Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
R-89-0469
�`a • �I'M t 11 51Si�9 89-4 9. RESOLUTION NO. --- i A RESOLUTION, tgITH ATTACHMENT, APPROVING AND RATIFYING THE PARTICIPATION AGREEMENT, IN SU$STANTIALLY THE FORD ATTACHED EXHIBIT ' 'fir T©. EVIDENCE THE. LOANING OF ?, FUNDS FROM THE FIRST MUNICIPAL LOAN COUNCIL'S POOLED LOAN PROGRAM TO > THE CITY OF MIAMI, FLORIDA; FURTHER DESIGNATING AND AUTHORISING THE MAYOR AND CITY MANAGER TO EXECUTE AND DELIVER THE PARTICIPATION AGREEMENT AND ALL RELATED DOCUMENTS. !III PERM' RUMMIA-U. Y�e➢,t #' '.. t i ,fir ��d�R�F r 7 ARTICLE X or DEEAUM AND MEMO 1�e6ti6n 10.01 Eve6ts of Default befined•....• .... ' X-1 �:"''�';` .< Seotioti� 1G.02 Notice of Default r. ♦ • • . t. • a. • r • . • . + _ et3trn 10.03 Remedies on Default.. • .,. ... • • • • X�3 _ felatloft 10.04 Right of -Agent SAnk to'Direct 1-4 = Section 10.05 Attotneys+6es and other Expenses.. _.. Section 10.06 Application of Moneys.......•.•..•.. X-4 y, Section 10.07 No -Remedy E�cclusive= Waiver, Notice............'.....,....... X�5 ARTICLE XI REBATE OF EXCESS FUNDS Section 11.01 Rebate of Excess Funds .............. XI-1 ARTICLE XII MISCELLANEOUS - Section 12.01 Certain Provisions Not Applicable... XII-1 Section 12.02 Notices ...............••............ XII-1 XII-2 Section 12.03 Binding Effect ...................... Section 12.04 Severability....•.•................. XII-2 Section 12.05 Amendments, Changes and Modifications ..................... XII-2 Section 12 .06 Execution in Counterparts........... XII-2 Section 12.07 Applicable Law ..................•... XII-2 Section 12.08 Benefit of.Bondholders, the Agent — Bank; Compliance with Indenture•.. XII 3 Section 12.09 Consents and.Approvals....:.•.....•.* XII 3 Section 12.10 Immunity of Officers, Employees.and, Members of Council........•........ XII-3 Section 12.11_ Captions.... .: Section 12.12 No Pecuniary Liability -of council... XII-3 F{- Section 12.13 Payments. Due on Saturdays,, Sundays = r and Holidays ....•...•.......:.:... XIi-4 Section 12.14 Right ofothers to Perform Public _ Agency's Covenants XII Section 12.15" Termination of the Agent Bank's F Rights ........................... XII-4 r; 9 { Y dd Y7 _ r r k EXHIBIT A Project Description EXHIBIT B fcheftl* of Disbutsements EXHIBIT C Permitted Encumbrances EXHIBIT b Required Consents _= - EXHIBIT E 'Special Covenants and Financial Ratios EXHIBIT F Certified Resolution IEIT G opinion of Public A encp's Counsel EXHIBIT H Certificate of Pubic Agency in Connection With Loan to lFinance Pro?ect EXHIBIT I insurance Coverage Provisions. EXHIBIT J Other Conditions Precedent" 1,11M K4 Incumbency Certificate EXHIBIT Other befauits EXHIBIT N Excluded Provisions' EXHIBIT N Principal Amortization Schedule EXHIBIT p Additional Representations EXHIBIT P Certificate as to Public Meeting - EXHIBIT Q Certificate Regarding Governing Y instruments _ r - - i PARTICIPATION ASRSERM �'- This Participation Agreement, dated as of 1 1.989, and entered into between the First Municir5pal 'Man t ountil (the "Council"), an unincorporated governmental fir, association whose membership is limited to Florida munici- lities and counties created pursuant to that certain Inter- ocal,AgreeAent, as hereinafter defined, by and among certain duly constituted counties and municipalities in the State of Florida• such Interlocal Agreement being executed by ouch public agencies as herein and by the Council hereafter pro- - vidad,.and the City of Miami, Florida ("the public Agency")* a duly`tonstituted municipality under the laws of the State of Florida '(the "State"). - W I T N E S 9 E T A e — — — — — — — — WSEREAS, pursuant to the authority.of the herein- after defined Act, the Council desires'lto loan to ,the Public Aggency the amount necessary to enable the Public Agency to. - finance refinance or provide reimbursement for the cost of acquiring, equipping, constructing,.renovating or 'remodeling the Project, as hereinafter defined, and the Public Agency desires to borrow such amount from the Council subject to the terms and conditions of and for the purposes set forth in this'Participation Agreement; and — WHEREAS, the Council is a public.body duly created, Organized and existing under and by virtue of the Interlocal _ Agreement, such Interlocil Agreement constituting an intex local agreement executed'by the Participating Public Agencies — thereinafter referred to) in accordance with the Florida Interlocal Cooperation Act of 1969, being Part I of Chapter 163, Florida, Statutes, as amended (the "Interlocal Act") and is a properly"constituted unincorporated''associat-ion whose'= :— me"e.rship` is=,limited tt_:,rlorida municipalities and counties pursuant to"'the -Interlocal Agree0eint and -is acting =on 'behalf of `and"as.the agent for'the I participating,, duly- constituted" municipalities (the "Municipalities") and counties (the 4- "Counties") --in the State (sometimes hereinafter collectively referred to'as*the "Participating Public Agencies"), such Interlocai°Agreement"being entered into by and 4mong"such. Participating Public Agencies as may participate in the Progi'", hereinafter referred to; and WHEREAS# the Council has determined that there"is substantial'need'within' the State for afinancing'grogram`" ,. F f t� A. s r sMAI F r (the ".Program") which will provide funds for qualifying municipal and county capital projects for the Participating public Agencies; and EREAS,.the CounWH cil isauthorizedunder the Act. to'3asue.i.ts revenue bondsto provide funds for such put - poses; and = WHEREAS, the Council has determined that the public interest will best be served and that the purposes of the Interlocal Act can be more advantageously obtained by -the council's issuance of variable and/or fixed rate revenue bonds in order to loan funds to the Participating Public Agencies to finance qualifying municipal and county capital projects; and WHEREAS, in furtherance of the foregoing, the Council has issued certain adjustable convertible extendable revenue bonds known as "First Municipal Loan Council Pooled Loan Program Revenue Bonds, Series 1985 (Florida League of =_ Cities First Municipal Loan Program)" (the "Bonds") pursuant to the terms of a certain Trust Indenture dated as of Decem- =_ ber 1, 1985 between the Council and the Trustee (as defined herein) as amended by that certain First Supplemental Trust Indenture dated as of May 1, 1986 and that certain Second Supplemental Trust Indenture dated as of December 1, 1988 (such amended Trust Indenture as at any time amended or supplemented, referred to as the "Indenture"); and WHEREAS, the Council has entered into the Credit Agreement has defined herein) with a certain financial institution therein named in order to provide credit enhance-. went for certain of the Council's obligations under the Bonds; and WHEREAS, the Public Agency is authorized under and pursuant to Part I of Chapter 159 Florida Statutes, as amended,, and Part I of Chapter 125, Florida Statutes, as amended, to rw - enter into this Participation Agreement for the purposes set }hi forth herein; and r+ ' WHEREAS, the,Council is authorized under and pur- suant to Part I of Chapter 163 Florida Statutes, as amended _ to; enter into this Participation Agreement for the. purposes setforth herein; and VDF rt K WHEREAS,.the Council and the Public Agency have k determined that the provision of funds by the Council to the Public Agency pursuant to the terms of this Participation -2- 'jr k n ..r •.f& T Y y f •�a�A �i �'u � � 'i F ��. f NO tx. r x3c •� F- Y -.. _ xxTt k# 7 t t! LY tL !�t -74 t x e: , t I f 1 � `�?•*ix i� xF4 �yn� 4 t 3 a j t � ARTICLE I r DEFINITIONS Unless the context of uae indicates another mean- ing or intent# the following words and terms as used in this have the following meanings participation Agreement shall (or the meaning specified in the Section hereof or in the J document herein reforenced)o and any other words and terms defined herein'which are defined in the Inden- - _ not otherwise tune. -Shall have the meanings as therein defined. _- "Accountant" or "Accountants" means_an independent certified p'ufi c accountant o ofirm of independent certi- -� fled public accountants as to whom the Trustee and the Agent Bank make no reasonable objection. _ "Accounts" has the meaning given such term in the Indenture.:_--___.— "Act" means, collectively, the Interlocal Act, Part I of C a ter 159, Florida Statutes, -as amended, Part tI r of Chapter 166, Florida Statutes, as amended, Part I`.of Chapter-125, Florida°Statutes,'•as amended, and all other applicable provisions of law. "Act of Bankruptcy" means, with respect to any Person, a petonecC by or against such' Person seeking relief as:a.debtor under the federal bankruptcy:laws or:under any:other•similar applicable,law,or.statute of the -United States-- of > America or: of . the State relating m to , bankruptcy• or Insolvency. "Addition�l__"PPa�a �maents" means the ongoing Expenses..-., and- the, payments - required be made by'. the Public Agency ursuant to Section 5.03of:this.Part c at on' e remen P t. "Administration Agreement" means that certain-,, - Program!AdmTn strat on ~Agreement dated--. as.: of ° September A26,'::` 1985 by1And.between the Council and the Administrator, as amended and supplemented from time to time. u. "Administ=ator".means the Florida League�of Cities, r Inc. • a=` FlorTaa-nonpro i t corporation,!-,or� such., other :program f # , administrator. selected by the: Councilt,and- approved}13y .the:: Trustee'- -and' thew Banks' to administer', the making; -."originating and,administration of the Loans�or` any,-- portfon`'thereof .and.: to' act �' as the'. Council' s agent to = the' extent set_' forth '� in the Administration Agreement: -r I-1 u-: s a r � � �f `i���� t �rlt����•��j� +Y��'� r� � if�ru� +Nf 1 *f +, 1 .� �� g4 AL "Advance" means the placement into the Allocated Account of un s or the Public Agency from the Moan Fund pursuant to Article III hereof, The principal of the Public Agency's moan shall be deemed fully loaned to the Public Agency as of the date hereof but disbursement of such amounts shall be made only in accordance with the terms of the Par- ti,oipation Agreement. Bank" or "Banks" means The Sumitomo Bank, qent Limitedr act through its New York Branch as the issuer of an Alternate Credit Facility, and includes any issuer or issuers of an Alternate Credit Facility (including any banks substituted in accordance with Section 1.02(11) of the Indenture) with respect to the Bonds. "Allocable Share" has the meaning given such term in the Indenture. ."Alternate Credit Facility" has the meaning given such terminthe in enture. .Y� "Arbitrage Regulations" means the final income tax J- regulations (26 CFR* Part 1) pu'blished in the Federal Regi- ster for June 7, 1979 (44 FR 32657) under Section 103(c) of = the Code as the same may be amended or supplemented or pro- posed to be'amended or supplemented from time to time. "Authorized Representative" means, when used per- taining tot the Councllr the Chairman of the Board -of Direc-tors thereofand such other. -designated member,, agent or .. representative as may hereafter be selected by Council reso- lution and, when used with reference to a Public Agency, means the person or persons designated in the resolution 'or ordinance delivered pursuant,to.Section 4.03(a) orotherwise designated�by the.Public Agency in,writing'.to the -Council, the Trustee<,and the,Agent.,Bank and when,used�with reference to`the:Agent Bank shall<mean°.°any`officer'ther.eof,:and, when ; used with-reference°.to an;act�or document 41so means any other;, -person authorized -by resolution to perform -_such--act or sign such document. "Available Moneys" means (i) with respect toany Loan Repayments:,'moneys that'have'been hel& on deposit with the -Trustee .*for .at .least ;.one' hundred ` twenty-three (123') .days 4' during.which;no"Act ofBankruptcy°shall have•occurrel with'--: regard=:to-the Public Agency making said Loan Repayment unless such Act of Bankruptcy shall have been dismissed and such dismissal shall be ' f inal P,and :not ,-subject ,:to appeal;' . r (`ii,).1-moneys drawn .under .a _Public Agency Letter : of ,,Credit; (iii) moneys which are derived from the proceeds of other I-2 t � Y: bonds or 'obligations issued for the purpose of refunding the { ` Bonds or payment hereunder , but only if the Trustee receives unqualified opinion of Counsel acceptable to the Trustee 'an and the Banks that payment of such amounts to the Bondholders_ not constitute avoidable preferences under or the Banks would Section 544 or 547 of the United States Bankruptcy Code in under the iz the event of a filing of a petition for relief by or against the Council or r E�nited States Bankruptcy Code any Public Agency; (iv) moneys which are proceeds of the Bonds and which have been continuously on deposit in the e :Funds and Accounts created by the indenture; or (v) moneys received by the Trustee from the Bank or under the Letter of Credit or Alternate Credit Facility. "Bunk_ Bonds" has the meaning given such term in the Indenture. _ "Base Rate" means the rate of interest established .by the Agent Band -from time to time as its prime lending rate for commercial loans in the United States (which rate its lowest rate of interest). Each change :�- is not necessarily in the Base Rate shall be effective as of the opening of business on the effective date of such change in the Base Rate. _ "Beard" means the governing body of the Public Agency. "Bond Counsel" means Foley & Lardner & Sill, Tampa, Florida or an -other nationally recognized bond counsel rea- sonably acceptable to the Council, the Agent Bank and the Trustee. mmeans the pooled loan program of "Bond Program" the -Council authorized by resolution for a period commencing - on December 30, 1985 and ending December 15, 1995, unless earlier terininated'pursuant to -the terms of:the indenture an d pursuant to which costs 'of : the. qualifying capital :pro - _ ejects -of Participating Public Agencies will be financed, refinanced or reimbursed from the proceeds of the Bonds. "Bondholder" means the .:registered; owner. of: 'any: Bond. v "Bonds" means the.Courncil's`Pooled Loan Program Revenue Bonds, Series 1985 (Florida League of Cities First MunicipalLoan,Program) issued pursuant to'`Article #I of the Indenture. ; "Business Day" means any day excluding Saturday, r Sunday and any on which banks in New York City or the 1-3 jNgw 1 3 ■ City in whioh tht principal Corporate trust office of the - Trustee is located are authorised by law or other govetntnen- .Y tal action to closei "Capital Loss" - Section 5.04. } "Chosi'n " means the closing of an Advance pursuant +a to the Indenture and this Participation Agreement -� "Code" means the internal Revenue Code of 1954,- as amenrled , and tie regulations promulgated or proposed there- e under. - - "Collateral Documents" means any escrow agreements, guaranties._ ee s or trust, security or pledge agreements 'docutaents, including a Public Agency Letter of _ and: other Credit, if any, required by the Banks under Section 4.03 of - this Participation Agreement, fn form and substance accept- Agency's obliga- - able to the Banks, and securing the Public If no Collateral tion under this Participation Agreement. are required by the Hanks, any further reference Documents to Collateral.Documents.in this Participation Agreement shall - be of no force or effect. "Commencement Date" means' the date when the term of -= this Par_tic pat on Agreement begins and the obligations of the — -- Public Agency hereunder='to make Loan Repayments accrues: - "Consents"';- Section-2.01(f) "Correlative Bonds" means those Bonds which have erte to bear interest at -,a Fixed Interest Rate - been'conv, pursuant io`Section 5.09 hereof and Section 2.14 of the - Indenture. "Correlative' Loan" -and ."Corrrelative'-Partic action We aver --t a respective mean ngs g ven such terms in the Indenture. "Counsel" means an attorney or firm of attorneys _ duly, practipe law before the highest' court 'of radmitt-07 any state- and,: without=limitation, may include -legal counsel for either "the Council or the Public.,Agency. � "Council" - Introductory paragraph. ` ^Count " -Preambles. 