in SECTION 2.08 hereof. SECTION 3.06. Partial Re~mption of Bonc~. Upon surrender of any Bond in a denomination greater than $5,000 called for redemption in part only, the Council shall execute and the Registrar shall authenticate and deliver to the registered Owner thereof a new Bond or Bonds of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. SECTION 3.07. Selo=t~on of Bond~ To Be Roch~med. The Bonds shall be redeemed pursuant to Sections 3.01 and 3.02 only in the principal amount of an Authorized Denomination. The Bonds or portions of the Bonds to be redeemed shall, except as otherwise provided in Section 3.02 hereof, be selected by the Registrar by lot or in such other manner as the Council in its discretion may deem appropriate. ARTICLE IV P. EVENUES AND FUNDS SECTION 4.01. Sourol of Payment of Bonc~. The Bonds and all payments by the Council hereunder are limited and special obligations of the Council and are payable solely out of Revenues and certain proceeds of the Bonds as authorized by the Constitution and laws of the State, including particularly the Act, as and to the extent provided herein. The Bonds and the Council's other obligations hereunder are solely and exclusively obligations of the Council to the extent set. forth herein and do not constitute or create an obligation, general or special, or .debt, liability or moral obligation of the State or any political subdivision or any municipal corporation of the State. The Bonds shall not be or constitute a general obligation of the Council, the State of Florida or any political subdivision or any municipal corporation thereof or a lien upon.any property owned or situated within the territorial limits of the Council, the State of Florida or any political subdivision or any municipal corporafion thereof except the Trust Estate, in the manner provided herein and in the Loan Agreements. The Loan Agreements do not represent joint liabilities of the Borrowers executing Loan Agreements with the Council, and shall be payable solely as provided in such Loan Agreements. SECTION 4.02. Cremt.~on of Funds and A~.~ountl. There are hereby established by the Council the following Funds and Accounts to be held by the Trustee: (1) the Project Loan Fund, with a Series Account therein, (2) the Principal Fund with a Series __ Account therein, (3) the Revenue Fund, with a Series Account therein, (4) the Cost of Issuance D/nd, with a Series -- Account therein, and (5) the Rebate Fund, with a Series Account therein, to be held by the Trustee or the Council and applied as provided in Section 13.08 hereof. SECTION 4.03. Project Loan Fund. Moneys in the Project Loan Fund shall be disbursed at Closing to make Loans to Borrowers upon the submission of the documents by Borrowers as required by, and upon the terms and conditions specified in, A~ticle V hereof. Thereafter, such Project Loan Fund monies are held by the Borrowers. Upon the occurrence of an event of default under a Loan Agreement and the exercise by the Trustee of the remedy specified in Section 8.03(a) of such Loan Agreement, any moneys in the Project Loan Fund not yet disbursed to the defaulting Borrower, if any, shall be transferred by the Trustee to the Principal Fund and applied in accordance with the second paragraph of Section 4.04 hereof. 25 SECTION 4.04. Principal Fund. Upon the receipt of Loan Repayments or Liquidation Proceeds, the Trustee shall deposit in the appropriate Account of the Principal Fund all payments or recoveries of principal of Loans or payments to be applied to the payment of any premium due upon optional redemption of the appro- priate Series of Bonds. Amounts in the appropriate Account of the Principal Fund shall be used as follows: (1) to pay scheduled principal payments of the appropriate Series of Bonds and (2) to pay the principal of and premium, if any, on the appropriate Series of Bonds redeemed pursuant to Section 3.01 or Section 3.02 when required by such Sections. Upon acceleration of maturity of a Series Bonds pursuant to Section 9.02, all amounts in the respective Account of the Principal Fund shall be used to pay maturing principal of and interest on the appropriate Series of Bonds. SECTION 4.05. R~venue Fund. Upon the receipt of Loan Repay- ments or Liquidation Proceeds or proceeds earmarked for capitalized interest, the Trustee shall deposit in the appropriate Account of the Revenue Fund all moneys remaining after the deposits required by Section 4.04 hereof. Ail investment earnings on amounts in the Funds and Accounts (except the Rebate Fund) shall be deposited in the corresponding Account of the Revenue Fund as received. Any amounts received by the Trustee hereunder which are not required to be deposited elsewhere shall also be deposited in the appropriate Account of the Revenue Fund. Amounts in the appropriate Account of the Revenue Fund shall be used to make the following payments or transfers in the following order of priority: (1) On each Interest Payment Date, to pay interest due on the appropriate Series of Bonds; (2) At such times as are interest due on the appropriate Series to Sections 3.01 or 3.02 hereof; necessary, to pay accrued of Bonds redeemed pursuant (3) At such times as are necessary, to pay the fees and expenses of the Trustee, DTC, the Registrar and the Paying Agent (including the cost of printing additional Bonds) and the fees and expenses of the Council (including costs of issuing the Bonds if insufficient amounts are on hand in the Cost of Issuance Fund), any counsel consulted by the Council with respect to any Loan, or of independent Accountants employed pursuant to Section 4.10 hereof; 26 provided, further, that the Bond Insurer may authorize the payment of any such fees or expenses prior to the payment of interest on the appropriate Series of Bonds, subject to Section 4.11 hereof; (4) On each Interest Payment Date of each year, all amounts remaining in an Account within Revenue Fund, other than fees being collected in installments pursuant to the relevant Loan Agreement and amounts which will be credited against the relevant Borrower's next Loan Repayments, shall be deposited in the appro- priate Account of the Principal Fund, as provided in Section 5.04 of the Loan Agreements. SECTION 4.06. Cost of Issuance Fund. Moneys in the appro- priate Account of the Cost'of Issuance Fund shall be used to pay costs of issuing the appropriate Series of Bonds to the extent not paid from other sources, which costs may include, all printing expenses in connection with this Indenture, the Loan Agreements, the preliminary and final Official Statements for the Bonds and the Bonds; the underwriters' discount for the initial purchase of the Bonds; the initial Bond Insurance Premium; administrative expenses of the Council; and legal fees and expenses of counsel to the Council, bond counsel and counsel to the Bond Insurer and fees of the financial advisor to the Council; any accounting, expenses incurred in connection with determining that the Bonds are not arbitrage bonds, the Trustee's and the Paying Agent and Registrar's initial fees and expenses (including attorney's fees), upon the submission of requisitions by the Council signed by an officer of the Council stating the amount to be paid, to whom it is to be paid and the reason for such payment, and that the amount of such requisition is justly due and owing and has not been the subject of another requisition which was paid and is a proper expense of issuing such Bonds. Any monies remaining in the Cost of Issuance Fund on shall be transferred to the appropriate Account of the Revenue Fund and be credited on a pro rata basis toward each Borrower's obligation to pay Loan interest, taking into consideration the discount at which such Loans were made as specified in Section 3.01 of each Loan Agreement. SECTIO~ 4.07. Ai~lice~ion of Bond Proceeds. The proceeds of the Series Bonds shall be deposited with .the Trustee as follows: (i) In the Series Account of the Revenue Fund, the sum of $ which represents accrued interest; (ii) In the Series ance Fund, the sum of $ Account of the Cost of Issu- ; 27 In the Series __ Accottnt of the Project Loan Fund, the sum of $ which represents the balance of the pro- ceeds received from the sale of the Series Bonds. SECTION 4.08. Moneys To Be Held in Trust. With the exception of moneys deposited in the Rebate Fund, all moneys required to be deposited with or paid to the Trustee for the account of any Fund or Account established under any provision of this Indenture shall be held by the Trustee, in trust, and except for moneys deposited with or paid to the Trustee for the redemption of Bonds, notice of the redemption of which has been duly given, and except as otherwise provided in Section 2.10 hereof, shall, while held by the Trustee, constitute part Qf the Trust Estate and be subject to the security interest created hereby. SECTI~ 4.09. l~rts Fz~nTrus~. Unless otherwise advised in writing, the Trustee shall furnish monthly to the Council, the Bond Insurer and to any Borrower, upon request, on the twentieth (20th) day of the month following the month in which the Bonds are delivered, and on the twentieth (20th) day of each month thereafter, a report on the status of each of the Funds and Accounts established under this ;trticle IV which are. held by the Trustee, showing at least the balance in each such Fund or Account as of the first day of the preceding month, the total of deposits to and the total of disbursements from each such Fund or Account, the dates of such deposits and disburs-ments, and the balance in each such Fund or Account on the last day of the preceding month. SECTION 4.19. Certain Verificat_~one. The Council, the Trustee and/or the Bond Insurer from time to time may cause a firm of independent Accountants to supply the Council, the Trustee and the Bond Insurer with such infoz~nation as the Council, the Trustee or the Bond Insurer may request in order to determine in a manner reasonably satisfactory to the Council, the Trustee and the Bond Insurer all matters relating to (a) the sufficiency of projected cash flow receipts and disbursements on the Loans and Funds described herein to pay the principal of and interest on the Bonds and (b) the actuarial yields on the Loans and on the Bonds as the same may relate to any data or conclusions necessary to verify that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Code. Payment for costs and expenses incurred in connection with supplying the foregoing information shall be paid from moneys in the Revenue Fund pursuant to Section 4.05(2) hereof. ARTICLE V PROJECT LOANS SECTION 5.01. Terms and Conditions of Loans. The Council will make Loans to Borrowers in order to (i) finance the acquisi- tion, installation and construction of Projects by Borrowers and (ii) refund or refinance debt incurred by Borrowers to acquire, install and construct Projects, all in accordance with provisions more fully set forth in the Loan Agreements. SECTION 5.02. Loan Closing ~,~--~eeion. No Loan shall be made by the Council unless and until the Bond Insurer has consented in writing and unless and until the documents required by Section 4.03 of =~e Loan Agreements are submitted to the Council. 