9 1-4 r 3r 1 77777777777 - - - v f �AF�if 47; k 1'. 3 r ..�r iirR�ki ,z- w; �'F a ilgsr71 4sV ?- _ �5 pity in which the principal ootporate trust office of the Trustee is located ate authoriked by law or other governmen" tal action to olose.x` "Cai.tsl_,oss" Section 5.04.._ "CIO " means the closing of an Advance pursuant to the Indenture and this Participation Agreement. "Code" Means the Internal Revenue Code of 1954# as �4 atttendedr an3"tFe regulations promulgated or proposed there-- under. "collateral Documents means any escrow agreements# guarantiest ee s Of trust# security or pledge agreements of 4 and other documents# including a Public Agency Letter if required by the Banks under Section 4.03 of Credit, any# this Participation Agreement, in form and substance accept able to the Banks, and securing the Public Agency's obliga- if Collateral Lion under this Participation Agreement& no required by the Banks# any further reference Documents are to Collateral. Documents_in this Participation Aqreement shall be of no force or effect.— ."Commencement Date" means the date when the term of begins and the obligations of the this Partic pat on Agreement Public Agency hereunder to make Loan Repayments accrues. "Consents" - Section 2.01(f). { "Correlative Bonds".means those Bonds which have been converted to bear interest at'a Fixed Interest Rate pursuant-td Section' 5.09 hereof and Section 2.14 of the Indenture. "Correlative ;Loan" and "Correia_, t� ive Participation A reement"have �t e' respective` meanings given such= terms � the Indenture. "Counsel" means an attorney or firm of attorneys of _ H} dulyy admittand07to practice' law` before the} highest= court -= any s,_`=iim3tat ion.` may_ include legal counsel tate without for eitherthe CounC11' or-- the Public Agency. �w "Council" - Introductory paragraph. "County" - Preambles. { I-4 £ ,, 4 s` i �d 1� Mkt j7' 4 i 1-4 . "Credo Agreement" means the Reimbursement Agree- � p ment dated as o. Novem er 14, 1988 between Council and the _= = Agent Rank including any amendments and supplements thereto, and any agreement pursuant to which an Alternate Credit - f'acil.ity is issued. "CreditAareetnent means a fluctuating rate �- _Rate" of interest per annum (w ch rate shall change as and when Rase Rate changes and shall be computed on actual -days J the elapsed and year of 360 days).equal to (a) prior to maturity _ ' a of the applicable obligation (whether by acceleration or by - otherwise), the Rase Rate and (b) after maturity (whether acceleration or otherwise) until paid, the Base Rate plus 3%. — "Debt Service Reserve Fund" means the fund by that name establ-i-shed pursuant to section 5.06 of the Indenture. "Default" Section 10.01. "Default Date" - Section 5.01. "Default Rate" means a rate per annum equal to (i) prior to any' ate of acceleration pursuant to Article X hereof, for the period from the due date through the -date which is ten -working days thereafter, the .interest rate then accruing on :the principal amount of the Loan .plus a rate _ (determined by the Trustee whose determination shall be con- .; clusive) sufficient to reflect the lost reinvestment earnings - and other costs and expenses caused to the Bond Program by of such late payment and (ii) after such 10-day period, reason or on and after the date of any -acceleration pursuant to - Article X hereof, the Base Rate plus three percent (3%) (com- puted on the basis of actual days elapsed and a 360 day year). "Earnings Fund" means the fund by: that name esta- - blished'pursuant,to Section 5.10 of the:Indenture. - "Event of Default". - Section :10.01-. - "Existin Debt" means those obligations ,-of.the. Public :Agency describedin Exhibit A hereto,; if - zany; - which fru obligations are to- be paid or ,re.tired with the- proceeds of , ,= the Soap. - Sz -" Expiration Date" means the Expiration.Date:as r defined ,in the -Credit Agreement: } 1: , a f� a.. F T- "Fbeo .lnte.e .,Rate" has the meaning given to such term -in the indenture. "" has the meaning given such term in the Indenture. lden w Preambles. "I nterest.,_Paymernt .._ate" has the meaning given such term in.the indenture. "rnterlocal Act". -:Preambles. "tnterlocal A reement" means that certain Inter- 10061 Agreem`entt by and among various Municipalities and Counties pursuant to which the Council was created, as the same may be from time to time amended. " ssuance Date" means the date on which the Bonds o were origins y. ssued that date being December 30, 1985. "Letter of::Credit'..means the irrevocable transfer- able direct -:draw etter o credit made available by the,Banks pursuant to, ;the,'Cr"edit ,Agreementp,, as ,amended,. substituted,' extended or otherwise and an other; liquidity and credit facilityrprovided under.any Alternate.Credit Facility. "Loan";means an amount equal to the,aggregate principal amount df all Advances, "Loan Fund",_ ,has .the meaning given such ,term in. the Indenture. " oan'Pa ment:Perio_d. means.(a) duri ng .such. time L " as the Bond a er nterest at a Rate or -art AFixed%:lnter.est in the Semiannual Mode, or; Long Mode..: ( each as defined)ih ::the ,, indenture),!.,tfi ;period' from .and -including_-' first; calendar , day of a month to and including the last calendar day Hof such month during.; such time .as ;Bonds. are in; ak ,the Daily Mode,. Flex ble,14o e, Weekly ._Modeor.' Moathly_� Modes::(all ,< r nterest:; as 1 the Indenture) ,or bear < i,x at t#�e Credit l ,defined Agreement Rate, the period from and including the first: Business: Day; of,. each month to and including the; day.,; imme- diatei y preceding the firstBusiness Day of the< next month t (whether or "rtot such `day is a Business :Day,} . if the method r`1 of determining the merest rate on ; tk�"e Bonc)s changes between t (a) and (b) `above, the,girst Loan.Payment;.Period,under.,the,::. Ir6 i.A ",4YkE +t.J Y 'f 'J xTG 2 .i��'` -, r ii! ssYYss33 yy1i _ T Y ;,AWL new method shall begin on'the day it would have begun under 'i 4z the old method-and,end on.the day it would under the new method. , "Loan .late* means the rate of interest composed � and calculate <as provided in Section S.02 of this Partici- : pation Agreement. "Loan Repayments",means all required payments:of '- principal, and interest at the Loan Rate# on the Loan.- "Loan;Term" means the term provided for in Article this Participation AgreeMent , unless otherwise acceler�- Iv of ated pursuant to Section, 1043(a)hereof e r «Municipality" —Preambles. "Ongoing Ex enhes" - Section 5.02(A). _ "Optional Prepayment Price" means: (a) with respect to.a prepayment in wholej,. the amount determined by.the'Trustee which the Public Agencylshall-pay the Trustee in order to _ prepay the:Loan in full, which amounttshallbe equalsto:(i) the -amount of: any.-past:due.Loan.Repay- ments;and-Unreimbursable'Additional-Payments togetherwith--interest' at -the; Default Rate`,on . such past=due Loan Repayments and Onreimbursable Addi- tional-Paymentsto" the date of ,such -payment in - full . if , any= � (ii) the: accrued interest -:at l the Loan, -,.Rate on the�outstanding principal amount of the..Loah',(exclusive of ,amounts,. specified in (i) above),and accrued-,Unreimbursable AdditionalA:Pay ments since- the. last, -Loan Repayment date -Ito-the', date of such payment in. full t (i ii) -the= unpaid_ . principal _,amount�of the Loan;under::this:Part cipa- t_ lion Agreement=' , (iv ) ;•interest :accruing,=on they Loan together with Additional Payments to be incurred_ from = he date, of ouch payment until such payment: _ ... ` lied to redeem Bank Bonds or to reimburse . r may be app >0 the Hanks for the related redemption of sonde pur suant ='to `Article . III of the indenture; (4) the premium, :-if . any, duel on anyBoncis :redeemed: pursuant toy.Section 3 , 02 --of the indenture as a rof the redemption related to the payment of the Op- tional .Prepayment .Pricear and (vi) subjectxrto Sec : ton 5.06 hereof -(to the extent then' applicable in n the opinion of Bond Counsel to any amount required to be paid pursuant to this clause (vi)), the ,w s I-? +�� � 1 �• A�'),�f 5 �rl � i L � � 4}r ��n��F J t unpaid amount of the Public Agency's Pro Rata Share � fit= _ - of any Capital Loss then payable by the Public e Agency under Section 5.04; and ; (b) with respect to a partial prepayment, the amount determined by the Trustee which the Public Agency shall, so long as the Public Agency is not in order in default hereunder, pay to the Trustee to partially prepay the Loan which amount shall be w -, equal tot (i) the accrued interest at the Loan Rate on the outstanding principal amount of the Loan to be and a percentage (as hereinafter =- prepaid defined) of accrued Unreimbursable Additional Pay- ments since the last Loan Repayment date to the date of such partial prepayment; (ii) the amount of the unpaid principal amount of the Loan under— this participation Agreement to be prepaid; (iii) a percentage of the interest accruing on the Loan — together with Additional Payments to be incurred from the date of such payment until such payment '_- may be applied to redeem Bank Bonds or to reimburse =_ the Banks for the related redemption of Bonds pur-- suant`to Article III of the Indenture; (iv) the premium, if any, due on the Bonds pursuant to Article 3.02 of the Indenture as a result of the redemption related to the payment of the Optional Prepayment Price; and (v) subject to Section 5.06 hereof -(to the':extent then applicable in the opin- ion of Bond Counsel to any amount required to be paid pursuant to this clause (v)), a -percentage of the unpaid amount of the Public Agency's Pro Rata Share of '_any Capital Loss then payable by -the Public Agency 'under Section 5.04 hereof. The, _ "percentage" for purposes 'of this paragraph (b) shall be determined by dividing=the,amount�of-the — _ Loan'to-,be prepaid'by the total outstanding prin- cipal amount 'of -thee Zoan 'under ..this Participation - Agreement immediately prior.to such -,prepayment. -"Parity Date" has the meaning given such term in the -' Indenture. - "Partiri ation Reservation Fee,A.reement" shall mean` that certain, -agreement ate -., as ,.of Apr a , r-1989 'tas -- amended'' between,: the' Council ._ and -the Public`=Agency. "Participating Public Agencies" - Preambles. -$ gR J qi L iSn'�.�..�ig E .'re,'1. } "partiGi tion A teement" means this Participation Agreement, as am ncc e' - or nodifieu from time to time. "Permitted Encumbrances" means those encumbrances, if any, des-cribed in,ExhLbtt C _ ereto. "Person" means -an* a corporation, a partnershipv an association, a trust or any other entity or Okggftiaat.ion:including &-government or political subdivision or: sn. ,agency or instrumentality thereof. o "Princi al Amortization Schedule" means the prim- '_ - cipal payment schedule attar a tot s Participation Agree- r sent as Exhibit-N as such schedule may be;revised from time to time in accordance with the terms hereof. "Program" Preambles. "Pro ect" means the property which is financed, refinanced or re mbursed hereby and which is described in Exhibit,A as from time to time supplemented, with the appro- val of the Trustee, Bond Counsel and the Agent Bank. All , such property -shall constitute a qualifying "project" as such term is defined in Part I of Chapter 159, Florida Stat- utes,•Part'.II of'Chapter.166°, Florida Statutes, and/or Sec- _ tion 163.01, Florida Statutes. "Pro:'Rata Share".- Section 5.03(e). ; "Public Agency" - Introductory paragraph. "Public Agency Letter of Credit" means the letter of credit, if any, issued by a bank or other financial insti- tution satisfactory to : the.. Banks;: in favor-: of the- Trustee for the' account:: of .� the Public>, Agency to secure`: thee: Public A9ency's=:obligations-hereunder;as,and when due pursuant to ,t the terms hereof and of the Indenture. If no Public Agency t Letter of Credit is.: required by the Banks, any further�:'re-` ference-toa'the Public Agency Letter of Credit hereunder shall ; be of no force or effect. a "ReIIisrketin A ent.. means:. Shearson.; Lehman: Hutton; M` Inc., acting.. w tscapac ty as remarketing and rate ;setting agent for`the Bonds, or its successors and assigns or any, sy other entity,cor entities designated by the Council in:-wr-itin' g - ® pursuant: to-4the-:terms of the -,,indenture. I-g V-1 r _ �� r sip fr � e�'� t � �t a � �x z fi �,�r rh { . -�' ti � ' h ` �. .: � '� �. - J ��2�. k 4� h ARTICLE 11 itkpkESkNTAT10NS., WARRANT199 AND COVENANTS OP PtML1C ACENCY Section LCRe resentatiions _and Warranties. The , 3 4 Public Agency.represents-and warrants for the benefit or the Council, the Trustee, the Agent bank and. the Bondholders As follows: (a) Organization. and Authority. The Public Agency: (1) is located in the State and is a body politic, duly organized and validly existing and a political subdivision of the State constituting a public instrumentality; and (2) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its.activi- r ties as.now conducted and as presently proposed to be conducted. I. (b)Disclosure. There is no fact that the ,Full Public Agency; as. not specifically disclosedin writing to the.Agent°Bank and the Council (or the Administrator A cting on.,the:Council'.s behalf) prior tothe_.date of its execution hereof, that materially and adversely affects or -.(so far as the Public Agency can now foresee), that:will:,materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of,the Public Agency or the revenues of t e Publics Agency specifically. pledged -hereunder or '.the ability of the .Public Agency to perform .its obligations } under- this°;.Participation Agreement,,the Interlocal _Agreementz.and the Collateral Documents., The.j financial statements, including those delivered —.' pursuant to Section 2.02(f) of this Participation Agree- ment, this: Participation Agreement -:and ,any ,other written statement:. -furnished by -the - Public ,Agency: td .the Council (or the. Administrator. acting .on the. Council'°s behalf.)`: *7 or the,:Banks.- do .not- contain any untrue statement of a ',` - - material fact or omit to'state a material fact necessary s - to make -the statements contained therein ''or.'`heiein not 'the 'Public ; t` misleading. There :is no�, fact. known .to Agency '. which the: Public, Agency has not °disclosed' to the. Council. { (or the- Administrator: acting 'on the Council•s.-behalf) and the Agent Bank in writing, prior to- the date' of",, its execution hereof which materially adversely affects or, j II-1 i e ;F• �� ��f���`,y.