29 ARTICLE VI SERVICING OF LOANS The Trustee shall be resgonsible for calculating 9ayments due in resgect of the Loans, holding collateral 91edged in resgect of the Loans, if any, and enforcing the Loans~ 9rovided, however, ~ha= the Trustee shall have no duty to take notice of any default in resgect of any Loan (other than a 9ayment default) unless the Trustee shall be notified of such default in a written instrument. 30 ARTICLE VII INVESTMENT OF MONEYS All moneys in any of the Funds and Accounts shall be invested by the Trustee in Investment Securities with due regard for the fiduciary responsibility of the Trustee to maximize investment income. Ail Investment Securities shall be acquired subject to the limitations set forth in Section 13.08 hereof, at the direction of the Council, which may be telephonically made and promptly confirmed in writing, except that Investment Securities with respect to each Borrower's account in the Debt Service Reserve Fund shall be acquired, subject to the limitations set forth in Section 13.08 hereof, at the direction of the Borrower for which such account in the Debt Service Reserve Fund was established, which may be telephonically made and promptly confirmed in writing. Moneys in the Funds and Accounts shall be invested in Invest- ment Securities with respect to which payments of principal thereof and interest thereon are scheduled or otherwise-payable not later than the dates on which it is estimated that such moneys will be required by the Trustee for the purposes specified in this Indenture. Investment Securities acquired pursuant to this Section under a repurchase agreement with the seller thereof may be deemed to mature on the dates on and in the amounts (i.e., for the repurchase price) which the Trustee may deliver such Investment Securities to such seller for repurchase under such agreement. Investment Securities acquired as an investment of moneys in any Fund or Account shall be credited to such Fund or Account. For the purpose of determining the amount in any Fund or Account, all Investment Securities credited to any such Fkmd or Account shall be valued at market value on the date of determination; provided, however, that repurchase agreements shall be valued at the aggre- gate repurchase price of the securities r-m~ning to be repurchased pursuant to such agreements and investment agreements shall be valued at the aggregate amount remaining invested therein (in each case exclusive of accrued interest after the first payment of interest following purchase). All interest, profits and other income earned from investment (other than in Loans) of all moneys in any Fund or Account (except the Rebate Fund) shall be deposited when received in the appro- priate Account of the Revenue Fund, except that an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the 31 purchase price of such Investment Security shall be credited to the Fund or Account from which such accrued interest was paid. Subject to Section 13.08 hereof and except as provided herein, investments in any and all Funds and Accounts may be commingled for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular Funds and Accounts of amounts received or held by the Trustee hereunder, provided that, notwithstanding any such commingling, the Trustee shall at all times account for such investments strictly in accordance with the Funds and Accounts to which they are credited and otherwise as provided in this Inden- ture. The Trustee may act as principal or agent in the acquisition or disposition of Investment Securities. The Trustee may sell, or present for rede~ption, any Investment Securities so purchased whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the Fu~d or Account to which such Investment Security is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made pursuant to this ;trticle VII. In computing the amount in any Fund or Account, Investment Securities shall be valued at the market value of such obligations, exclusive of accrued interest. With respect to all Funds and Accounts, valuation shall occur arunually and immediately upon a withdrawal from the Debt Service Reserve F~/nd. If amounts on deposit in the Debt Service Reserve Fund shall, at any time, be less than the applicable Debt Service Reserve Fund Requirement, such deficiency shall be made up as required by the Loan Agree- ments. Ail amounts representing accrued and capitalized interest, if any, shall be held by the Trustee, pledged solely to the payment of znterest and invested only in Government Obligations maturing at such times, and in such amounts as are necessary to match the interest payments on the appropriate Series of Bonds. ARTICLE VIII DISCHARGE OF INDENTURE If the Council shall pay or cause to be paid (other than by the Bond Insurer) to the Owner of any Bond secured hereby the principal of and interest due and payable, and thereafter to become due and payable, upon such Bond, or any portion of such Bond in the principal amount of $5,000 or any integral multiple thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Council shall pay or cause to be paid (other than by the Bond Insurer) to the Owners of all the Bonds of a Series secured hereby the principal of and interest due and payable, and thereafter to become due and payable thereon, and shall pay or cause to be paid (other than by the Bond Insurer) all other sums payable hereunder by the Council and related to such Series, then, and in that case, the right, title and interest of the Trustee in the related Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over to the Council the related Trust Estate and, at the direction of the Council, cancel any outstanding Loans related to such Series of Bonds; provided that if such Series of Bonds are paid from the proceeds of refunding bonds, the Loans shall at the direction of the Council not be canceled but shall be transferred and pledged as security and a source of payment for the refunding bonds. Notwithstanding the release and discharge of the lien of this Indenture as provided above, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresent~ent of Bonds, the holding of moneys in trust, and the duties of the Trustee in coD_nection with all of the fore- going, remain in effect and shall be binding upon the Trustee and the Bondholder. Any Bond shall be deemed to be paid within the meaning of this Article and for all purposes of this Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein), either (i) shall have been made or caused to be made (other than by the Bond Insurer) in accordance with the terms thereof, or (ii) shall have been provided for (other than by the Bond Insurer) by irrevocably depositing with the Trustee in trust and irrevocably ..setting aside exclusively for such payment (1) moneys sufficient to 33 make such payment and/or (2) Governmental Obligations maturing as to principal and interest in such amounts and at such time as will insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee and the Council pertaining to such Series of Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing paragraph, no deposit under clause (a) (ii) of the immediately preceding paragraph shall be deemed a payment of such Series of Bonds as aforesaid (1) until the Council shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions: (i) stating the date when the principal of each such Bond is to be paid, whether at maturity or on a redemption date (which shall be any redemption date permitted by this Indenture); (ii) to call for redemption pursuant to this Indenture any Bonds to be redeemed prior to maturity pursuant to (i) hereof; and (iii) if all the Bonds of such Series are not to be redeemed within 30 days, to mail, as soon as practicable, in the manner prescribed by Article III hereof, a notice to the Owners of such Series of Bonds that the deposit required by (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Article and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal or redemption price, if applicable, of said Series of Bonds as specified in (i) hereof; and (2) if any Bonds of such Series are to be redeemed within the next 30 days, until proper notice of redemption of those Bonds has been given. Any moneys so deposited with the Trustee as provided in the two foregoing paragraphs may at the direction of the Council also be invested and reinvested in Governmental Obligations described in clause (i) of the definition thereof, maturing in the amounts and at the times as hereinbefore set forth, and all income from all such Governmental Obligations in the hands of the Trustee pursuant to this Article which is not required for the payment of the Bonds and interest thereon with respect to which such moneys shall have been so deposited, shall be paid to the' Council as and when 34 realized if not needed to pay any fees or expenses provided for hereunder. No deposit under this Article shall be made or accepted here- under and no use made of any such deposit unless the Trustee shall have received an Opinion of Bond Counsel to the effect that such deposit and use would not cause the Bonds to be treated as arbi- trage bonds within the meaning of Section 148 of the Code. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Article, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Article for the payment of Bonds of a Series (including interest thereon) shall be applied to and used solely for the payment of the particular Bonds (including interest thereon) with respect to which such moneys or obligations have been so set aside in trust. Anything in Article XI hereof to the contrary notwithstanding, if moneys or obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of Bonds of a Series and interest thereon when due and such Bonds and interest shall not have in fact been actually paid in full when due, no amendment to the provisions of this Article shall be made without the consent of the Owner of each Bond affected thereby. Anything to the contrary provided elsewhere in this Indenture notwithstanding, this Indenture shall not be discharged as long as any amounts are owing to the Bond Insurer and no Bond shall be deemed paid under this Indenture if the Bond Insurer shall have made any payment under the Bond Insurance in respect of the principal of or interest on such Bond until the amount of such principal or interest, together with interest thereon provided for herein and in the Bonds on past-due principal and interest, shall have been paid to the Bond Insurer. Furthermore, if the discharge of the Indenture is based upon, or utilizes a forward supply contract, the Insurer's prior written consent must be received before the Indenture shall be discharged by the Trustee. Prior to any defeasance becoming effec%ive under this Indenture, (i) the Bond Insurer shall have received an opinion of counsel, satisfactory to the Bond Insurer, to the effect that the proceeds of any deposit to effectuate such defeasance shall not constitute a voidable preference in a case commenced under the Federal Bankruptcy Code by or against the Council or any applicable Borrower, (ii) the amounts required to be deposited in an escrow fund pursuant to this Indenture and the escrow deposit agreement entered into in order to effectuate such defeasance shall be invested only in Government Obligations and (iii) the Bond Insurer 35 shall have received (a) the final official statement delivered in connection with the refunding bonds, (b) a copy of the accountant's verification report, (c) a copy of the escrow deposit agreement in form and substance acceptable to the Bond Insurer, (d) a copy of an opinion of Bond Counsel, dated the date of closing addressed to the Bond Insurer, to the effect that the refunded bonds have been paid within the meaning and with the effect expressed in the Indenture, and the covenants, agreements and other obligations of the Council to the holders of the refunded bonds have been discharged and satisfied. (The opinion req~/ired by (i) above may be waived in the discretion of the Bond Insurer at the time of such defeasance.) ARTICLE IX DEFAULT PROVISIONS AND RE~DIES OF TRUSTEE AND BONDHOLDERS SECTION 9.01. Defaults; Events of Default. If any of the following events occurs with respect to a Series of Bonds, it is hereby defined as and declared to be and to constitute an "Event of Default" with respect to such Series of Bonds: (a) Default in the payment' of the principal of or interest on any Bond of that Series after the-principal or interest has become due, whether at maturity or upon call for redemption. (b) Default in the performance or observance of any covenant, agreement or condition on the part of the Council contained in this Indenture or in the Bonds of that Series (other than defaults mentioned in Section 9.01(a) and (c)) and failure to remedy the same after notice of the default pursuant to Section 9.10 hereof. (c) If the Council shall file a petition seeking a composition of indebtedness under the federal bankruptcy laws, or under any other applicable law or statute of the United States of America or of the State, or the Council by the Council of any act of bankruptcy, or adjudication of the Council as a bankrupt, or assignment by the Council for the benefit of its creditors or the approval by a court of competent jurisdiction of a petition applicable to the Council in any proceeding for its reorganization instituted under federal bankruptcy laws, or under any other applicable law or statute of the United States of America or of the State. SECTION 9.02. Remedies; ~%~hta of Bondholders. Upon the occurrence of an Event of Default with respect to a Series of Bonds, the Trustee shall have the following rights and remedies: (a) The Trustee may, and in the case of Event of Default under Section 9.01(c) above shall, pursue any available remedy at law or in ec~/ity or by statute, including the federal bankruptcy laws or other applicable law or statute of the United States of America or of the State, to enforce the payment of principal of and interest on the Bonds of such Series then Outstanding, including enforcement of any rights of the Council or the Trustee under the related Loan Agreements. (b) The Trustee may by action or suit in equity require the 'Council to account as if it were the trustee of an express trust 37 for the Owners of the Bonds of such Series and may then take such action with respect to the related Loan Agreements as the Trustee shall deem necessary or appropriate and in the best interest of the Bondholders, subject to the terms of the related Loan Agreements, including the sale of part or all of the related Loan Agreements. (c) Upon the filing of a suit or other commencement of judicial proceedings to enforce any rights of the Trustee and of the Bondholders under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the related Trust Estate and of the Revenues, issues, earnings, income, products and profits thereof, pending such pro- ceedings, with such powers as the court making such appointment shall confer. (d) The Trustee shall give written notice of any Event of Default to the Council and the Bond Insurer as promptly as practi- cable after the occurrence of an Event of Default becomes known to the Trustee. If an Event of Default has occurred and is continu- ing, the Bond Insurer shall, subject to the provisions in the following sentence, have the right to direct the Trustee to declare immediately due and payable the principal amount of the Outstanding Bonds of such Series, provided' that as a condition to such direction of acceleration the Bond Insurer shall have deposited with the Trustee a sum for payment with respect to principal of and interest accrued and to accrue (to a date not less than 30 days following the Bond Insurer's notice of direction to the Trustee of acceleration) on the Series of Bonds Outstanding. NOTWITHSTANDING T~E FOREGOING OR ANY PROVIBIO~ HE~IN TO T~E CO~FI~%%~X, IN THE EVENT AR EVENT OF DEFAULT HAS OCCURRED B~CAUSE OF A DEFArJLT UNDER LESS THAN ALL OF THE RELATED LOAN A~REF/~ENTS, THE BOND INSURER SHUNT. ONLY HAVE THE RIGHT TO DIRECT THE T~STEE TO DECId~ I~fEDIATELY DUE ~ PAYABLE A P~IPAL A~ OF THE O~"~STA~K)IN~ BO~DS OF SUCH SERIES IN AR J%MOUNT EQU~L TO THE PRI~{CIPAL J~T OF ~ RELATED LOAN OR LOANS THEN IN DEFAULT. In such event the Bond Insurer shall direct the Trustee as to which of the Outstanding Bonds of such Series shall be declared immediately due and payable. In making such declaration, the Bond Insurer may only declare Bonds of such Series ],--ediately due and payable as are reasonably related to the related Loan Repayments. When the Trustee is directed that payment with respect to such Series of Bonds is to be accelerated pursuant to this Section, or when the Bond Insurer, in connection with acceleration of such Bonds by the Trustee, shall have elected in its discretion to deposit funds in an amount sufficient to pay all amounts of principal and interest due on such Bonds including by reason of acceleration and has so notified the Trustee, the Trustee shall mail notice to the registered Owners of such Bonds not less than fifteen days prior to the date (the "Insurance 38 payment Date") to which interest accrued and to accrue on such Bonds has been provided by the Bond Insurer, which notice shall state the manner in which such Bonds may be assigned to the Bond Insurer or to an agent or designee thereof in exchange for payment thereon and shall state that from and after the Insurance Payment Date, interest shall cease to accrue on such Bonds for the benefit of such registered Owners (provided that an amount equal to such interest shall continue to accrue on such Bonds assigned to the Bond Insurer as aforesaid). If an Event of Default shall have occurred, and if requested so to do by the Bond Insurer or by the owners of 25% or more in aggregate principal amount of Outstanding Bonds of a Series affected thereby and indemnified as provided in Section 10.01(k) hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. No right or remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bondholders or the Bond Insurer) is intended to be exclusive of any other right or remedy, but each and every such right or remedy shall be cLu~ulative and · shall be in addition to any other right or remedy given to the Trustee or to the Bondholders hereunder or now or hereafter existing at law. or in equity or by statute. The assertion or employment of any right or remedy shall not prevent the concurrent or subsequent assertion or -mployment of any other right or remedy. No delay or omission in exercising any right or remedy accruing u~on any default or Event of Default shall impair any such right or remedy or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein; and every such right or remedy may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or Event of Default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. No waiver of any default or Event of Default hereunder by the Trustee shall be effective without the approval of the Bond Insurer. SECTION 9.03. Right of Bondholders to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Bond Insurer or, with consent of the Bond Insurer (provided such consent shall not be rgquired if the Bond Insurer is in default 39 under the Bond Insurance), the Owners of a majority in aggregate principal amount of the 0utst~nding Bonds of all Series affected thereby shall have the right, a~any time during the continuance of an Event of Default, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. SECTION 9.04. Appointment of lq~c~iv~rs. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce any rights of the Trustee and of the Bondholders under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. SECTION 9.0S. Application of Morays. Ail moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article, including by virtue of action taken under provisions of any Loan Agreement, shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees (including reasonable Trustee's fees), expenses, liabilities and advances payable to, incurred or made by the Trustee (including reasonable fees and disbursements of its counsel), be applied, along with any other moneys available for such purposes, as follows: (a) Unless the principal of all the Bonds of a Series shall have become due and payable, all such moneys shall be applied: FIRST -- To the payment to the persons entitled thereto of all amounts payable pursuant to Section 4.05(1) or Section 4.05(2) and, as to installments of interest, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient t~ pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; SECOND -- To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds of such Series which shall have become due at stated maturity or pursuant to 40 a call for redemption (other than such Bonds called for redemption for the payment of which moneys are held pursuant to the other provisions of this Indenture), in the order of their due dates and, if the a~ount available shall not be sufficient to pay in full Bonds of such Series due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; THIRD -- To payment to the persons entitled thereto of all amounts payable pursuant to Sections 4.05(3); and FOURTH -- TO be held as provided in Article IV hereof for the payment to the persons entitled thereto as the same shall become due of the amounts payable pursuant to this Indenture (including principal of such Bonds due upon call for redemp- tion) and, if the amount available shall not be sufficient to pay in full amounts due on any particular date, payment shall be made ratably according to the priorities set forth in subparagraphs FIRST, SECOND and THIRD above. (b) If the principal of all the Bonds of a Series shall have become due, all such moneys shall be applied to the payment of the principal of and interest then due and unpaid upon the Bonds and amounts payable pursuant to Section 4.05(3), with Bond principal and interest to be paid first, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, and with the items enumerated in Section 4.05(3) to be paid second to the Persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal and past-due interest to be paid on such date shall cease to accrue. Defaulted interest on a Bond shall be payable to the person in whose name such Bond is registered at the close of business on a Special Record Date for the payment of defaulted interest established by notice mailed by the Trustee to the registered Owners of Bonds not more than fifteen (15) days preceding such Special Record Date. Such not~ce shall be mailed to 41 the person in whose name the Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. The Trustee shall not be required to make payment of principal of any Bond to the Owner of such Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all principal of and interest on all Bonds of such Series have been paid under the provisions of this Section and all expenses and charges of the Trustee and the Bond Insurer have been paid, any balance remaining in the Funds and Accounts shall be transferred to the Council as provided in Article VIII hereof. SECTION 9.06. Remedies Vested in Trustee. Ail rights of action (including the right tO file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding related thereto and any trial or other proceeding related thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the Owners of all the Outstanding Bonds of all Series affected thereby. SECTION 9.07. R~ts an~ Reo~lc~es of Bondholc~rs. No Owner of any Bond or the Bond Insurer shall have any right to institute any suit, action or proceeding at law or in equity for the enforce- ment of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless (a) a default has occurred, (b) such default shall have become an Event of Default and the Owners of not less than 25% in aggregate principal amount of Outstanding Bonds of all Series affected thereby, with the consent of the Bond Insurer or the Bond Insurer shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (c) such Owners of Bonds or the Bond Insurer shall have offered to the Trustee indemnity as provided in Section 10.01(1) hereof, and (d) the Trustee shall for 60 days after receipt of such request and indemnification fail or refuse to exercise the rights and remedies hereinbefore granted, or to institute such action, suit or proceeding in its own name; and such request and offer of indemnity are hereby declared in every case at the option of the Trustee to" be conditions precedent to the execution of the powers and trusts of %his Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver 42 or for any other remedy hereunder; it being understood and intended that no one or more Owners of the Bonds or the Bond Insurer shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal and ratable benefit of the Owners of all Outstanding Bonds of all Series affected thereby. However, nothing contained in this Indenture shall affect or impair the right of any Bond- holder to enforce the payment of the principal of and interest on any Bond at and after the maturity or redemption date of such principal or interest, or the obligation of the Council to pay the principal of and interest oh each of the Bonds issued hereunder to the respective'registered Owners thereof at the time, place, from the source and in the manner in this Indenture and in the Bonds expressed. SECTION 9.08. Termina~on of Proceedings. In case the Trustee or any Owner of any Bonds or the Bond Insurer shall have proceeded to enforce any right under this Indenture by the appoint- ment of a receiver or otherwise, and such proceedings..shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Council, the Trustee, the Bond Insurer and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and with regard to the property herein subject to this Indenture, and all rights, remedies and powers of the Trustee and Owners of Bonds shall continue as if no such proceedings had been taken. SECTION 9.09. Waivers of Evmn~s of Default. The Trustee may, with the consent of the Bond Insurer, at its discretion waive any Event of Default hereunder (other than an Event of Default specified in 9.01(c) above) and its consequences and may rescind any declaration of maturity of all the Bonds of all Series affected thereby (except an acceleration of maturity of all or a portion of such Bonds directed by the Bond Insurer) and shall do so upon the written request of the Bond Insurer or the Owners of (a) more than two-thirds in aggregate principal amount of all Outstanding Bonds of all Series affected thereby (with the consent of the Bond Insurer, unless the Bond Insurer is in default under the Bond Insurance) in the case of default in the payment of principal or interest, or (b) more than one-half in aggregate principal amount of all Outstanding Bonds of all Series affected thereby (with the consent of the Bond Insurer, unless the Bond Insurer is in default under the Bond Insurance) in the case of any other default; provided, however, that there shall not be waived (i) any default · . in the payment of the principal of any such Outstanding Bond at the 43 date of maturity specified therein or (ii) any default in ~he payment when due of the ~t~est on any such Outstanding Bond, unless prior to such waiver all arrears of interest or all arrears of payments of principal when due, as the case may be, with interest on overdue principal and interest as provided in Section 2.04(f) hereof, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discon- tinued or abandoned or determined adversely, then, and in every such case, the Council, the Trustee, the Bond Insurer and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. No such waiver shall affect the rights of third parties to payment of amounts provided for hereunder. SECTION 9.10. Notice of Defaults U~r Section 9.01(b); Opportunit~ of Council To Cure Such Defaults. Anything herein to the contrary notwithstanding, no default under Section 9.01(b) hereof shall constitute an Event of Default until actual notice of such default by registered or certified mail shall be given to the Council by the Trustee or by the Bond Insurer or the Owners of not · less than 25% in aggregate principal amount of all Outstanding Bonds of all Series affected thereby and the Council shall have had 30 days after receipt of such notice to correct the default or cause the default to be corrected, and shall not have corrected the default or caused the default to be corrected within the applicable period; provided, however, if the default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Council within the applicable period and diligently pursued until the default is corrected. With regard to any alleged default concerning which notice is given to the Council under the provisions of this Section, the Council hereby grants the Trustee full authority for the account of the Council to perform any covenant or obligation alleged in said notice to constitute a default, in the name and stead of the Council with full power to do any and all things and acts to the same extent that the Council could do and perform any such things and acts and with power of substitution. The Council and the Trustee shall notify the Bond Insurer within five (5) days after each has received notice or has