�iL t t . ( L a is likely to Materially adversely affect the financial condition of the Public Agency, its ability to own and operate its property in the manner such property is currentY operated, its ability to make the payments under this Participation Agreement when and as the same become due and payable or the amount or the availability of the revenues of the Public Agency specifically pledged hereunder. (c) Pendinq Litigation. There are no proceedings pending• or o the now -ledge of the Public Agency threatened, against or affecting the Public Agency, prior to the date of its execution of this Participation Agreement,'in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) of the Public Agency, or the amount or the availability of the revenues of the Public Agency specifically pledged hereunder, or the Project or any of the consents granted or to be granted in connection therewith, or the existence or powers or ability'of the Public Agency to enter into and perform its obligations under this'Participation Agreement, the Interlocal Agreement and the Collateral Documents or to undertake the transactions contemplated hereunder and thereunder. (d) Bor'fowins Legal and Authorized. The execution and delivery o this Participation Agreement, the Inter - local Agreement and the ICollateral Documents, the con- edinmation of the transactions provided for in this Participation Agreement, -the Interlocal Agreement'and th6:"cbllateral Documents, the Project and the pledge of the`revenues'provided for herein and compliance by the Public Agency vith'the`provisions of this Participation Agreement,.the'tlnterlocal`-4greement and the Collateral Documents:' (1)-art within the municipal''powers of the Public Agency and have been duly and effectively authorized by-all,necessary action on the part of the Public Agency; (2)`4o note require approvaV by referendum of the qualified electors of- such Public Agency `or., if required, such 'approval has been duly obtained, has'_not�been challenge& by any judicial or other appropriate proceedings and remains in full force and effect; ,and k t {{ i 2 (3) do not and will not (i) conflict with or result in any breach of any of the terms, condi- tions or provisions of, 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 Public Agency pursuant to any indenture, loan agreement or other agreement or instrument (other than this Participation Agree- ment and the Collateral Documents) of restriction - to which the Public Agency is a party or by which the Public Agency, its properties or operations may be bound or (fi) with the giving of notice or the passage of time or both, constitute a breach or default of any such loan agreement, indenture or other agreement or instrument or so result in the creation or imposition of any lien# charges or encumbrance; nor will the same result in any vio- lation of the provisions of the Act, or any lawss, ordinances, governmental rules or regulations or court orders to which the Public Agency, its pro- perties or operations may be bound. (e) No Defaults. No event has occurred and no condition ex sts that' constitutes an Event of Default, or which, upon the execution and delivery of this Par- ticipation Agreement, the Interlocal Aqreement or the Collateral Documents, and/or the passage of time or giving of notice or both, would constitute an Event of Default. The Public Agency is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) here- tofore have been specifically consented to by the Coun cil and the Agent Bank and (ii) do.not, and shall not, have any material adverse effect on the transactions herein -contemplated and the'complfance by.the Public Agency with the terms hereof and of the Collateral Documents or have an adverse effect on the tax-exempt status of Program Bonds) 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.- (f)%,Governmental. Consent (1) The Public Agency has obtained, or will obtain prior to any Advance or disbursement relat- ing thereto# all permits, approvals an&:.findings of non -review ability (collectively, the "consents" required by any governmental=body!or officer fors-_- the acquisition and/or installation of the Project, including"°construction and renovation work,°the II-3 { 4,0�s i t L f _ i a t 1 financing or refinancing thereof or the reimburse - went of the Public Agency therefor, or the use of such Project, and, prior to any Advance, the Public Agency will obtain all other such permits, appro- vale and findings as may be necessary for the _ foregoing and for such Advance and the proper application thereof prior to such Advance; the — Public Agency has complied with all applicable provisions of law requiring any notification, _ declaration, filing or registration with any.court, £_ agency or other governmental body or officer in connection with the acquisition or installation of the Project, including construction and renovation work necessary for such installation, financing or refinancing thereof or reimbursement of the Public Agency therefor; and any such acquisition,. con- struction, installation, financing, refinancing or reimbursement contemplated in this Participation Agreement is consistent with, and does not violate or conflict with, the terms of any such court, agency or other governmental consent, order or other action which is applicable thereto. Each consent and the status thereof as of the date of this Participation Agreement is set forth in = Exhibit D hereto. `1 (2) No consent, approval or authorization of,{ or filing, registration or qualification with, any, court or governmental authority is required on the — part of the Public Agency as a condition to the I _ execution and delivery of this Participation Agree-_ - ment, the Interlocal Agreement or to;the.Collateral Documents or to amounts becoming outstandinq,,and the,.pledge of revenues hereunder except such,as _ _ : have :been duly obtained and are . in„ full force and effect. (g) Taxes. All federal and state tax or informa- # 'tion, returns,; s.tatements,..certificates -and, r.eporrts of the Public Agencyr, if any,,required by law to -be filed �= to .the date. hereof- in order' toes"tablish. and- maintain:,:_ the exemptions from; •taxation :under .the:.. laws of, -the - State, as amended and supplemented, and the Code .have been duly filed, (h) Compliance With Law. The Public.Agency:t (l) is in -compliance with all laws, ordinances,' governmental,rules and -regulations to which, it is ; subject and which arematerialto its properties, #; 'E II-4 y ,I �t ." ` ` ' 1 L,te ., r F '�yf,f`,ia,f ✓" F t �. - i- yr� `�,f fJa i�'7i;e'9.� � '+�• F"-wt.,__,,n� v� "r x� f 1 F t t F .. y..'CT%e _ operations, finances or status as a public instru- mentality and a body politic'of the State or are material to the execution hereof or the perform - knee of its obligations hereunder; and (2) has obtained all licenses# permits, fran" chises or other governmental authorizations neces- sary for its execution, delivery and performance of this Participation Agreement, the rnteriocal Agreement and the Collateral Documents# the making of the borrowings and the pledge of the revenues hereunder# and for the ownership of its property and the conduct of its activities, and agrees to obtain all such licenses, permits# franchises,or other governmental authorizations as may be required in the future in all cases where failure to obtain might materially and adversely affect the ability of the Public Agency to conduct.its activities as presently conducted or the condition (financial or otherwise) of the Public Agency or the,amount.or availability of the revenues pledged hereunder or the ability of'the Public Agency to.perform its obligations under this Participation Agreement, the Interlocal Agreement or the Collateral Docu- ments. �f) Use of Proceeds. The Public Agency will not use Any of,t a procee s of the Loan.to purchase or carry any."margin security" within the.meaning of,Regulation G ;or to purchase any "margin stock" Within..the meaning of Regulation U of the`Board of`Governors.of the Federal Reserve System,or in any manner that would cause -the;.,- Program Bonds.to be „arbitrage bonds" within the meaning of-Section'103(cj�'of the Code and the regulations promul- gated'thereunder-andCwill'take suchactionsas are neces- sary and within its power to assure that'the interest on the Program Bonds will not be.subject to Federal income ,;taxation .by ,:virtue virtue -'of .the ,Program 'Bonds .being "arbitrage bonds_." The.Publi'c Agency.will not,;use, dir-ectly,, or ;indirectly, the, proceeds .of the Loan :to make or - fisiance, loans,. to persons ,other., than. governmental unts::or .in_any. trade or: -business carried:on by anyl person other thin a_governmental:unit other than.as. a member; of .the general public.. The foregoing notwith-. standing , such . use sway :be - permitted , if specif cd1Ily - con- serited:to by.the Administrator and provided that, prior to such use, there shall be furnished to the Trustee and the .Banks a . legal opinion of Bond ._Counsel --,to .the effect that such,proposed.-.use would not adversely affect the tax exemption of interest on the Bonds or the Loan. II-5 s 89�j 6 Jai tfay ,i 1 y, 1 t ti�I� C y} 4_ r � t None of the, proceeds of the Loan are being or will be used to refinance any indebtedness arising from a loan �. to the Public Agency which was funded from the proceeds ' of obligations the interest on which is or was exempt �= from federal income taxes under existing statutes, regula- - tions or court decisions unless such use is specifically = approved by Bond Counsel and the other provisions of - subsection (k) of this Section are complied with* trot - withstanding any other provision of this Section 2.01(i), the Public Agency will not use the Proceeds of any Advance or use the Project or suffer or permit such Proceeds or the Project to be used in any manner which would,adversely affect the tax exemption of interest on the..Bonds otherwise afforded under Section 103(a) of the Code. Pro ect. All items constituting the Project ! are a pro ect as such term is defined in either Part I of Chapter 159, Florida Statutes, as amended. Part I of Chapter 125, Florida Statutes, as amended, and/or and - Section 163.01(7), Florida Statutes, as amended, constitute a project of the Public Agency. (k) Refinancinq Any Existing Debt of the Public Agency to be re un e , directly or indirectly, with proceeds from the Bonds was incurred by the Public Agency,,and.the proceeds of said indebtedness have been indebtedness of ;the Public - expended,..to pay or refinance Agency :which was initially incurred by the Public Agency '- to pay, and the proceeds of which were expended to pay, all or`aa portion.of.qualifying capital expenditures of — a Project owned and operated.by the Public Agency; And" - such refunding,- if any, _is in -the publi'c.interest and will assist the Public.Agency.in providing,'more`adequate municipal services, facilities and programs.:. } (1`) , 'Bindin Obligat—ion. This Participation; sL Agreement, t e interlocal Agreement 'and the Collateral` _ — Documents,:if anyj, are `legal,,valid'and,,binding' oblige- tions and'_agreements ;.of the Public Agency, 'enforceable �rt against-thePublic Agency.in'accordance with their res- the:enforceability"thereof - pective terms' except that may be limited by law$..relating..to,the bankruptcy or _- insolv..ency'of Public :Agency or other`.simil4r;laws._ ,the affecting creditors' rights generally or by.geBezal principles` of equity. (m) tom fiance with Act and Interlocal A reement. #M1 All agreements an transactions prov a or Mein or - 4; ,a II-6 ` ;h /+ 139 i j! 4 i T{ C vfr„� �.1 ,i} ti�..y`'v e S t� eN 4A� ,�Rp��'S~•� 3 ,,R `'t-.,-A' i4 ': 2 y,� t i,.L yfi-4 �l Wn tN 1r.-d.. {n�,ii� contemplated hereby are in full compliance with the terns of the tnterlocal Agreement and the Act. ) Notice__frOm.IRS. The Public Agency has not been notify of.any 11sting or proposed listing by the Internal Revenue Service to the effect that the Public Ais an issuer of obligations whose arbitrage gency certifications may not be relied upon.31 - (o) Additional Re resentations. The Public Agency - hereby makes t e additional representations and war- ranties set forth in Exhibit O attached hereto. Section 2.02 Covenants of Public Agency. The j Public Agency makes t e o ow ng covenants and repre-- sentations as of the date first above written and such `- covenants shall continue in full force and effect during the Loan Term and until all amounts due hereunder have 4: been paid in full: (a) Use of the Project. (1) The Public Agency will not,use or permit- the Project to be used.primarily for sectarian instruction or study or as a place of devotional activitiesaor religious worship or as a facility used:.primarily in connection with any -part of,the — program -of a school or department of divinity for any religious denomination or the training of — ministers, priests, rabbis or other similar persons in; the field.of religion or in,a manner which is prohibited by. the Establishment of Religion.Clause of the First Amendment to the Constitution of the UnitedStates and, the, decisions of, the United, States Supreme,Court,interpreting:the same:or-by — anyacomparable provisions -of the Constitution of: F the State.and the decisions in the Supreme Court of: the State.interpr.eting,the same or for any.. -other purpose not permitted by the Act. The.:_provsions is - — of. this:: Section shall zemain in. fu11l force. and the ef feet . notwithstandin9: the payment ,in . full.. and ahe- termination: of this: Agreement,. (2) - The Public Agency, will not,- use, the '.Pro-; ject or suffer. or::.permit. the. Project,,.tb be. used,, by ;- 64 any -:non-exempt person.(excet to thepextent; other- wise.provded in Section 201(i hereof}. or in '= any, manner; or to any extent which', would, result.:,in II-7 >E Y }3 ,• 'MY146a _ •t.. 'o tee. _ _ _ 5 � K any } N Y ,` L t f ��zY' 5 6' S 4 Lt i S Nei 4 pt �y a the loss of tax exemption of interest on the Bonds or the Loan otherwise afforded under Section l0(a) of the Code. .' (b) Coverants in.Exhibit.E. The Public Agency hereby _Makes sue pledges an ijants such security - interests as are provided in, and shall comply with the in b reference as if fully } which are hereto, the terms are incorporated herein � of set forth herein. (c) Insurance. The Public Agency shall obtain and maintal—n`t a insurance# if any, required in.Exhibit I hereto. (d) Liens. The Public Agency will not create,._._ incur or su€ er to exist . any lien, charge or encumbrance on its non -ad valorem revenues except in.accordance with the provisions of Exhibit, E hereto. (e) :Right of Inspection. The Council, the Trus- tee, the A m n strator, the Agent Bank.and,their.designated agents._shall have the,right,at all reasonable times during normal business hours to enter into and upon the property of the Public Agency for the purpose of inspecting_books.and records of the Public:Agency relating to ,,this.Participation;Agreement and,.the,transactions contemplated:hereby,:and..the Project including the;:.use: thereof:; by,,the: Public Agency. (.f) Deliver of Information to the Agent Bank. t t e A ant. Ban it • The Public Agency w 1 e ver o: g _ •_ (1) as soon as .available and in any.., event withini180, days after the, end of each fiscal- year;, an audited statement of the financial position of the Public,,Agency at -and as of the end oU such r`.:- fiscal' :year? -and -.the related -statements of revenues -` andf expenses, in fund: - _fund_abalances-and.;changes balances;= for: such_ fiscal year, all - reported on by Coopers &Lybrand .or other.-;indepeudent certified ublic accountants'acceptable.to,ihe-A9ent B pank, .. which acceptance will;: not;` be • unreasonably held, whose:; report;shall::state, that•such_,_financial " statementspresent fairly the financial position`- at and as of the end of such fiscal year and the results of operations -. ands changes in : f inancialh .. poaitlon for, such, fiscal years .and:,upon ,rece. pt.-by the'Public Agency of the accountant's management II-B 4 « letter, if any, the Public Agency will forward a - a E. copy of such management letter to the Agent Bank; (2) simultaneously with the delivery of each z a set of financial statements referred to in clause - (1) above, a certificate of an Authorised Represen- tative of the Public Agency (i) setting forth in � = reasonable detail the calculations required to establish whether the Public Agency was in com- pliance with the requirements of Section 2.02(b) _- = of this Participation Agreement on the date of - such financial statements and (ii) stating whether there exists on the date of such certificate any Event of Default or event which with notice or lapse of time or both would constitute an Event of Default and, if any Event of Default or such event r- then.exists, setting forth the details thereof and the action that the Public Agency is taking or proposes to take with respect thereto; and {T. (3) such further information concerning the { Public Agency, the revenues pledged hereunder or the Project as the Agent Bank may reasonably request. (g). Information. The Public Agency's chief financial.officer shall, at the reasonable request of the Agent Bank or the Trustee,`discuss.the Public Agency's financial matters with the Agent Bank or the Trustee and provide the Agent Bank with copies of any documents �- furnished by. the Public Agency to the Council, the;,. 'request Trustee or any Icredit rating service, or,(at the of the Agent Bank) to any lender to the Public Agency or to the agency.,of;the.State.in which information,..,. regarding the indebtedness of the.Public Agency is"filed. (h)'...Ex_ e� nses. In'addition to the payment obliga- 'a tions otherwise provided for in this Participation Agreement, the.Public-Agency will,,.upon;.,demand,by the Council or ,the .Agent -Bank, , pay an : amount , equal to ,all claims, reasonable costs and expenses whatsoever the.Agent Bank, the'Administrator or the'Counci1 may incur incident to the preparation, execution and delivery ofthis Participation Agreement, including, but,.not - _ limited.to (1) the current,. application fee, .if ,,any; .for` proposed participants in the.Bond Program and the f II-9 cost of reproducing this participation Agreement hi � and the Collateral Documents= (2) the reasonable fees and disbursements of ;. leonc] Counsel and counsel utilized by the Council, �- the Public Agency, And the Administrators _ (3) all other reanonablt of the Trustee (including the reaAonableket feesxandses disbursements of courigel retained by the Trustee), the Administrator and the Councils rm (e) the reasonable costs and expenses of any experts retained by the Council, the Agent Ban�C, '._ - or the Administrator iw connection with the Loan and a13 filing fees, taxes, title insurance premiums and similar costs incurred in connection with any security or pledgeaffected hereby or under the Collateral Documents; f< (5) all taxes in connection with the execution f,- and delivery of this Participation Agreement and the Collateral Documents, and all recording'and' - filing fees and stamp taxes relating thereto and t- to the pledge and assignment of the Council's"right, - title and interest in and to this Participation Agreement and the Collateral Documents pursuant to the Indenture and, if' applicable, under -Section` 5'16 of the Indenture and all expenses, including reasonable attorneys' -fees, relating to any amend- ments'waivers, consents or collection or enforce- ment proceedings pursuant -to the provisions hereof - or under the Collateral'Documentst-and (6) the fee payable to the Agent Bank under - _ the Credit Agreement with respect to"thin Partici- 1`pation'Agreement=to be paid upon -the ex hereof. : ,.. . i{ The provisions of this'paragraph'(h) shall survive i= the termination=of this'�Participation-.Agreement:'And the - paymentI-in full b the' -obligations of the Public Agency - hereunder. $- -�{`i) : A reement to °Reimburse' Certain Amounts. =3The`:° Public Agency w ,>but, only to=the, extent 'perm tted by s law;- pay' to or'- reimburse the- Council;? the:? Agent . Bank, _ the'�Remarketing Agent; the Tender � Agent, � the° Trustee, the Administrator, the State`, each'member Ofidir; commissioner, employee -and agent' of"any of the`Council, n=> d S. r s 12 the Agent banki the Remarketing Agentr the Trustee, the Administratoto the Tender Agent, the State and each other person# if any, who has the power, directly or indirectlyt to direct or cause the direction of the management and policies of any of the foregoingt an amount equal to all liabilities, losses# damages# costs and expenses (including reasonable attorneys' fees)t suitst claims and judgments of whatsoever kind and nature (including those in any manner directly or indirectly arising or resulting from# out of, or in connection withe any injury to, or death of# any person or any damage to property resulting from the use or operation of the Project) in any manner directly or indirectly (in any case, whether or not by way of the Public Agency# its successors and assigns, or directly or indirectly through the agents, contractorst employees, licensees or otherwise of the Public Agency or its successor and assigns) arising or resulting from, out of or in connection witho the Project# this Participa- tion Agreement, the Interlocal Agreement, the Collateral Documents or the breach or violation of any,agreementt covenant# representations or warranty of the Public;_ Agency set forth in this-Participation,Agreement,,Ithe Interlocal Agreement# the Collateral Documents qr.any document delivered pursuant hereto or thereto,or in connection herewith or therewith. In addition, the Public Agency will reimburse (on a subordinated.basis subject to the,prior.payment.jn- full of principal.and intereston,the Loan) all other Public Agencies participating in.the-Bond Programto the extent the Public Agency -has performed any act or failed>to perform any act and the result of.su.ch-action or,:failure to act is.that:the cost of 9 participatin in . the Bond Program by such Public Agencies is increased. Such reimbursement,,includes,, without:limitationj,,,:,any increased costs incurred by-other.part.icipating-Public Agencies.as a.result of the Public Agency:f.ailing:-to, make,a.payment .hereunder ; .when ,. ::due d or, any action or � inaction -of the Public-Agengy,which-adversely affects the.exemption from Federal income taxation of interest on.the Bonds or the Loan. Such payment orreimbursement:.described:...in.,the preceding two paragraphs shall not be restricted in any way by any.,limitation,on the :amount..or.:type.of',damages, compensation.dr.-benefits payable -under any�.Wo-rkersl- Compensation Acts,Disability-Benefit�Actsj, orzother employee benefits acts or. any,.other.similar laws ,,but.,,., may be1imited.by State law relating -to the;ability,-of r U Counties to reimburse parties for the actions Of such Counties to the extent the benefits Of such State law ta&y not be waived. -A person entitled to Payment Or reimbursement Put- suant to this deetion 2.02(1) shall promptly notify the M110 Agency in writing of any claim or action brought against it in respect of.which such reimbursem6nt may be bought against the Public Agency, setting forthe to the extent reasonably practicable under the circuit-, stances, the particulars of such claim or aftiOfio and the Public Agency will promptly assume the defense thereof, including the employment of competent counsel satisfactory to such person and the payment of all expenses related thereto. A person entitled to payment or reimbursement pur- suant to this Section 2.02(1) may employ separate coun- sel with respect to any such claim or action and parti- cipate in'the defense thereof, but, except as provided hereinr the fees and expenses of such separate counsel shall not be.payable by the Public Agency unless such employment has'been specifically authorized by the Public Agency or unless such employment.was occasioned by conflicts of interest between and among the persons entitled to payment or reimbursement pursuant to this Section 2.02(1) and/or the Public Agency. if the' -Pub lic Agency shall fail to assume the defense of any action as required hereunderr or# within'a reasonable time after commencement -of such action, shall fail to retain counsel satisfactory to such person entitled to payment or reimbursement pursuant tothisSect16n"' 2.02(1), the fees and expenses of counsel to such per- son hereunder-shall,'be paid by the Public Agency. All amounts payable to or.with respect to the Council under,this"Section 2.02 . (i) shall bedee*me&to be fees and expenses retained, by thie, Council for-'pUr" u e, se&of-_-thi provisions herdiof'and!'df� the'Ind0ht ri C'ills right . s ere - Poi ling with, assignment of,the Codn, h'' dLa under. The provisionsof I 'this :paragraph " {i)'shall survive thi'r t'e' m'in'ation,.. of: this Participation A#eem6fit* * i g��Under I the :Credit Agree - Certain, Amounts -'Ow n ment'. The PuViC Agency agrees to pay on emand�of,the : Agent Bank & proportionate share of amOu'h d'by t , h , e' Council under. the.Cr4dit Agreement with respect to e u any increased cost or'other obligation *-of,:th oCo Mcil- 11-12 0 j 4 T_ under Sections 3.05 or 3#06(b) of the Credit Agreement. Pot thb purposes of this subparagraph (J)o the Public Agency's proportionate share of such amounts shall be determined by multiplying such amounts by the result of (a) the dollar amount of interest at the Loan Rate there- tofore received by the Trustee on the Loan divided by (b) the total dollar amount of all interest payment theretofore received by the Trustee on all loans made Under the Bond Program which have not been assigned by the Council or the Trustee pursuant to Section 5.16 of the Indenture to the Agent Bank (or as it may direct), the Servicing Agent or the issuer of the Public Agency Letter of Credit. The agreement of the Agent Bank to receive payments of amounts described in this Section 2.02(j) under Section 5.03 hereof on a periodic basis shall not prejudice the rights of the Agent Bank to demand payment of such amounts then outstanding in accor- dance with this Section 2.02(j) at any time thereafter. The provisions of this subparagraph (j) shall Our- vive the termination of this Participation Agreement and the payment in full of all other obligations of the Public Agency hereunder. (k) information Reports. The Public Agency coven- ants to make all reports required of it, and to provide the,Council with all material and information necessary toenablethe'Council to'file all reports required of the Councilp under Section 103 of the Code, if any, to assure that interest paid hereunder and interest paid by the Council on the Bonds shille, for.purposes of the federal income tax, be exempt from all income taxation. (1) Location of Project. The Project will be primarily.used or based within the State. (m) Purther.Assurance., The Public Agency shall: execute and deliver to-t a Agent`Bank or the Trustee,, as,.the case may be, all such documentsand instruments and do all such other,acts end things as may be nec'es-".- sary or'reasonably ,required by the Trustee or,the Agent Bank -to -enable the Trustee -or the Agent:,Bink to exercise ari4'enforce"theik rights under this Participation Agree- ment And the Collateral Documents, if,any, - to,real-, ,and ize."thereon,,and record and.file and re-record .and .re- file.all-such documents and instruments, at such,.time 6r-times- in such manner..and at such place:or places,, all as may be necessary or*reasonably required by,the Of Trustee or the.Agent Bank to validate, preserve and 4 protect.the position'of the Trustee and the Agent Bank,, 11-13 1�1_42 a under this Participation Agreement and the Collateral 1�ocuiments, if any+ all at the expense of the Public Agency. (n) tee in of Records and Hooks of Account. The Public Agency shal eep or cause to a kept proper h records and books of account, in whiccorrect and com- plete entries sill be Meade in accordance with generally consiatently applied accepted accounting principles, (except for changes concurred in by the Public Agency's independent auditors) reflecting all of its financial transactions. (o) Payment of Etc. The Public Agency shall ym Taxes � pay all -taxes, assessments, and governmental charges or it or upon its income or levies- if anyr imposed upon profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto -and all claims, which, if unpaidt might become alien or lawful charge upon any of its properties, provided that it. such tax, assessment, - shall not be required to pay any charger levy or claim which is being contested in 'good faith and by appropriate proceedings which shall operate i? to stay the enforcement thereof. (p) Compliance with Laws, Etc. The -Public. -Agency - shall comply —with -the requirements of all -applicable -and of all grants, rules, regulations, laws the terms and orders of any court or governmental suthority,'non- 1 compliance with which would; singly`or in -the aggregate, affect its business, properties, materially adversely earningst•prospects or credit or its ability to -perform - its obligations'hereunder, unless the same shall be by it -'in good.faith and by appropriate proceed- contested ings.which shall operate-tostay-the enforcement -thereof. y_ (q) A ro riation. Subject to the provisions of Sections 129.07-an 1 .241, f1brida StAtutest-as - - a amended, and in accordance with'all budgetary procedures , provided by the'laves-of the:State ofFlorida�in addition to -<and not -°in= limitation the revenues: -pledged here- under; if' any,: ' the Publi°c _,Agency -covenants .,that - it 'will appropriate inpits.general annual;*budget,•�by`=amendment available , m on'A monthly -basis, if necessaryr-from.-legally: non-ad°valorem=revenues amounts sufficient- pay; -all amounts due hereunder, -subject to=availability toi he of_such:,funds and accounts of the Public ,. Public Agency Agency and funding requirements for essential govern- mental services of the Public Agency. Such covenant of the Public Agency to budget i and agreement on the part { z II-14 K r t { SR L 1 1 7- � 1' ='�.. 3— and appropriate such amounts of none -ad valorem revenues shall be Cumulativep and shall continue until such non - ad valorem revenues in amounts sufficient to shake all required payments as and when due shall have been bud- geted, appropriated and actually paid into the appro- priate Funds or Accounts. The Public Agency further covenants that the indenture and this Participation Agreement shall be deemed to be entered into for the benefit of the Holders of any of the Program Bonds and. the Agent Bank and that the obligations of the Public Agency to include the amount of any deficiency in each of its annual budgets and to pay such deficiencies from non -ad valorem revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. The foregoing covenant shall not preclude the Public Agency from pledging any or all of its non -ad valorem revenues or any other legally avail- able funds to the extent not restricted or pledged here- under (including the Exhibits hereto) and such covenant is subject to all such pledges thereof to the extent not prohibited hereby (including the Exhibits hereto). The,Public Agency reserves the right to make similar ari assu covenants in connection with other indebted- ness o the Public Agency to the extent not prohibited hereby. This covenant shall not be construed'to obli- gate the Public Agency to levy and collect any ad valorem taxes or any particular non -ad valorem revenues except as otherwise specifically provided herein. obligations of the..Public Agency pursuant to this Par- ticipation Agreement will not constitute a -general indebtedness of the Public Agency within the meaning of any constitutional or statutory provision or limitation and the Public Agency is not obligated and neither the B dh lders the Trustee or the Agent Bank Council,•the on o may compel the Public:Agency to levy -ad'valorem taxes for the Loan Repayments. (r) Tax Exempt Status of Bonds'and.ithe Loan. The Council=an —the-Public,Agency un erstan tat t is the intention hereoU that the -interest 'on the*Bond's and"the Loan. not -°be: -included within the, gross income" of the holders thereof for, federal income tax purposes: In furtherance thereof, the.�Public'- Agency agrees that will take all actioniwithin its control which is neces- sary in order for the interest on the Bonds and the Loan to: remain exempt from'fedeiaV income`taxation`and shall refrain from taking any action which results in such interest -becoming, -so taxable. t J Ifil z,l rt 4' � r +b� .Y i���. }�F�..