know- ledge of (i) an Event of Default specified in Section 9.01 hereof; (ii)' the withdrawal of amounts on deposit in the Debt Service Reserve Fk~nd; or (iii) the failure to make any required deposit to 44 the Principal Fund or the Revenue Fund to pay principal or interest when due. Any notice that is required to be given to the Bondholders or the Trustee pursuant to this Indenture or any Supplemental Inden- ture shall also be provided to the Bond Insurer. Ail notices required to be given to the Bond Insurer under this Indenture shall be in writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation. SECTION 9.11. Bond Insurer to be Deemed Bondowner; Rights of Bond Insurer. (a) Notwithstanding any provisions of this Inden- ture to the contrary, unless the Bond Insurer is in default under the Bond Insurance, the Bond Insurer shall at all times be deemed the exclusive Owner of all Bonds for all purposes except for the purpose of payment of the principal of and premium, if any, and interest on the Bonds prior to the payment by the Bond Insurer of the principal of and interest on the Bonds. The Bond Insurer shall have the exclusive right to direct any action or remedy to be undertaken by the Trustee, by the Owners or by any other party pursuant to the Indenture and the Loan Agreements, and no acceler- ation shall be permitted, and no event of default shall be waived, without the Bond Insurer's consent~ All rights to collect, receive and dispose of such collateral shall be independent of any rights to effect acceleration of the Bonds. (b) The Bond Insurer shall be subrogated to any and all of the rights of the Owners of any and all of the Bonds insured by the Bond Insurer (unless the Bond Insurer is in default under the Bond Insurance) at all times for the purpose of the execution and delivery of a Supplemental Indenture or of any amendment, change or modification of the Loan Agreements or the initiation by Bond- holders of any action to be undertaken by the Trustee at the Bond- holder's request. In addition, the Bond Insurer's consent to any Supplemental Indenture and any amendment, change or modification of any Loan Agreement shall be required. (c) Anything in this Indenture to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined herein, the Bond Insurer shall.be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders for the benefit of the Bondholders under this Resolution. 45 ARTICLE X SECTION 10.O1. A~.eptanoe of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically Set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorneys (who may but need not be the attorney or attorneys for the Council, the Bond Insurer or a Borrower) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. (c) The Trustee shall not be responsible for any recital herein, or in the Bonds, or for the validity of the execution by the Council of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby. (d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the Owner of Bonds secured hereby with the same rights which it would have if not the Trustee. (e) Unless an officer of the corporate trust department of · the Trustee shall have actual knowledge thereof, the Trustee shall 46 not be req~/ired to take notice or be deemed to have notice of any default hereunder except defaults under Section 9.01(a) hereof unless the Trustee shall be specifically notified in writing of such default by the Council or the Bond Insurer or a court of law or by any Owner of Bonds. All notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee and, in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. The Trustee shall provide copies of any such notices as soon as practicable to the Council, Bond Insurer and ~he Borrowers. (f) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. The Trustee shall not withhold unreasonably its consent, approval or action to any reasonable request of the Council. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the registered Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (g) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled in good faith to rely upon a certifi- cate signed by an authorized officer of the Council as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has knowledge, or is deemed to have notice pursuant to Section 10.01(e), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Executive Director or Secretary of the Council under its seal to the effect that a resolution in the form therein set forth has been.adopted by the Council as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (h) Ail moneys received by the Trustee hereunder, until used or applied as herein provided, shall be held in trust for the purposes for which they were received. (i) At any and all reasonable times, the Trustee and its duly authorized agents, attqrneys, experts, engineers, accountants and 47 representatives and the Bond Insurer, shall have the right =o inspect any and all of the books., papers and records of the Council pertaining to the RevenU~ and receipts under the Loan Agreements and the Bonds, and to take such memoranda from and in regard thereto as may be desired. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Before taking the action referred to in Section 9.02 or 9.07 hereof, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful default by reason of any action so taken. SECTION 10.02. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reason- able fees for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee but solely from moneys available therefor pursuant to Section 4.05 hereof or Section 9.05 hereof and pursuant to the Loan Agreements. SECTION 10.Q3. Notice to Bondholders if Default Occurs Under Indenture. If the Trustee becomes aware of an Event of Default, then the Trustee shall promptly give written notice thereof by registered or certified mail to the Bond Insurer and by first-class mail to the Owners of all Outstanding Bonds of all Series affected thereby, as shown by the bond registration books. SECTION 10.04. Intervention hsf Trustee. In any judicial proceeding to which the Council is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Owners of the Bonds, the Trustee may intervene on behalf of the Bondholders, and shall do so if requested in writing by (i) the Bond Insurer, or (ii) the Owners of at least 25% of the aggregate principal amount of Bonds then Outstanding, with the consent of the Bond Insurer. SECTION 10.05. Suoceaaor Trua~. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially' as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto shall be and become, to the extent 48 permitted by law, successor Trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, imm%mities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Any successor Trustee appointed pursuant to this Section or through consolidation, sale, or merger shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000 and acceptable to the Bond Insurer. SECTION 10.O6. Reeigna~on by Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving sixty (60) days' written notice by registered or certified mail to the Council and the Bond Insurer and by first- class mail to the registered Owner of each Bond, and such resigna- tion shall take effect upon the appointment of a-successor Trustee as hereinafter provided and the acceptance of such appointment by such successor. No such acceptance shall be effective unless the Bond Insurer has consented in writing to such appointment. SECTION 10.07. l~moval of TL~e~. The Trustee may be removed at any time, by an instrument or concurrent instruments in writing delivered to the Trustee and to the Council and signed by the Bond Insurer or the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, or by the Bond Insurer for any breach of trust set forth herein. SECTION 10.08. Appoin~ment of S~ccesao= Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by a resolution of the Council, with the consent of the Bond Insurer, or if the Council shall not have appointed a successor Trustee, by filing with the Council an instrument or concurrent instruments in writing signed by Owners of not less than a majority in principal amount of Bonds outstanding, or by their attorneys in fact, duly authorized. Nevertheless, in case of such vacancy, the Bond Insurer may appoint a t-mporary Trustee to fill such vacancy until a successor to the Trustee shall be appointed in the manner above prescribed; and any such temporary Trustee so appointed by the Bond Insurer shall ~m~ediately and without further act be superseded by 49 any Trustee so appointed. Notice of the appointment of a successor Trustee shall be given~ ~ ~e ~ame manner as provided by Section 10.06 hereof with respect to the resignation of a Trustee. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing having a corporate trust office in the State, having a reported capital and surplus of not less than $50,000,000 and subject to examination by federal or State authority, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. The Bond Insurer shall be notified immediately upon the resignation or termination of the Trustee and the appointment of a successor Trustee. SECTION 10.09. Concerning Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also to the Council and the Bond Insurer an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the Council, or of the successor Trustee, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities, moneys, documents and other property held by it as the Trustee hereunder to its or his successor hereunder. Should any instrtlment in writing from the Council be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Council. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where this Indenture shall have been filed or recorded. Such successor Trustee shall give notice of such successors to Fitch and S&?. SECTI0~ 10.10. Preservation a~ Inspe~t. ton of Documents. Ail documents received by the Trustee under the provisions of the Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the Council and the Bond Insurer, at reasonable hours and under reasonable conditions. SECTION 10.11. [This S~tion Reserved] 5O SECTION 10.12. Pa¥ing A~ent. The Council hereby appoints the Trustee as Paying Agent. The council may, with the approval of the Trustee and the Bond Insurer appoint additional Paying Agents for the Bonds. Each Paying Agent shall designate to the Council and the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Council under which such Paying Agent will agree, particularly: (a) to hold all sums received by it for the payment of the principal of or interest on Bonds in trust for the benefit of the Owners of the Bonds until such sL~ms shall be paid to such Owners of the Bonds or otherwise disposed of as herein provided; (b) to keep such books and records as shall be consistent with prudent industry practice, to make such books and records available for inspection by the Council and the Trustee at all reasonable times; and (c) upon the reqUest of the Trustee, to forthwith deliver to the Trustee all sums so held in trust by the Paying Agent. SECTION 10.15. Regist. rar. The Council hereby appoints the Trustee as Registrar for the Bonds. The Registrar shall designate to the Trustee its principal office and signify its acceptance of the duties imposed upon it hereunder by a written instrument of acceptance delivered to the Council and the Trustee under which such Registrar will agree, particularly, to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Council and the Trustee at all reasonable times. The Council shall cooperate with the Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby Bonds, executed by the Council and authenticated by the Registrar or any authenticating agent, shall be made available for exchange, registration and registration of transfer at the prin- cipal office of the Registrar. The Council shall cooperate with the Trustee to cause the necessary agreements to be made and thereafter continued whereby the Registrar shall be furnished ~uch records and other information at such times as shall be reqUired to enable the Registrar to perform the duties and obligations imposed upon it hereunder. SECTION 10.14. Effect on Bondholders of Certain Actions. Notwithstanding any other provision of this Indenture, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions 51 of this effect Policy. Indenture, the Trustee or Paying Agent shall consider the on the Bondholders as if there were no Bond Insurance 52 ARTICLE XI SUPPLEMENTAL INDENTURES SECTION 11.01. Supplemental Indentures Not Requiring Consent of Bondholde=e. The Council and the Trustee may, without the consent of or notice to any of the Bondholders but only with the consent of the Bond Insurer, enter into any indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a) To cure or correct any ambiguity or omission or formal defect in this Indenture; (b) To grant to or confer upon the Trustee for the benefit of the Bondholders any additional benefits, rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Bondholders or the Trustee, or to make any change which, in the judgment of the Trustee, is not to the material prejudice of the Bondholders; (c) To subject to this Indenture additional revenues, properties or collateral; or (d) To modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the q%/alification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute. SECTION 11.02. Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 11.01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Owners of not less than two-thirds in aggregate principal amount of the Out- standing Bonds affected thereby shall have the right, from time to time, to consent to and approve the execution by the Council and the Trustee of such other indenture or indentures supplemental. hereto as shall be deemed necessary and desirable by the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; 53 provided, however, that nothing in this Section contained shall permit, or be construed as permitting (1) without the consent of the Owners of all then Outstanding Bonds affected thereby, of (a) an extension of the maturity date of the principal of or the interest on any Bond, or (b) a reduction in the principal amount of any Bond or the rate of interest thereon, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture, or (e) the creation of any lien hereunder other than a lien ratably securing all of the Bonds at any time Outstanding hereunder, or (2) any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the written consent of the Trustee. If at any time the Council shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily ind-mnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be ~ailed by registered or certified mail to each Owner of a Bond affected thereby at the address shown on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Bond- holders. If, within sixty (60) days, or such longer period as shall be prescribed by the Council, following the mailing of such notice, the Owners of not less than two-thirds in aggregate prin- cipal amount of the Outstanding Bonds affected thereby at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any ~uanner to question the propriety of the execution there- of, or to enjoin or restrain the Trustee or the Council from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. Notwithstanding the foregoing or any other provisions to the contrary, for as long as the Bond Insurance remains in full force and effect, consent and approval by the Bond Insurer shall consti- tute the reg,/ired consent and approval of the Owners of the Bonds. SECTION 11.03. NOeL%Ce to S&P and Fitch. The Trustee shall give notice to S&P and Fitch of any supplemental indentures or any amendments to any Loan Agreement. 54 ARTICLE XII AMENDMENT OF LOAN AGREEMENTS SECTION 12.01. Amendments, Etc., Not Requiring Consent of Bondholders. The Co~u~cil and the Trustee may, without the consent of or notice to the Bondholders, but only with the consent of the Bond Insurer, consent to any amendment, change or modification of any Loan Agreement that may be required (a) by the provisions of such Loan Agreement or to conform to the provisions of this Indenture, (b) for the purpose of curing any ambiguity or inconsis- tency or formal defect or omission, (c) so as to add additional rights acquired, in accordance with the provi$£ons of such Loan Agreement or (d) in connection with any other change therein which, in the judgment of the Trustee, is not to the material prejudice of the Trustee or the Owners of the Bonds of the related Series. SECTION 12.02. Amendment, Eta., Re~luiring Consent of Bondholders. Except for amendments, changes or modifications provided for in Section 12.01 hereof, neither t~e Council nor the Trustee shall consent to any amendment, change or modification of any Loan Agreement without the mailing of notice and the written approval or consent of the Owners of not less than two-thirds in aggregate principal amount of the Bonds of the related Series at the time Outstanding given and procured as in this Section provided. If at any time the Council and a Borrower shall request the consent of the Trustee to any such proposed amendment, change or modification of a Loan Agreement, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by Section 11.02 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Bondholders. Nothing contained in this Section shall permit, or be construed as permitting, a reduction of the aggregate principal amount of Bonds the Owners of which are required to consent to any amendment, change or modification of a Loan Agreement, a reduction in, or a postponement of, the payments under any Loan Agreement or any changes that affect the exclusion of interest on ~he Bonds from the gross income of the Holders thereof for purposes of Federal income taxation, without the consent of the Owners of all of the Bonds of the related Series then Outstanding. Notwithstanding the foregoing or any other provisions to the 'contrary, for as long as the Bond Insurance remains in full force 55 and effect, consent and approval by the Bond Insurer shall consti- tute the required consent and approval of the Owners of the Bonds. Nothing contained in this Section shall be construed to prevent the Trustee, with the consent of the Council and the Bond Insurer, from settling a default under any Loan Agreement on such terms as the Trustee may determine to be in the best interests of the Owners of the Bonds. ARTICLE XIII ~ENERAL COVENANTS SECTION 13.01. Payment of Princ~mll and Interest. The Council covenants that it will promptly pay the principal of and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof, provided that the principal and interest are payable by the Council solely from the Trust Estate as provided in this Indenture, and nothing in the Bonds or this Indenture shall be considered as assigning or pledging any other funds or assets of the Council other than such Trust Estate. SECTION 13.02. Performanc~ of Covenants; ~he Council. The Council covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining hereto. The Council covenants that it is duly authorized under the Constitution and laws of the State, including particularly the Act, to issue the Bonds authorized hereby and to execute this Indenture, to execute and deliver Loan Agreements, to assign the Loan Agreements and collateral documents and amounts payable thereunder, and to pledge the Revenues and any other pro- perty hereby pledged in the manner and to the extent herein set forth; that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken, and that the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the Council according to the terms thereof and hereof. SECTION 13.03. Instrmnents of Further Assurance. The Council agrees that the Trustee may defend its rights to the payments of the Revenues for the benefit of the Owners of the Bonds, against the claims and demands of all persons whomsoever. The Council covenants that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, pledging, assigning and confirming unto the Trustee all and singular the rights assigned hereby and the amounts and other property pledged hereby to the payment of the principal. of and interest on the Bonds. The