�� i�f�, �A yL�.li? ��y iSeL�•f•h it t � h F fr�'y„Y• J x m, t s to The public Agency covenants that neither it nor any defined in Section 103(b)(6)(c) of 4 9 r, "related person" as the Codes steal;# pursuant to an arrangement, formal or informal, purchase obligations o€ the Council in an the amount of the Loan made in connec- ��� E amount related_to tion with the transactions contemplated hereby. the public Agency further covenants that it will or filed such record,or file or cause to be recorded .in in such places whatever documents as may be c manner and required b law to be recorded or filed in order to trustee, the Banks protect fully the security of the the Bonds# and, if appli-� and the holders and owners of the tax exempt status of such Bonds and the Loant cable# including, but not limited top the filing of all reports to time pursuant to the as may be required from time Code, if any. The Public Agency further covenants that it will with not take any action or fail to take any action to the investment of the proceeds of any Bonds, , respect with respect to the payments derived from the Bonds or other , _ — hereunder or with respect to the purchase of Council obligations which action or failure to act may - cause the Bonds or the Loan to be "arbitrage bonds" in Section 103(c) _ within the meaning of such term as used the Code and the regulations promulgated thereunder. of (s) Purchase of Bonds. Without limiting the provi- sions of Sect on (r) hereof, the Public Agency cove- the Bonds unless — nants that it will not purchase any of the funds used for such purchase have first been depo- sited by the Public Agency in a special account esta- and only on the ' blished by the Trustee for such purpose date which, in the sole discretion of the Trustee, such 17 funds constitute Available Moneys. (t) S ecial Covenants and Financial Ratios. The Public Agency shal comp y with all spec a covenants financial ratios required by the Agent Bank at the F3 and times'and'upon the conditions as more fully described and of which in Exhibit E hereto, the terms provisions are incorporated by reference as though fully set forth at length at this place. (u) Litigation Notice. The Public Agency covenants_ the Agent Hank notice as " to provide tote council and is reasonably possible of any litigation pending, soon as or to the knowledge of the Public Agency threatened, against or affecting the Public Agency, in any court or II-16 i. ?I0.T- Fts.t J� r� `P`} ti r %titsMI sett! 5 y T }h Y� .Yg�ig�4 —1 � i �Ttx t before any governmental authority or arbitration board or tribunal that, if'Adveteely deterrtined, would mate rially and adversely affect the existence or powers of Milt of the public Agency the Public Agency or the a y duties and obligations hereunder. b to perform its The Public Agency covenants .: .,,not to = take `any act on; of '. to the a tent it y do so tefminate the :. permit any pe rson to taste =any actionf to Pablic Agency'unles� adequate lagal=existence of .the is bylaw for the obligationsOfthe provision made Public=Agency hereunder. ? i [End of Article li) 11-1/ .. 'fa',t •' cot , I Y f • t t 7 r 1 - kC'A N f Y t��trry�y� y r T a lit .. ... r ARTICLE III TIM LOAN f � .l' Section 3.01 The Loan. The Council hereby agrees A4enc" y the Public Agency hereby , to loan to the Public agrees to borrow from the Council the sum of $Btsoo,00o in this Parti- � s and conditions co subject to the termntained cipation Agreement and in the Indenture and to the extent (ii) approved in such amount is ti) approved by the Council► by the Agent Banks the Administrator and the Trustee, writing io and (iii) determined by the Trustee in lished1eu�suanttton P to be available in the Loan Fund (estab Article V of the Indenture) for such purpose. Such loaned amounts shall be used by the Public Agency for the purposes the cost of, or receiving reim- of financing or refinancing bursement for the equity in, the Project in accordance with Agreement. The Loan the provisions of this Participation in the first sentence of this Section 3.01 amount set out hereof shall be deemed to be an Advance to the Public Agency be disbursed to on the execution hereof. Such Advance shall the submission to the Trustee of a the Public Agency upon Request for Disbursement and such other documents and submis- the Inden-_ �. sions required by this Participation Agreement and hail forthwith deliver a copy of tune. The Public Agency s each Request for Disbursement 1,band tthe ed tAgent Bank. o the TrusteeF to the Administr The Public Agency's erestbth�reon0 shallhereunder evidenced its loan together with int by this Participation Agreement. Section 3.02 Disbursements. The Trustee is hereby authorized by the Public Agency aan -directed by the Council and,the Agent Bank, and, by its acceptance of the assignment hereof pursuant to the Indenture, hereby agrees, to endorse the -date and the amount of each disbursement to the Public Agency from the Loan Fund and the date and the amount each payment or prepayment of principal hereunder on the "Schedule of Disbursements" attached as Exhibit B to this Participation :itute Agreement, which endorsement shall consirima facThe evidence of the accuracy of the information endorsed. failure of the Trustee to make any such endorsement shall not limit or otherwiseaffect the obligations of the Public. Agency hereunder or under the, Loan. Section 4,01 Co en ement of Loan Term. The Public Agenoy's obligaon tis un er t s he Part c pation Agree- Public and the+ ollsteral WcUments shall commence on the date hereof except to the extent otherwise provided in this hair" ticipation'Agreement. Section 4.02 germination of, Loan Terra. The Public c pat on AgrooMe tiannd _ Agency's obligations under t e Part Collateral Documents shall terminate after payment the full of all amounts due under this Participation Agreement shall be due and payable and all amounts not theretofore paid forth in,the Principal Amortization Schedule but in i as set • provided however, no event` late>t than December .1► 1995; p participation Agreement shall not terminate until, �- t that thin the final payment due hereunder has been made and has become being understood that, during the period Available Moneys (it after the dates final payment through,the date such payment monetary obligations has become Available Moneys, no further hereunder shall accrue) and provided, further, that all cove- nants and all obligations provided hereunder specified to so of this Participation survive shall survive the termination Agreement and 'the payment in full of principal and interest on the Loan hereunder. Upon payment in full of__all amounts and termination of ,the Loan. Term as pshalled owing hereunder nt Bank above; 'the Council and the Trustee or the. Age 'cause be delivered, to the Public: Agency. an deliver`, to' ,or acknowledgement thereof.; Section 4.03 Loan Clod in Submissions. Concur- this Participation rently with.,the execution an a very o Agreement, 'the Public is providing to the, Agent ,Hank` -dated 'the sr r: ,Agency, 'date and the 'Trustee `the following documents each' otherwise provided of sudtiiexecution. and delivery unless (except that the.Trustee may,, with the written consent.of below):;, ti the Agent Bank► ;waive ,.the ,.item described in (d), Aa), Certified-resolutfons�.or ordinances 'of the to this Parti.cipa public;Agency attached'as:Exhibt F t n "r.,epmer�t:' - (fib). An ,opinion of the. Public Agency's .Counsel. to 'the, ,Administrator and the" Agent reasonably ,aIt-cceptable Bank 'attached `as Exhibt'G to this_particpation Agree- ;mentst` z ,,r • . - �. -ExA certificate of the officials of the Public t f w Agency who sign this ParticiPation Agreement attached as Rxhibit it to this Participation Agreement; (d) Audited `fihancial statements forthe preceding including a balance ` ears of the Public Agency, tsyof such date and four 'years' income statements stteetwo through such dates (e) A certificate signed by the Authorized Repre- stating the estimated sentative of the public Agency of acquisition and the amounts of expenditures elates for the Project; (f) Evidence of delivery to the Trustee of a Public the nk if rsgreditbto aform Agency Letter of Credit nesuchnt be i (such Public Agency Letter of by the Agent Hank) be approved and such amount as shall and an opinion of Counsel to the issuer of the Public Agency Letter of Credit satisfactory to -Banks to the effect that the Public Agency Letter and the of Credit is a legal, valid and binding obligation of in wtionsth twith the issuing bank enforceable accordance terms subject to the normal bankruptcy excep respect to'the issuer thereof; (g) A letter from the Agent Bank or other evidence satisfactory to the.Administrator and the Trustee (including the authorized signtueo theteffectnthatnthe of this Participation Agreeme ) Age'nt`:Bank has approved this participation Agreement and the Collateral Documents, if any; (hj` This executedParticipation Agreement "'and` the.j Coliateral'Documents:required by the Agent Bank, if any; (i) An opinion (addressed to, and in form and substance acceptable: to the Council; the Agent=Bank and the Trustee of"Boncl.Coansel to',,the `effect that �` f, such"financing, refinancin4 or'reimbursement with`Loan J proceeds"ispermitted under= the Act, he Indenture and the resolution authorizing this.,Partici ation`A reement, p 9 and „will not cause the interest `on ,the` Bonds -or •they Loan:to be subject to-federal"income taxation o`r°adversely affect the validity; due authorization for or. legality 'ig'such,other matters as the 'the Bonds, and -coven of Council ;`'the Agent 'Bank` or` -the Trustee taay' reasonably request; IV-2 -hI a: 4M ' r d 4 .,✓' dfbj ��^7� di � e'er;L �. t d E 7.y Y w t i yj } 11)A certificate'(which tray be combined with the CortiCate provided pursuant to subsection (e) hereof) of an Authorized Representative of the Public Agency to the effect that any indebtedness to be refinanced or .any amounts to be reitbursed with the proceeds of the Loan were initially incurred by the public Agency► and the roceedo of such indebtedness were fully expended to f nance the Project and the principal amount of the Loan does hot etceed,the historical cost of the Project less accumulated depreciation; (k) In the case of a refinancing of debt with amounts advanced hereunder, evidence satisfactory to the Trustee and bond Counsel that the interest on'sucth debt (including any debt which was refinanced by the debt then being refinanced) was not exempt from federal income taxation unless the written opinion of Bond Counsel is obtained that the use of the'Loan proceeds in whole or in part to refinance such debt is'a proper use of such moneys, and then only to the extent of any principal amount retraining due thereunder and any pre - payment :premium; (1) Such certificates, documents and information, .,-if any, required to be submitted pursuant to Exhibit U if a disbursement is then being _ attached hereto and, requested, Section'4.04 hereof; fi — (m) •A copy of the Interlocal Agreement executed Clerk or -similar _ - -: by the`Publfc Agency certified by the official of the -Court in which 'the same is, reIquired to be'`filed; — (n) A certificate of the members of the governing body ` of 'the Public° Agency im form , and substance — stantially identical to Exhibit P to this Participation , Agreement- (o) A'certificate`signed by'an Authorized Repre- in form and substance sentative'of1'the Public Agency ,substantial,ly,identical to�Exhibit 4 to'this`Participa= _ tion•Agreement (with appropriate attachments); opinion (address& to, -and in substance acceptable to,'the -Agent Bank)"of Bond Counsel bo°the` and appropriate is — effect that the covenant to'budget , legal, valid .and enforceable against the Public Agency in a,'court of comp etent-jurisdiction and hat the giantsng IV-3 C ;K -. _.".hfdf3ef i u� t } { P � 33t • by the Public Agency of a pledge of any revenues here- under does not alter such opinion; (q)` A certificate signed by the Authorized Repre- sentative of.the.Public.Agency certifying either (i) that the Department of Insurance has aberoved thehed too- ject* with,a copy of.such approval the certificate, or (ii) that the Project is a "capital project" funded pursuant to Section 163.01(7)(d)r and therefore such approval is not required; and Jr) Such other certificates, documents, opinions and information as the Council, the Administrator, the Agent Bank, the Trustee or Bond Counsel may require. All opinions and certificates shall be dated the date of the .Closing. Section 4.04 Submissions Prior to Disbursements.., Upon receipt of a Request or Disbursements? aNd so long as Event of Default or condition, event or act which with r- no notice or lapse of time or,both_would constitute such an Default shall have,,occurred and be continuing,and ;. x, Event of the conditions set forth in ArticleVI of the Indenture have been satisfied, -the Trustee shall.disburse the amounts, if: } any, Then,held in the Loan;Fund (i) to the holder_of any Existing.Debt of, the'Public.Agency being,refinanced by -,.the ; ' Advance, including.any premium.or prepayment..penalty;agreed upon by-.such.,holder and -the. Public Agency, and approved: by ,..i` the Administrator,.Bond,Counsel_and the Agent_Hank,-provided that the'proceeds of a disbursement may only be used to retire debt or portion thereof,,which ;was: incurred to , .a finance :'the; cost;'of the (Project, in. an. amount,. equal, -.to the , the of:acquisilion; and installation;',of;snch:},:; portipn"of. ;cost Pro jgct,:.,fncluding 'the cost of construction and .renovation,:d necessary such installation, : to be, financed; by the; Advance. , ,to_ and/or.Jii), o pirties..ihat have rendered.-serv}}ces in -connect 'as I' tion with the Project, as long such rendered services shall constitute .cost' of - the, -..Project -..and/or (iii) case of;a reimbursement, to the.Public:Agency,;.an••,amosnt:equal , ""istorical..cost •:of the;; Project less,; accumulated;,,Ogp e- to th . ciation, provided, however, in no event shall the aggregate 1 {. amount disbursed;hereunder.,,exceed..,.the _amounts approved by - the Agent Bank..:'Each.Request for'; Disbursement ;;shall also1 state_,,that sil . of the;,warranties,".and ; representations of - the i Publi6,Agency contained; in this.; Par ticipationv;Agreement":are true and; correct:; as „of.. the date of such certificate as though such warranties and representations were made on such date -AMA ..1,sf. net vuant nf nefauit or condition, event or -act which f f 1yh t OR '�{Yf - `..:rtn----- an Event of Default-bi$ occurred hereunder (or would occur as an effect cif such disbursement) as of subh date. In addi- tion, theTrustee shall also requiret (a) a letter from the Administrator or other evi- dense datisfactory to the Trustee, to the effect that the Administrator has approved the requested disburse- ment (b) a bill or bills of sale► invoice or invoicea, contract or conttacts► purchase order or purchase orders t the Trostee the -Ior otter evidence satisfactory o • Administrator and Bond Counsel that the Project (or portion thereof to be financed) has been purchased, ordered, constructed or installed by the Public Agency and the payment therefor is due and owing or has been paid; and for any debt being refinanced, the cancelled note or other financing document or other evidence satisfactory to the Administrator, the Trustee and Bond — Counsel of such refinancing; (c) certification by an Authorized Representative of the Public Agency that the documents and/or certifi- cates required in. Section 4.03(a), (c) and (e) hereof ,K at the Closing are correct and valid as of the date of the disbursement or, in the event one or more is no j longer current and valid, submission of such document f and or certificate satisf the Agent Bank (aintthe casehofA(�en)n1or RondtCounsel) i nd, current and valid as of the date of the disbursement; (d) a certificate of an Authorized Representative of the Public Agency or Public Agency's Accountant describ ing the Project and setting out all necessary information_ concerning the useful life expectancy thereof (or to the components of the Project if the components will be listed separately on the Public Agency's depreciation schedule); (e)the certificates, documents or other informa tion required to. be submitted pursuant to Exhibit J- attached hereto and Section 4.05 hereof, if applicable; .3r_ (f) telephonic notice, promptly confirmed in writ -- ing, from the Administrator to the Trustee, seven days prior to.the date of the: requested disbursement,, list ing`the amount of the disbursement and the date the- �.` disbursement is scheduled for; and r.a I7-5 ,r 777 a �#'3 { ip 1 `�,Ts�41'k.7i% e W tf such other documents; certificates and other 4A*^#mAv4ftn as the Administrator# the Trustee, the Agent Bank or Bond Counsel may requires and.certificates shabe dated the All opinionsll dateOf thedisbursbftnt for uhich they were requested. , ion 4 Financ Of ruction,P oieset -0 '. -.OS sect u genc es es to use allor a porgy IPublic nIthe event the.P project it shall Ofits Loan 'to finance a construction items BPecified in any exhibit attached hereto provide the , and meet all other. requirements specified therein [End of Article IV] IV-6 a ARTICLE V LOAN REPAYMENTS Section S.01 Pa I vM0At,Of_.Loan__ft0ayments- (a) The Public Agency Shall,m&ke-all Loan Repayments, Additional Payments and other payments due hereunder in lawful money of tile. United. States of America and in immediately available funds to the 'Trustee (or,' if this Participation Agreement shallbe assigned pursuant to Section 5.16 of the Indenture, to such Person as the Agent Bank or the issuer of the Public Agency Letter of Credit, as the case may be; may direct) not later:than 12:00 Noon, Orlando, Florida, time on the date when dues The principal of the Loan shall be repaid in accordance with.the Principal Amortization Schedule and such schedule shall be calculated over the life of the Loan so as to approximate level monthly debt service,at an assumed fixed interest,rate.of .7% per annum (provided that such payments shall be recalculated on � the date_. of each prepayment im part pursuant to -Article VIII hereof by the Trustee preparing and delivering to the Public Agency, and attaching hereto a new Principal�Amortization Schedule), payable quarterly in arrears commencing on July 1, 1989, with the final install- ment being -payable on the -date set forth in..the Principal Amortisation; Schedule but.in no event later.than December 1, 1995,,in.an amount equal to,the full amount then outstanding under.the:Loan. The Public Agency may..adopt-an alternative method of:,oalculating the Principal Amortization Schedule with the consent of the Agent Bank. (b). The.Public Agency,agrees to pay interest on they unpaid. principal, amount..:of the- Loan- calculated, for= each Loan Payment-..;Periodt,at-the-applicable Loan:.Rate:determined inaccordance with..Section 5:.02 hereof. ;Interest ;shall be payable jn,:arrears:. on .. the first Business Day of each month, commencing,on:the,first such=date to occur after the Advance hereund�arA ..jOn the 25th. day :of:each;month: (or, °. if such-�,day is,not a,,Business,,Day, the next -,preceding Business Day to such 25th day), the Trustee shall use.its;best efforts.to inform the; Public Agency::by;,- telephone, confirmed:, in ;writing, ti of the total' -amount .of; interest ands;Additional Payments : due { under,,Sectton 5 03. which:,shall be payable,,by; theT Public.. Agency ,on: the f rst.;eusiness: Day -of -:the next .succeeding month; It is, _understood:.that :.the Trustee in making such . calculationmay: be>:required 'to` estimate- the ,.effective Loan Rate and -;the amount of..such Additional. Payments--to,acctue or become';:payable::durIng the,;balance of, the, Loan.PaymentPeriod durin g,which such calculation -is -made... Accordingly, ft:is :. V-1 J z� } N � f 4 �4 J �'�. • .ii�(^ Yi. _ t � ��}'�� � t✓ �' -..�5 _ k" j- ' hereby agreed that the Trustee, in the event it determines little or too much i ;.: that the Public Agency has paid too interest and/or Additional Payments with respect to any Loan payment periodi.shall either decrease or increase as the interest and Additional Payments Y case may bet the amount of to be payable for the next succeeding Loan Payment Period to if - — fully compensate for such discrepancy; provided that no due hereunder such adjustment , further interest payments are be made by a payment byr or a refund to the Public shall Agency within 10 days of the final interest payment. (c) Overdue principal and, to the extent permitted_ by law, overdue interest on the Loan shalln�aisiduer(the demand, from the date such paym e - payable on "Default Date") until paid at the Default Rate. (d) The Public Agency agrees to pay all Additional= 5,03 hereof and any amount _ Payments owing pursuant to Section pursuant to Section 5,04 hereof; provided that Addi- _ payable tional Payments accrued pursuant to Section 5.03(a) (with Section 5.03(d)(2), and any - respect to the Tender Agent) and Capital Loss occurring, after the date of any conversion Correlative Participation Agreement in full to a pation Agreement shall not be payable by the Public Agency. _ (e) Y An payment made by the Public Agency pursuant against the Public 4 to this Section 5.01 shall be credited Agency obligations under this Section on the date of deposit beior to.12:00 oso� with the Trustee if suchandpifiaftert is m12:00ade rNoon# Orlando, Florida, time, shall credited on the next succeeding Business Day. ; Section 5.02 ,Calculation of:Loan Rate. Subject F ..and (G) below, the Loan Rate or each Loan.Pay- to (E), ( ) _ (i) prior to he Parity 1 - went Period.will be a:.rate which Date produces an amount::of interest equal :to the amount._ stated in.subparagraph,(A) below;,and (ii) at and after the the x4 Parity .Date-:produces..an amount,.of ,interest equal to stated.in,subparagraph;(A) below, less:the,,amount - amount ''stated in subparagraph_-.(B).belows - (A),Thee-Public Agency's ;Pro Rata,Share of the y interest to_accrue:;on the Bonds,, -interest to accrue on - any Bank Bonds at the Credit Agreement Rate, and any ;y _ interest owed to the Agent Bank;.pursuant to.Section.. for that Period, i 1.02 of.the.Credit.Agreement -Loan ,Payment . plus.-(x)iin the case of the-.amounts.described,in (i) through (viii) (inclusive), one -twelfth (or one divided months in the pa ent period, in the by the number of m Ym _ case of fees calculated on the basis of a period other �a V-2 r R y_ x� � 8`� •fit .�,.Y l� . ��Cf�h �s4 Z. ��4 �' J.' ty�'r1..�. � f�y��-� *C�•tIA r; Y xi. S4 . M. �F — ! l F At 71, [7 than annual) and (y) n,the case of the amounts described in (is)# (x),andI(x2t 100%t of the Public Agency's pro Rat& Sh&re of the fo lowing fees ("Ongoing.Ex_ e�,nses") relating to,the bonds and the Bond Programs (i) the annual fees of the Administrator wed to it under the Administration Agreement; o i a) the-annual.fees of the Trustee owed to it under the,Indenture; y (iii) the annual fees of the.Tender Agent; (iv) the commitment commission of the Agent Section 3.01(a),of the Credit ; Bank owed t©;it;undex Agreemen; t _ (v) the annual fees and amounts due :to z the.Remarketing.Agent owed to.it under the Remar- keting Agreement; (vi) the annual fees of the Council, if any; (vii.) the rating fees of Moody's investors Service and any other rating agency then rating the Bonds;., t (vi i i) the agency fees due ;to the Agent Hank• (ix) Any ;amount;needed.tp be deposited`4D into �A) the Revenue Fund. (as ;defined -in the.- Inden- ture) due ;ta :the investment earnings , on.;:,the_ Debt Service Reserve , Fund :being less,;_than,, the, interest , and =Oagosng ,Expenses ;attributable .to _Bonds, equal to the„ amount on deposit in :.ahe.FDebt.,,Service Reserve Fund for ::such .payment ;period .and .(B). ,the. Debt rAeserve Fund .to,.cure any def iciency e =Service therein attributable , neither; ,to E.a Capital L4'ss gnor toy a, ydefaiult .by: any.; Par.tici .. ting Public%;Agency~ other: than . the , Public ;,Agency), :.under its -respec- (: t dive Pa;t cipation; Agreement;_ , KK r (x) the amount -g a able to of anYusa a .fee. p ` . the Bank - purauant `to; Section , 01 { b ). of the ; s .Agent Credit A regiment for .such. payment. Period; and. V-3 3 y Z Si fi "9 f}�'rC✓'�'z �4?j3A { t °o such other reasonable fees and expenses in connection with the Hoods including any expense Credit Agreeme nt as the 'Trustee, - related to the with the written approval of the Administrator and the Agent $snite may determine. (B) After dune It 1089, the Public Agency's Pro transferred to the interest Account x Rata Share of amounts of the. Revenue Fund pursuant to Section 5.10(1) of the of id indenture (but subject to the lasttparextent suchh amounts but only if a _ t _ Section 5.10). not needed to pay or accrue the amounts listed in are subparagraph (A) above or Section 5.03. if a, Loan is not made on the first day of a (C) me Period••the'Loan first Onynt Loan payment takinointoeaccount period shall be calculated by 9 "for the re - -for _ amounts to accrue under (A) and (B) above Loan Payment Period. of the (D) The Public Agency recognizes that in the time outstanding the inter- event Bank Bonds are at any on those Bonds will be,ttie Credit Agreement`" est rate Rate which will result in an increase.in the amount of a its Loan Repayments. (E) if the Public Agency chooses to convert this Correlative Participation- ; Participation Agreement to a Agr:eemento.the Public Agency agrees and consents that to (x):it.,shall pay.interest at a rate sufficient pay Correlative Bonds -and Ongoing interest on the related with respect to its Correlative Loan, except Expenses if the 1oan:shall.be.converted in full..those.under to such Sections .5.02(A)(iii), (,iv) (except. -the extent: � to the benefit .;of, the Correlative. Bonds are entitled Letter,,of Credit) (V) i (ix) and.;( I (except t0 the `entitled `— s- extent such Correlative Bonds are to the.bene- of.Credit), (y) the amount ,of the n fit of,the.Letter .. - ,' Loan of -the Public Agency :shall be :deemed' to :be imme of the ortion of the '`� the : antbunt ; .; lately. -increased by . P.. Yfebt Service Reserve .Fund. segregated;;to .suppo rt the ` = Cotrelative.8onds and (z),it.wiil execute_such amend meets o Par,ticipition Agreement an& 461i4er :such` -.this' ;documents:and pay such premium..as.may be.nece8sar to;.,. this:;Participation-Agreement;to.a Correlative.._` w� ®' convert Participation Agreement and in addition; the-Pub11c - A ency agrees to pay all costs and expenses relating tof legal fees and remarketing the conversion including fees. - 4 _ i 8f � w }pe (p) Notwithstanding the foregoing, if (i) the acceleration of the Loan is declared pursuant to Section 10.01 hereof, or (ii) the interest of the Trustee in this Participation Agreement and the Collateral Docu- ments are assigned to,the Agent Bank or as it may direct, interest shall at all times thereafter be payable at the Default Mate; (G) if any principal on the Loan is outstanding during a portion of a month, the interest on the Loan will be calculated on the actual days such principal was.outstand ng and (i) the interest on the Loan shall be prorated on the rates on the Bonds for the actual days outstanding and (ii) amounts due hereunder with respect to Ongoing Expenses.under Section 5.02 and, earnings on funds held under the Indenture will be determined on the assumption that such Ongoing Expenses and earnings accrue at a constant rate throughout the month. (H) The Public Agency agrees to,make all payments in whatsoever necessary to enable the Trustee to make,. the Public Agency's Pro Rata Share of a timely manner, all payments of principal of, premium, if any, and + interest on the Bonds (or to reimburse the,Agent Bank. required in accordance, for such p ym ) a ent ,.,when and -as with the terms of the Indenture (whether .at maturity,-., + - or upon redemption, acceleration or otherwise), whether in or not su,ch_payments are specifically referred to this Participation Agreement and further agrees to Fee Agree- abide by the terms of its Loan Reservation ment. (I) On or before.June.15, 1989r there _shall be Share'; of rebated to; the, Public Agency -the ;,_"Pro Rata , the,Interest-Account pursuant + t� the amounts:transferredto to Section 5.16(1) of the Indenture. Section'.5.03 ; Pa ent.of Additional -Pa ments.,: In L, addition to ,the ; a y ments. : ue under -.,section;, 5.02 -but .without P .y . in the computation ;.of the x=_ �- duplication. of ; amounts ,included Loan Rater..the Public -Agency -to pay to ,the ,Trustee ,:on .agrees each interest payment ,date on _.demand of ,,the .AcLginiskra'tor or the Trustee:..the,following Additional.Payments,;,..(except that dditional Payments related to. -execution the payee of any A . and delivery iier.eof :or the making of an Advance .may :require payment at ,Closing): W-5 , t T r a 1� t z _® 4 z ` 0 The Public agency's Pro Rate Share (as defined 4 ; in subsection (e) hereof) of all fees and expenses fees) of the Trustee and Tender ._ f (including attorneys' Agent and any registrar, authenticating agent or trans- { fer agent for the Bonds not included in its regular annual fees; f (b) The Public Agency's Pro Rat& Share of all the Agent Bank under the Credit Agreement , amounts owed to (including attorneys' fees) other than amounts included received by the y in the computation of the. Loan Mate or sank pursuant to Section 2.02(j); Agent (c) All reasonable fees and expenses of the Council, relating to this the Administrator, and the Trustee Participation Agreement, including, but not limited to s- (1) all reasonable costs incurred in connec- tion with the preparation, execution and delivery of this Participation Agreement and the Collateral Documents including` related filing or recording fees and insurance premiums; (2)' the reasonable fees and disbursements of counsel and other experts or consultants utilized by the Council; the Administrator, and the Trustee in:connection with the Loan, any disbursement, this Participation Agreement and the Collateral Documents and the enforcement thereof,; (3) ail other out-of-pocket expenses of the Trustee, the Council,.and the Administrator in connection'with.the Loan,..this Part icipation.Agreement "and the Collateral Documents and the administration, 'modification or enforcement thereof; And (4) all taxes and other governmental charges ,in connection. with, the „execution anddelivery of this Participation Agreement and the Collateral Documents,;' . `or, not the' Loan is then out whether standing; ;including, all' recording ;and filing :_fees end, stamp taxes ,relating.. to the` Collateral `Docu meets; thepledge of `revenues' hereunder `and the assignment of the Council's right, _title and interest. in and to the Collateral_ Documents and this'. cipation Agreement pursuant to thenden- :Patti ture and -all expenses, including attorneys'- eest relating to any `amendments, waivers;`consents or- V-6 T y � 74 collection or enforcement proceedings pursuant to th6'.PtO'isions hereof and thereof; jd) The Public Agency's Pro Rata Share of all of the followings � (1) amounts owed by the Council under the - Indenture Vlth respect to any indemnification - obligations to the Trustee) and =_ (2) amounts owed by the Council under the Remarketing Agreement with respect to any indem reification obligations to the Remarketing Agent. (e) For the general purposes of Sections 5.02, `5003 and 5.04 hereof,'exeept'as hereinafter provided, "Pro Rata Share" -or "Pro Rata Shares" of'Any amount shall be determined by multiplying such amount by a_ fraction the numerator of which shall be the outstanding principal amount of the Public Agency's Loan and the`- denominator of which shall be the outstanding principal amount of all Loans'(as defined in the Indenture) made,— by the Council under the Indenture which have not been _ assigned by the Trustee to the Agent Hank or the issuer of a Public Agency Letter of Credit pursuant to Section 5.16 of the Indenture, plus the amount then on deposit _ in the Loan Fund,`provided that, for purposes of cal culating the "Pro Rata Share".df amounts under Section !; `5.02(A)(ix), Sect i6n'5.02(B) and Section 5:04, there;_ _ .shall be excluded from the denominator the amount then on deposit :in the Loan Fund. The foregoing notwith standing, in' -connection with a calculation of the Public Agency's.Pro Rata Share of,ongoing,.Letter of Credit, Fees. 