Council covenants and agrees that, except as provided herein or in the Loan Agreements, it will not sell, convey, assign, pledge, encumber or otherwise dispose of 57 any part of the Revenues or the proceeds of the Bonds or its rights under the Loan Agreements. SECTION 13.04. Recording and Filing. The Trustee shall keep and file or cause to be kept and filed all financing statements related to this Indenture and all supplements hereto, the Loan Agreements and all supplements thereto and such other documents as may be necessary to be kept and filed in such manner and in such places as may be required by law in order to preserve and pro~ect fully the security of the Owners of the Bonds and the rights of the Trustee hereunder. In carrying OUt its duties under this Section 13.04, the Trustee shall be entitled to rely on an opinion of its counsel specifying what actions are required to comply with this Section 13.04. SECTION 13.05. Pckghts Under the Loan Agreements. The Loan Agreements, the form of which has been filed with the Trustee and duly executed counterparts of each of which will be retained by the Trustee, as required .by Section 13.06 hereof, set forth the covenants and obligations of the Council and the Borrowers, including provisions that the Loan Agreements may not be effectively amended without the concurring written consent of the Trustee, as provided in Article xII'hereof, and reference is hereby made to the Loan Agreements for a detailed statement of said cove- nants and obligations of the Borrowers under the Loan Agreements, and the Council. agrees that the Trustee in its name or to the extent permitted by law, in the name of the Council, may enforce all rights of the Council and all obligations of the Borrowers under the Loan Agreements (and waive the same except for rights expressly granted to the Council) on behalf of the Bondholders whether or not the Council is in default hereunder. SECTION 13.06. Poaseasion and Inapect.%on of Loan Agreements. The Trustee shall retain possession of an executed copy of each Loan Agreement to which it is a party or in which it has an interest and release them only in accordance with the provisions of this Indenture. The Council and the Trustee covenant and agree that all books and documents in their possession relating to the Loan Agreements and to the distribution of proceeds thereof shall at all times be open to inspection by such accountants or o~her agencies or persons as the other party or the Bond Insurer may from time to time designate. SECTION 13.07. PL-ovieion of Documents ~o Bondholders. If any Bondholder shall request of the Council or Trustee a copy of the Indenture, the Bond Insurance or any Loan Agreement, the Trustee shall, at the expense of the Bondholder, provide such Bondholder with a photocopy or other copy of any such document requested. 58 sECTION 13.08. Tax Covenants. (a) The Council shall not use or permit the use of any proceeds of the Bonds or any other funds of the Council, and the Trustee shall not use or permit the use of any proceeds of the Bonds or any other funds of the Council held by the Trustee, directly or indirectly, to acquire any securities or obligations, and shall not use or peri,it the use of any amounts received by the Council or Trustee with respect to the Loan Agreements in any manner, and shall not take or permit to be taken any other action or actions, which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of the Code. If at any time the Council is of the opinion that for purposes of this s~bsection (a) it is necessary to restrict or limit the yield on or change in any way the investment of any moneys held by the Trustee under this Indenture, the Council shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (b) The Council shall not use or permit the use of any proceeds of Bonds or any other funds of the Council, and the Trustee shall not use or permit the use of any proceeds of the Bonds or any other funds of the Council held by the Trustee, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Bonds being treated as a "private activity bond," as defined in Section 141 of the Code. (c) The Council and the Trustee shall at all times do and perform all acts and things permitted by law and this Indenture which are necessary or desirable in order to assure that interest paid on the Bonds will be excluded from gross income for purposes of Federal income taxation and shall take no action that would result in such interest not being excluded from Federal gross income. (d) The Council covenants that it will maintain adequate accounting records, and rebate investment income from the invest- ment of proceeds of the Bonds to the United States Treasury within the time allowed and in the manner specified by the Code and regu- lations and will otherwise comply with such laws and regulations. In order to insure compliance with the rebate provisions of Section 148(f) of the Code, the Council shall create the Rebate' Fund with a Series Account therein. Such Fund may be held by th6 Council or, at the option of the Council, by the Trustee. The Rebate Fund or any Account therein need not be maintained if the Council shall have received an Opinion of Bond Counsel acceptable 59 to the Council to the effect that failure to maintain the Rebate Fund or such Account therein shall not adversely affect the exclusion of interest on the Bonds from gross income for purposes of Federal income taxation. Moneys in the Rebate Fund shall not be considered moneys held under the Indenture and shall not constitute a part of the Trust Estate held for the benefit of the Bondholders or the Council. Moneys in the Rebate Fund (including earnings and deposits therein) shall be held for future payment to the United States Government as required by the regulations and as set forth in instructions delivered to the Council upon issuance of the Bonds. 6O ARTICLE XIV MISCELLANEOUS SECTION 14.01. Consents, eto., of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Bond- holders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Council, the Trustee and any subsequent Owners of the Bonds with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any person of any such writing My be proved by the certificate of any officer in any jurisdiction who by law has power to take ackn~ledp~nents within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of Bonds, and the date of owning the same shall be proved by ~he registration books of the Council maintained by the Registrar pursuant to Section 2.07 hereof. SECTION 14.02. L~a~.~on of l~ghts. With the exception of rights herein expressly conferred or as otherwise provided herein, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any person or company other than the parties hereto and the owners of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions herein contained~ this Indenture and all of the cove- nants, conditions and provisions hereof being intended to be and being for ~he sole and exclusive benefit of the parties hereto and the Owners of the Bonds as herein provided. The Bond Insurer is recognized as a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. SECTION 14.03. The Bond Insurer. Ail provisions in A~ticle III, IV, IX, X, XI, XII or XIII regarding consents, approvals, · directions, appointments or requests by the Bond Insurer shall be 61 deemed to not require or permit such consents, directions, appointments or requests by the Bond Insurer and shall be read as if the Bond Insurer were not~ mentioned therein during any time in which (a) the Bond Insurer is in default in its obligation to make payments under the Bond Insurance, (b) the Bond Insurance shall at any time for any reason cease to be valid and binding on the Bond Insurer, or shall be declared to be null and void by final and conclusive judicial determination, or the validity or enforce- ability of any provision thereof is being contested by the Bond Insurer or any governmental agency or authority, or if the Bond Insurer is denying further liability or obligation under the Bond Insurance, or (c) a final determination against the Bond Insurer, under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of the State of New York, whether now or hereafter in effect. SECTION 14.04. Severabilit~. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. SECTION 14.05. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram or telex, addressed to the parties as follows: Council: Florida M~nicipal Loan Council c/o Florida League of Cities 301 North Bronough Street Tallahassee, Florida 32301 Trustee, Paying Agent and Registrar: Bond Insurer: The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 14.06. Paymen~ Due on Saturdays, Sundays and Holidays. In any case where the date of payment of principal of or 62 interest on the Bonds or the date fixed for redemption of any Bonds shall be a Saturday or Sunday or a legal holiday in the city of 9ayment or a day or on which banking institutions are authorized by law to close in the city of 9ayment, then Dayment of interest or 9rincigal shall be made on the succeeding Business Day with the same force and effect as if made on the interest 9ayment date or the date of maturity or the date fixed for redemgtion. SECTION 14.07. Counterparts. This Indenture may be simultaneously executed in several counterpar=s, each of which, when so executed and delivered, shall be an original and all of which shall constitute but one and the same instrument. SECTION 14.08. At~li~able Provisions of Law. This Indenture shall be governed by and construed in acco=dance with the laws of the State. SECTION 14.09. Reporting P~quiz~mmnts. The Council will file or cause to be filed with the Bond Insurer any official statement issued by, or on behalf of, the Council in connection with the incurrence of any additional indebtedness by such Council. [Balance of Page Intentionally Left Blank.] IN WITNESS WHEREOF, the Council has caused this Indenture to be executed on its behalf by its Chairman and the seal of the Council to be hereunto affixed and duly attested by its Vice- Chairman or Designated Member; and the Trustee, to evidence its acceptance of the trusts created hereunder, has caused this Indenture to be executed in its name by its duly authorized officers and its corporate seal to be hereunto affixed and duly attested, all as of the day and year first above written. FLORIDA MUNICIPAL LOAN COUNCIL [SEAL] Attest: By [Vice-Chairman] [Designated Member] Chairman [S~AL] [Name of Trustee] as Trustee ATTEST: By Title: By Title: 64 EXHIBIT A NO. R- $ Maturity Date= FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BOND SERIES Interest Rate= Dated Date= CUSIP: Registered Owner. Principal Amount, DOLLARS FLORIDA MUNICIPALLOANCOUNCIL, a legal entity and public body COZl0orate and politic duly created and existing under the Constitution and laws of the State of Florida (the "coUncil.), for value received, hereby promises to pay (but only out 9f the Revenues and other assets pledged therefor as hereinafter mentioned) to ~he Registered Owner identified above, or registered assigns, on the Maturity Date identified above (subject to any right of prior redemption hereinafter mentioned), the Principal Amount identified above, in lawful money of the United States of America; and to pay interest thereon in like lawful money from , yu}til payment of said Principal Amount has been made or y~-~-~0v~ded for, at the Interest Rate set forth above on 1, , and on each i and 1 thereafter (an "Interest Payment Date")· une---es~interest on this Bond is in default, in which event it shall bear interest from the last date to which interest has been paid until payment of such Principal Amount shall be discharged as provided in the Indenture hereinafter mentioned. The principal (or redemption price) hereof is payable upon presentatio9 hereof at the .principal office of , as Pay=ngAgent and Reg=strar (together with any successor thereto, the "Paying Agent" and the "Registrar"). Interest hereon is payable by check mailed, excep~ as provided in the In~--ture, to the person whose name appears on the bond regis- tration books maintained by the Registrar as the Registered Owner hereof as of the close of business on the 15th day of the calendar month preceding each Interest Payment Date, at such person's address as it appears on such registration books. This Bond is one of a duly authorized issue of bonds of the · Council designated as "Florida Municipal Loan Council Revenue Bonds, Series " (the "Bonds"), issued in the aggregate A-1 principal amount of Dollars ($ ), pursuant to the provisions of Chapter 163, part I, Florida Statutes, Chapter 159, Part I, Florida Statutes, Chapter 166, Part II, Florida Statutes, Chapter 126, Part I, Florida Statutes, and other applicable pro- visions of law (collectively, the "Act"), and pursuant to a Trust Indenture, dated as of , between the Council and , (the "Trustee") (together with any supplements or amendments thereto, the "Indenture.). The Bonds are issued for the purpose of providing funds to make loans to (the "Borrowers") to finance, refinance or reimburse the costs of various capital projects and to refund certain outstanding bonds of the Council, pursuant to loan agreements between the Council and such Borrowers (together with any supplements or amendments thereto, the "Loan Agreements"). Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. Reference is hereby made to the Indenture (a copy of which is on file at the principal corporate trust office of the Trustee) and to the Act for a description of the rights and remedies thereunder (and limitations thereon) of the registered owners of the Bonds, of the nature and extent of the security, of the rights, duties and i~munities of the Trustee and of the r=ghts and obligations of the Council thereunder, to all the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds and the interest thereon are payable from Revenues (as defined in the Indenture) and are secured by a pledge and assignment of said Revenues and of amounts held in certain funds and accounts established pursuant to the Indenture (including proceeds of the sale of the Bonds until applied as set forth therein), subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and condi- tions set forth in the Indenture. The Bonds are further secured by an assignment of the right, title and interest of the Council in the Loan Agreements to the Trustee, to the extent and as more particularly described in the Indenture. The Bonds maturing on and before -------- 1, __ are not subject, to optional redemption prior to their respective maturities. The Bonds maturing on and after 1, are subject to redemption at the option of the Council on or after 1, D~eaSi.at - n whole at any time., or in part on any Interest Payment any manner determined by the Trustee in its discretion, during the following periods and at the following redemption prices, expressed as a percentage of the principal .amount of the Bonds to be redeemed, plus accrued interest to the redemption date~ A-2 Redemption Period ~Bo~h Dates Inclusive) The Series Bonds that mature on 1, are subject to mandatory redemption, in part, by lot, at redemption prices equal to 100% of the principal amount thereof, plus interest accrued to the redemption date, beginning on 1, , and on each I thereafter in the following principal amounts in the following years, In addition, the Bcn~s are subject to mandatory redemption at any time, in whole or in part, at a redem~tionprice of the princi- pal amount thereof plus accrued interest to the redemption date, without premium, but only with the approval of the Bond Insurer, from all amounts received by the Trustee as a result of an accel- eration of any Loan or Loans made from the proceeds of the Bonds (the "Liquidatio~ Proceeds"). If Bonds are to be redeemed in part by mandatory rectem~tion, ~he Bonds to be redeemed will be selected on a proportionate basis from among all of the maturities of such Bonds and within each maturity by lot. Bonds to be redeemed in each year on a proportionate basis shall be selected with such proportionate basis to be determined by the Trustee by multiplying the total amount of Liquidation Proceeds from such Loan by the ratio which the principal portion of scheduled Loan Repayments of such Loan in each Bond Year bears to the total principal ammunt of such Loan. In the case of every redemption, the Registrar, at the direc- tion of the Trustee, shall cause notice of such redemption to be given to the Registered Owner .of any Bonds designated for redemp- tion in whole or in part as provided in the Indenture. The failure of the Regis=rat to give notice to a Bondholder or any defect in such notice shell not affec~ the validity of the redemption of any othe~ Bonds. On the redeu~tion date, the principal amo.unt and premzum, if any, of each Bond to be redeemed, together wxth the accrued interest thereon to such date, shall become due and pay: able; ~rom and after such date of redemption (such notice having been gxven and moneys available solely for such redem~tionheing on deposit with the Trustee), the Bonds or portions thereof to be redeemed shall not be deemed to be outstandingunder the Indenture, and the council shall be under no further liability in respect thereof. In ~he event that the Bond Insurer shall make any payments of principal of and/or interest on any of the Bonds pursuant to the terms of the municipal bond insurance policy, and the Bonds are accelerated or redeemed pursuant to the terms of the Indenture or Loan, the Bond Insurer may pay all or a portion of amounts due under the Bonds to the Owners thereof prior to the stated maturity dates thereof. If an Event of Default (as defined in the Indenture) shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be rescinded. The Indenture and the rights and obligations of the Council and of the Bondholders and of the Trustee may be modified or amended from time to time and at any time, without consent of the Bondholders in the manner, to the extent and upon the terms pro- vided in the Indenture. The Bonds are limited obligations of the Councit and are not a lien or charge upon the funds or property of the Council, except to. the extent of the ~erein mentioned .pledgeand as?ignment. NeLther the State of Florzda nor the Councxl shall be oblLgated to pay the principal of the Bonds, or the interest thereon, except from Revenues received by the Council, and neither the faith and credit nor the taxing power of ~he State of Florida or of any poli- tical subdivision or any municipal corporation thereof is pledged to the payment of the principal of, or interest on, the Bonds. The Bonds are not a debt of the State of Florida and said State is not liable for the payment thereof. It is hereby certifie~ and recited that any and all condi- tions, things and acts required to exxst, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Act, as hereinafter defined, and by the Constitution and laws of the State of Florida, and =hat the amount of this Bond, together with all other indebtedness of the Council, does not exceed any limit prescribed by the'Act, or by the Constitution and laws of the State of Florida, and is not in excess of the amount of Bonds permitted to be issuedunder the Indenture. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the Registrar. A-4 IN wITNESS ~%IEREOF, FLORIDA MUNICIPA~ LOAN COUNCIL has caused this. B.o. nd t.o be execut.ed in i. ts name .a~.d on its behalf by the facs~u~tle s~gnature of ~ts Chairman and ~ts seal to be reproduced hereon by facsimile and attested by the facsimile signature of its vice-Chairman, all as of the date of the Bonds. (SEAL) FLORIDA MUNICIPAL LOAN COUNCIL By Chairman vice-Chairman VALIDATION CERTIFICATE This Bond is one of a series of Bonds which were validated and confirmed by judgment of the Circuit Court for County, Florida, rendered on , Chairman CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds Indenture. Date of Authentication, described in the within-mentioned [Trustee] as Registrar By Authorized Signer For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of the Registrar with full power of substitution in the premises. Dated, Signature guaranteed, Ao6 STATEMENT OF INSURANCE A-7