'such fee shall be calculatedassuming'such`;fees` er ear. In addition, accrue at 45 basis points ( 45%)'p y, any 'fee, or expense' specificall attributable to a`.'pa9r y, ,ticul$r participat%ng Public Agency and�,shall°not,;be, - calculated-on``a pro'rata basis. - The Public Agency.agrees to pay interest at a rate per annum.equol to'three'peicent (3$) in"excess of the°,'fioat- rY r� p the:tiasis'of actual days elapsed ,- ing ,Base. Rate = (computed on . , and day year) ;' Additional Payments under athis '3 y on any --� Section,.'5.03 not received by.theCouncil'or`the Trustee when „ due and.payable. 'ice The..Public,Ageny further agrees to make all -,pay- "`'':. ; ments`whatsoever necessaryto;enable the :Trustee `to make, in a timely'anner,�the.Public Agency's ProRata Share of'°all v-7 Ga x s ;a _— � %*�„3str r � r T u f h� STxk� � dtt•s;, s, _- _,;,, i F • Additional Payments and other similar costs of the Bond Proms- gram when and as required in accordance with the terms of the Indenture (whether at maturity, or upon redemption, acceleration or otherwise)► whether or not the same are F specifically referred to in this Participation Agreement. i Section 5.04 gCaDital Losses. If, after June Council, the Administrator .= 1089, any report furnishe�to—t'�i"e and the Agent Bank pursuant to Section S.12 of the indenture _ shall indicate a principal investment loss with respect to Fund (each a funds deposited in the Debt Service Reserve „ n notification by the "Capital Loss"), the Public Agency (upon - Trustee given at the direction of the Agent Bank) agrees to said Capital Loss in equal monthly,zx_ pay its -pro Rata Share of installments during the twelve-month period following the to as occurrence of such"Capital Loss (subject acceleration hereinafter provided), payable on each date interest is due_ with respect to the Loan hereunder; provided that the Public Section 5.04 with respect, to Agency's liability under this any Capital Loss (i) shall not exceed 15% of the amount' of I the Loan made or approved pursuant to Section 3.01 to be shall be decreased by.any amounts [— made hereunder and (ii) transferred from the Earnings Fund to the Debt Service Reserve Fund pursuant to Section 5.10(a) of the Indenture after the, to be applied equally.to`the re- Varity Date, such decrease maining -installments payable by the Public Agency due to such Capital Loss. The failure of the Trustee to notify the to any Capital -Loss shall not Public Agency with respect waive_or-otherwise the ability of the.Trustee to notify "limit and. require reimbursement from the Public Agency for such (and any additional) Capital Loss at a.later date. Amounts due under this Section 5.04 which'are.not' _ received,by`the Trustee within ten (10")" working days of"the rate annum equal �r date'when,due :shall bear interest at,a per in of ttie floatinq Base. Rate to three .percent (3) excess ("computed.on the basis of actual days elapsed and a.360 - year) Section 5.05._ Cure Pa �aents:` ' It; is hereby agreed 3 _ _ that the Agent Bank,'may.( ut°'sha not be obligated ao); make payments b or on behalf -.of the Public; Agene`y' hereunder.t y- _ The Public; Agency agrees to repay directly: to, such Bank any amount. advanced- on` its behalf on demand, ,together with" " _ interest thereon, also payable on demand, at a rate`per `,"�n_;"excess of 'the' floating annum equal to, three' percent (3%) Base Rate (computed on the basis of actual days elapsed. and=� 360' day` yeas.) . , The provisions` of this Section` 5.05 shall survive -the repayment of "the Loan. V-$ - w • Section 5.06 Yield Restrictions. Notwithstanding "yield" t anything to the contrary eonta ne erein, the on Loan computed in accordance with Section 103 of the Code — the or successor provisions of law shall in no event exceed the to computed and adjusted in accor- _ "yield" on the Bonds (as dance with the succeeding sentence) by more than 150 basis 1 points per annum, In computing "yield" on the Bonds# amounts with respect to the items payable under the goad program listed in Section 5.02(A)(iii), (iv), (v) and (x) shall be taken into account. In the event the Bonds should ever con- "issue" (other than by reason of Corre- stitute more than one lative Bonds becoming outstanding under the Indenture) for34, hereunder shall purposes of Section 103 of the Code, the Loan be deemed for all purposes to represent several s thereupon loans and the computation of yield, Loan Rates and Additional the periods Payments shall be separately computed to reflect of time, respective principal amounts and yield on each of �- the separate "issues" of Bonds. Section 5.07 Loan Repayments. The obligation'of Public A to make Loan Repayments and any other pay - the Pub Agency Y Article V and other Sections hereof .` went required by this and -to perform and observe the other covenants and agreements in all contained herein shall be absolute and unconditional events except as otherwise expressly provided in this`Partici- pation Agreement. Notwithstanding any dispute between the the Council, the Trustee, the Agent Bank, a. Public Agency and the Administrator or any Bondholder, the Public Agency shall due and shall: pay Loan Repayments and such other payment when not withhold any Loan Repayments or any other payments pay- , t _ able hereunder pending final resolution of such dispute nor! any right of setoff or coun- shall the Public'Agency assert terclaim -against its obligation to make such payments required + i<< unde'V this'Participation Agreement. The Public Agency's -.any obligation to make payment of Loan Repayment or other be through accident'or unfore -pa ents-due.shall-=not abated YM_ Been,circumstances or because of payment (i) under the Public Agency `Letter ofCredit-=`securing the'V ane i'f any,: or, . by :the -Bank (ii) from its Allocable Share of Agent, °on Ats behalf or . - the Debt Service°.Reserve'Fund."" The Council and the Pub`1 c "risk ,4, — Agency agree that the Public Agency'shall' bear': of in to the Project or t damage or destruction in whole or part limitation an any part thereof, including.without y loss,, z- complete or,'partiai, or interruption in the`use,.occupancy manner thing or operation of such Project, or any or -which; = rnyTreason interfere s ith,prevents r ren ders burde.n. - , r occupPi036ct rfoan'the complance = somethe use o any of the terms of-this.Partidlpa- g b the Public`Agency with Y tion Agreement. Notwithstanding -the foregoing-;, this Section. �f J 1: V-9. ,T� Q�i+� Y'i'��' ,77$ f��" '<•. F i YS [1.y '�'1.F 1 I . � t 5.0� shall not limit the rights of the Public Agency to re- cover amounts owing to itr except as specifically set forth herein. Section 5.0�. Refundin Bonds. in the event the Bonds are refunded all re erences o refert is totheration efunding Agreement to sonde snail be deemed t bonds orr in the case of a crossover refundingr to the Bonds ,{ and the refunding bonds (but the Public Agency shall never'i be re for any debt service on or fees relating to ` crossover refunding bonds whichare m the cOv proceedsyofasuchgbondss on ). the escrow fund established Section 5.09 Conversion to a Fixed Interest Rate. i The public Agency may, w t t e pr or written consent o the Agent 8snkr elect to convert all or a po rtion of the Loan to a Correlative Loan in accordance with the terms hereof pro - a vided that the conditions for converting the interest rate _ terest Rate pursuant on a portion of the Bonds to a Fixed In to Section 2.1e of the Indenture are satisfied. Unless otherwise approved by the Remarketing Agent in writing, the Public Agency may only elect to convert if the outstanding principal i ld be converted is equal to or amount of the Bonds that wou greater than $51000000. if the Public Agency should elect' to convert, it shall give the Council,'the Trustee, the Administrator and the Agent Bank written notice of such' { desire which, unless otherwise agreed to in writing :by the Trustee, the Administrator, the Agent Bank and the Remarketing Agent shall be not sooner than ninety (90) days and not later ; prior to than sixty'(60) days the desired conversion date. Upon`,receipt of such notice, the satisfaction the In Indenture tions set forth herein and in Section 2.14 of the Indenture forconvertingthe interest rate on the Correlative Bonds;to a Fixed Interest'Rate and the preparation -and execution�(at i. the'expense'of'the'PublicAgency) of'a supplement to this: Participation�Agreement-`and the Indenture revising such pro visions,herein,and therein --as the° -Council, Trustee, -Bond: Counsel,Administrator-and Agent Bank consider necessary, the°.:portion of the' Loan so --converted shall be a Correlative Loan for the purposes hereof and.of�-the:,Indenture subsequent to ,the Conversion -Date ,(as' defined in .the Indenture) of the Correlative-Bonds Section 5.10 Maximum Le al interest Rate. The Council and the Public Agency acknow1 edge that it i$ their intent to contract hereunder in strict compliance with the usury laws of the State.governing this Participation Agree- ment. In furtherance thereof, the Council and the Public Agency stipulate and agree to the extent permitted by law that none of the terms and provisions contained herein or V-10 F - Sf. 74, U a under any instruments held as security hereunder, shall ever be construed to create a contract for the use, forbearance or detention Of money requiring payment of interest at a rate in excess of the maximum interest permitted to be charged by the laws of the State governinq of this Participa- tion Agreement (the "Maximum Lawful Rate!"). in furtherance of the foregoingr if the payment of amounts constituting interest under the laws of the State for any interest payment period ending on any interest payment date calculated in accordance with the provisions of the Participation Agreement (the O(:aiculated Interest") exceeds the amount of interest that would be payable for such interest payment perod had interest for such interest payment period been calculated.at the Maximum Lawful Rater then the Public Agency shall pay on 'h interest payment date an amount of interest calculated such eat on the basis of the Maximum Lawful Rate for such inter payment period. if on any subsequent interest pikymentiod.date the Calculated interest for the interest payment per ending on such subsequent interest payment date ' (the "Current Interest Period") is less than the amount of interest that would be payable for such Current interest Period had inter - eat for such Current interest Current been calculated on the basis of the Maximum Lawful Rate and any portion of the excess (if any) of Calculated interest for any prior Interest payment period over interest calculated at the Maximum Lawful Rate for such prior interest payment period (the "Outstanding Interest Amount") remains unpaid, then on such subsequent interest payment dater the Public Agency shall pay, as pro- vided herein, additional interest for such Current Interest Period in an amount equal to the lesser of (I) the outstand- ing interest Amount for all prior interest payment periods and (ii) an amount that, when added to the amount of Cal- culated Interest payable for such Current Interest Period, results in the payment of interest for such Current interest I u & "A4" the Period at the maximum Lawful Rate. if, notw t S - 'i foregoing, a court of competent jurisdiction shall make a final determination that any payments made hereunder have resulted in a payment of an amount for the use, forbearance or detention of money in excess of the Maximum Lawful Rater then any such excess amounts theretofore received by the Council or its assignees shall be deemed to have been a pre- payment of a like principal amount of said Loan. [End of Article VI ff V-11 7'7 -77:77 ------------ P-t- K. I-, iFA i W 1, lil 7�_z� 4 4 i a6l C- ARTICLE VI STATuii or oELIGATIONS i Anything,in this Participation Agreement to the od and rStO contraty notwithstanding it � theundPublic Agencyrhas not eed t the ad..valbrem taxing power o- bhe�t.piedged_to aecur+e the Obligations of the Public Agency rovided, however, that nothing herein contained: haraunder$ p, Mall limits restrict or impair the lien on the revenues and other ptopprties providedherein or in the Collateral Documents _ L br the tights of the Council, the Trustee or the Agent unit to accelerate the maturity of the Loan pursuant to the terms hereof, tb bring suit and obtain a judgment against the Public Agency (collectible from sources provided hereunder and under the Collateral Y)ocuments or otherwise legally available se all rights therefor) or to exerciand theCollateral remedies provided under this Participation Agreement and [End of Article VI] i' t� s { _ i VI-1 § r 'S' e - }�^�!44 1�74/�r'wi a --. 77777,',ff a :+�.a"§fir'' r t�a i 14 a � > e It ° Q xTrfV• spy Y t .s . , ..;,... . 5... a a �yf -, a,�'r v, ARTICLE VII DISCLAIMER OF WARRANTIES, VENDOR'S WARRANTIES Sl Iiiselailfter._of- Warranties. NEITHER Hection 7- AGENT BANK, T8E TENDER AGENT, THE COUNCIL, THE'TRUSTEE, Tg THE REMARKETING AGENT NOR ISTRATOR�MAKES TA THEAVALUEY olt "REPRESENTATION i EITHER EXPRESS OR OgSIGN•-CONDITION, MERCgWABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS F0HY USE OF THE PT JECT OR AInPOoTION THEREOF OR ANY W� the event shall the Council,e rketingnt BAgent tor thehe iTrustee:be liable Tender'Agent, the R for any incidentah.oinariefnq tutcoflor the existence�ifurnishing, in connection with of functioning Or the Publviceseprovidedefor inethis jParticipation item or prod Agreement. Neither the Council, the Trustee, the Agent Bank, the Tender Agent or the Remarketing Agent nor the Administrator makes 'any representation of the "Loanaor$the�Loaft Fund will -be -sufficient that the proceeds o or available to pay in full the costa of the Project (as specified in Exhibit A) Warranties. Section 7.02 ties. The Public Agency's sole remedy for the bread-anY warranty, right of indem- nification`or representatiow relating to the Project or any th vendors manufacturers, part thereof shall be against e • contractors of the Project, and installers�or construction notF-againstthe Council,.the Trustee, the Agent Bank; the' Remarketing Agent or Administrator,, the Tender Agent, the such'matter:have any effect what- any Bondholder,'nor shall the rights and obligations of the Public Agency or soever on the Council, the Trustee or=the'Agent Hank:with=res ect--to The expressly` this Participation -Agreement: Public'Agency that neither the Council, the Trustee, the Agent acknowledges gank'the Tender Agent or thee -Remarketing -Agent nor the Admini- : e strator makes, ` -r -has made, `any"'representation or warranties availability of any'such whatsbever`as'to the existence or, anties of such:vendors, manufacturers; installers and warr construction contractors. [End,of Article VII j k iFf S I ' i' TESL 3 ate g �4�; ARTICLB Vill PREPAYMENTS Section S.OI ti_onal Pre�am_e_n_t_. At the option of the Public Agency and— aftergivi ngeast 30 days' d mail to the Adn►ini written notice by certified or registere strator, the Council, the Agent Bank and the Trustee, the Public Agency may# at its option, prepay the Loan in whole or# so long as the Public Agency is not in default hereunder (unless waived by the Agent Bonkan idate,tnot lessintegral than 30nY cipal multiples of $100,ys0, on y and not more than 180 4e effectedfrom hbyrtheiPublicsAgency tpaying Such prepayment shall be the optional Prepayment Price with respect to the amounts to — be prepaid. After any, partial. prepayment the Trustee shall allments due under this Partic recalculate principal inssubstantially level debt service tion Agreements assuming payments and a 7� interest hetPublicand aAgencyheaenew and ver to the Agent Bank and t Amortization schedule reflecting such Pricelculation. shall otute such date as the optional Prepayment the Available Moneys (or reps eentier date in directed Agent Bank) after a p P ym Agreement shall terminacs!pt for urvive.the obligations and covenants expressed hereinto Notwithstanding any provision of this Papofathen Agreement to the contrary, toof the extent that payment nts, Public Agency's Pro owedtundeShare Sections5LioI, isnotmade pur- including amountblic suant to the provisions hereothe Pu and terminate euntil suchga tions hereunder shall not cease amount has been paid in full by the Public Agency. The Loan may not be prepaid in full if for any reason, including inability to deter mbeedeterminedeby reinvestmnt thees, the optional Prepayment Price cannot Trustee. In the event of a prepayment which is not to be immediately applied wfaue ltshallnthenHbeds, ith respect, to the he Public the Trustee (so long as no Event of De continuing hereunder) shall retleua iiereofto tan amount qlAgencyton(i) the date of final applicationPr the average investment return earned by the Bond times. ogra tion during the period from prepayment to aPP died less any` the dollar h should vepaid beenaincludend not d, buet t omitted, in .amount. which shou 3TIIS-1 ;ra a ��►� t�ti�►f1�t�. �+�t�� yiyi�t t the date of the Calculation OT _ L ARTICLE IX lsig$IGN9ENi1" AND PAYMENT BY THIRD PARTIES a; f_ Section 9.01 Assignment by Council. c t This Participation Ag reement, the Collateral the Public Agency V N Documents and the obligations of hereunder and thereunder and any security or in make payments be assigned and reassigned in whole therefor,y bassi Hess at any part to one or more assignees or su g without nec�oeity r� time subsequent to its execution obtaining the consent of the Public Agency* that this.Partici- t of ublic Agency expressly acknowledges P CollateralDocumentsand pation Agreement, the tsehere- obligations of the Public Agency the Council's - 4� under (with the exception of certain.of to reimbursement for certain (i)der tton rights and signed 2.02(1) hereof), have been pledged for the Indentureas sectthe h' the Trustee under :the Agent Bonds and the obligations 1the�councilent `. Bank under the Credit for theree obligamenttions ofand '. Bank as security under the Credit Agreement, .anthehTiustee)rshall be the Agent.Bank as assignee of the.Col entitled to act;her plecedandasteadnd aof the.Councilrwhether Documents in the place are in Participation Agreement or not the Bonds or this In, addition, -,the Public Agency acknowledges which default. appointed an Administrator that the Council has app. hereunder in the place and shall.be-entitled.to act stead of the Council but only to the extent of such - appointment. (b) Pursuant to the Indenture, the Council ndue ehere- has agreed that ,heoaccelegation ofthe uthenamounts of Default and t with Sec under, the Trustee, in cotoathe issuer 5.16 of the Indenture, wnce ill assign Credit or the Agent Bank (or thdirect), Agency Letter of vicing Agent or otherwise as the Agent Bank may the Trustee's _ -' #. as the case may be, the council's and collateral the 4; rights under the Letter of Credits i y nd thisnParticipatiooAgreecy with went to the extent and in accordance 5.16 of the Indenture. The Public Agency consentstoi the rights and any such assignment and agrees that all the Council hereunder shall. r benefits of the Trustee and the be of, and be enforceable by, any inure to i IX-1 t h f r + 1 }q � I t= 4 .J$ 17 �i... 1 ♦ "d � � ! 9 such assignee and that all payments hereunder shall be made directly to such assignee. Notwithstanding any other provisions hereof, the respective parties' rights of reimbursement created pursuant to Section 2.02(1) and 10.05 hereof and the right bf the Trustee to'coliect unpaid amounts not payable to the assignee which are destribed.in Section 5.03,hereof and which had accrued prior to the date of such assignment shall not ter- minate upon the assignaent of this Participation Agreement and Collateral Documents pursuant to Section 5.16 of the Indenture and such rights shall be retained by the Trustee; provided that the Public Agency's obligation to pay any such amount shall be subordinated to the.prior,payment in full , (in cash) of the.Loan and interest thereon pursuant to sec- tion 6.02. Section 9.02 Assignment by__Public_A enc . This Participation Agreement may not be assigned by the Public Agency -for -any reason without the express prior.written.con- sent of the Council, the Agent Bank and the Trustee. Section 9.03 Payments by the Issuer of a Public A_gg,e,ncy Letter of Credit. The Public Agency ac now edges. that payment under this Participation Agreement from funds' (i) drawn by the Trustee on a Public Agency Letter of Credit, ii f rnished b the Agent Bank or any of them -under Section`5.05 or (iii)..representing the Public Agency's,`Allocable Share.of the Debt Service Reserve Fund do not constitute payment -under this', Participation Agreement for the -purposes hereof.or:fulfillment of its obligations hereunder. [End of_Article IX] IX-2 S � t; µµ33 § t } ! k t . r4MO OF DEFAULT AND REMEDIES Section 10.01 Events of befault Defined. The following shall be "Events o De au t under this Participa- tion Agreement and the terms "Event of Default" and "Default" shall mean (except where the context clearly indicates otherwise), whenever they are used in this Participation Agreement, any one or more of the following events: (a) Failure by the Public Agency to timely pay any. Loan Repayment, so long as the Bonds are outstand- ing; or failure by the Public Agency to timely pay any other amount or other payment required to be paid here- under on the.date on which it is due and payable; (b) Failure by the Public Agency to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Participa- tion Agreements, other than as referred to in Section 10.01(a).or 10.01(c), for a period of thirty (30) days after written notice, specifying such failure and requesting.that it be remedied, is given to the Public Agency by the Council, the Agent Bank, the Administrator or the Trustee, unless the Administrator, the Agent Bank and,the Trustee shall agree in writing to an ex- tension of such time priortoits 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 Council, the Bondholders, theAgent Bank,:.or the -Trustee, but cannot be -cured within the applicable 30-day period, the Council, the Administrator, the Agent Bank and the Trustee will not unreasonably ,withhold their consent'to an extension of such time if corrective action is instituted by -the Public Agency within the applicable period and dili- gently pursued until the failure is corrected;` (c) Failure by Public Agency to observe and,perom form any covenant contained'in Exhibit E hereto; (d), Any•warranty, representation or -other state— ment by the Public Agencyorby ,an officer or agent . of the Public Agency contained in this Participation Agreement orm-the Collateral Documents, or in any instru- went furnished,in compliance with or in reference to this Participation Agreement or the Collateral Docu— ments, is false or misleading in any material respect; y �f4 r t�' }' a A petition is filed against the Public Agency under any bankruptcy# reorganisation, arrangement, ihaolvencyl readjustment of debt, dissolution Or liquid- ation law of &by jurisdiction, whether now or hereafter in effect- and an order for relief is entered or such petition is not dismissed within 30 days of such filing; (f) 'The public Agency files a petition in volun- tary bankruptcy or seeking relief under any provision of any bankruptCYt reorganization, arrangement, insol- vency-O readjustment of debt, dissolution or liquidation 'law of any jurisdiction, whether now or hereafter in or consents to the filing of any petition against it under such law The Public Agency admits insolvency or bank tupt cy or its inability to Pay its debts as they become :due -or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custo- dian (including without limitation a receiver, liquid- ator or trustee) of the Public Agency or any of its property is appointed by court order -or takes possession thereof and such order remains in effect or such.pos session continues for more than 60 days; (h),- Default under any agreement to which.the Public Agency'is a party.evidencing, securing or other ess in excess of-41000,000 wise respecting any indebtedness if# andas,&resultthereof, such indebtedness maybe:-� declared immediately due and -payable or other remedies may"betexercised .with respect thereto unless the Public Agency can demonstrate to the Agent Bank's satisfaction that M such -default will not materially and.adveMMitrsely n-M- "I 41 Ilk (k.) Any material provision of this.Participation Agreement, the Interlocal Agreement or the Collateral. Documents shall at any time for any reason cease to be valid and binding on the Public Agency, or shall be declared to be null and void, or the validity or enforce- ability of any such provision shall be contested in any administrative or judicial proceeding by the Public Agency or any governmental agency or authority (other than the Council), or if the Public Agency shall deny the validity or enforceability of any such provision or any further liability or obligation under this Partici- pation Agreement, the Interlocal Agreement or the Collateral Documents: or (1) The Public.Agency or the.State shall take any action to terminate the continued legal existence of the Public Agency unless the obligations of the Public Agency hereunder are to be assumed by a successor or transferee Public Agency and such transferee or succes- sor is, in the reasonable judgment of the Agent Bank, equally credit -worth. Section 10.02 Notice of Default. The Public Agency agrees to give the Trustee, the Agent Bank, the Administrator and the Council prompt written notice if,any.petition, assignment, f d to in Section 10 01(e), appointment or possession re erre 10.O1(f.)_and,10.01(9) is filed by or against the Public Agency ;: or.;of the occurrence.of any.. -other event or condition which - constitutes an Event of Default, or an event or condition which, with the passage of,time or the giving of notice.or both would constitute an Event of Default, immediately upon 4 becoming aware of the existence thereof.. is Section 10.03 Remedies on -Default. Whenever any Event of Default.referred to n Section l-- 1,hereof `shall have happened and.be continuing, the Agent Bank,:.the Council,, s; or, the Trustee,shall, 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; 5..16;,and: Article. 4 X of.., the ,, Indenture, . end, . without limitation, ; the.:: Trustee and f the Council,, .at the direction-.pf .the Agent: Bank or:- as: other-:,,,, ' ,3 wise -specifically. providedin. Section, :5.16-of, the Indenture, � may do -one or more of the follo; ng: `r (a) Declare all Loan Repayments, and all other. amounts owing: hereunder, to be immediately due and ,payable, and upon notice".to the Public X-3 -� - - -- -- 77777_-r- _t _. ;Agency the same Shall become immediately due and payable by the Public Agency without further notice or demand. b) Draw on the public Agency Letter.of Cre- ( ..ditf if any, held.by the Trustee. ('C) Requite that one.or more Public Agency Letters Ag8 tBank be forthwith dlivered to it. faeand the Agent (d) Execute on any -Collateral Document. (e) Take whatever other action at law or in equity may appear necessary or desirable to collect• the amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder and/or under the Collateral Docu ments. Section 10.04 Right of Agent Hank to, Direct Pro Section t Anything in th s Participation Agreement tote; the Agent Bank shall have the right, .. contrary notwithstanding, at any time during the continuance of an Event of Default, in executed'and de- by an -instrument or instruments writing livered to he Trustee, to direct the time, method.And place of -.conducting all proceedings to_be.taken in•,connection.with the terms andconditionsof this Participa- the enforcement of tion Agreement _and/or under,the Collateral Documents; -pro in vided that such direction shall not be otherwise than ipa the: provisions of law and -of this Partic" accordance :with tion Agreement and/or under the Collateral Documents.-,.t` Section 10.05 Attorneys' Fees and other Expenses, The Public Agency shall, ut.on y,to the extent permitted�- the Council, the Agent Bank, the Trustee 3 4� law, on demand pay to and/or Administrator the reasonable fees and expenses of attorneys and"other reasonable expenses incurred by any of in of Loan Repayments or any other sums due a '}4 them collection hereunder or in the enforcement of performaoteof obligations of the Public Agency hereunder undernthether Collateral Documents upon an Event of Default. The provisions of this Section 10.05 shall survive the termination and/or assignment of this Participation Agreement and the payment in full of the Public Agency's obligations hereunder. -_ Section 10.06 Application of Moneys. Any moneys collected by the Council, -the Trustee, -the Agent Bank or the Administrator pursuant to Section 10.03 hereof shall be applied _v (a) first, to pay any attorneys' fees or other expenses owed ; X-4 j i et v Ir.+�d _E11,111i r 0 by the Public Agency to the Council, the Agent Sank, the Trustee and the Administrator pursuant to Section 10.05 hereof, pro rata based on the, amount of such expenses owed, provided that fees of attorneys to the Council. the Trustee, and the Administrator shall not be payable hereunder unless the attorney for the Agent Bank shall decline within 10 days of A request to represent any or all of such parties as well as the.Agent Batik, (b) second, to pay any additional interest assessments -and any.interest due on the Loan, (c) third► to pay principal due on the Loan• (d) fourth, to pay any other amounts due hereunder, and (e) fifth# to pay interest and principal on the Loan and other amounts payable.hereundeir but which are not due, as they become due (in the same ordtrr asto amounts which come due simultaneously, as in (a) through (d) inthisSection 10.05). Moneys obtained under (b) of Section`10.03 hereof shall not be used to pay amounts described in (a) of this Section 10.06. Section 10.07,. No Remedy Exclusive;- Waivery Notice. No remedy herein conferred upon or reserved tote council, the Agent Sank, the Trustee or the Administrator is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Participation Agreement and the Collateral Documents or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. in order to entitle the Council, the Agent Bank, the Trustee or Administrator to exercise any remedy reserved to it in this Article X, it shall not be necessary to give any notice other than such notice as may be required in this Article X. (End of Article X] X-5 .`y P u '}'i31fr'�i P i r'� S � �§f• .�'�f�. % 1 r�-r,F"txr¢'C S ,; �o��i '' = i F yet 3 .C. :ti REBATE OP =CESS FUNt►5 Any, mounts rem&ining in the Trust Estate after �a tay full- payment *f the Bonds outstanding under the indenture, (b)all ataoUnta coed to the Agent Bank under the Credit ent-ha+ve been paid and the Letter of Credit terminated Agree�n and :to all feear ebargea and expenses listed in Section S'08(3)`thr*ugh (1) of the Indenture have been paidr shall# after being held for 123 days after such foil payment shall have been *Ade and no claim shall have been made thereon -and no Act of Bankruptcy with respect to the Council or any ; Patticipa►ting Public Agency shall have occurred shahlxbe distributed as provided in -Section $611 of the indenture. a [End of Article Xij the Publie Agency maintains on deposit witn tne wruouaw a of Credit# in form and mount approved e public Agency "Letter b.the Agent Bank.' �. ge6tiof► 12.02 Notices. All noticesr certificates hereunf r shall be sufficiently given or other communications shall deemed given when hand delivered or Ensiled by, and -be egistrered_ or certified frail, postage prepaid► to the parties bt the foll*Ving addresses: The Councils First Municipal Loan Council c/o Florida League of Cities _ 201 West Park Avenue Tallahassee, Florida 32301-1757 Attention: Executive Director The Agency: City of Miami .Public Finance Department 3500 Pan American Drive = Miami, Florida 33133 Attention:Director of Finance Tha.Admin'strator: Florida I League of Cities 201 West Park `Avenue Tallahassee; Florida: 323,02-1757 Attention: Executive Director;.'. — t The Sun Bank, National Association`° ,Trustee: 225 East Robinson Street fs Suite 350 P:O. `Box `44 Orlando, FL 32802-0044, =, Attention-; Trust.Department - The -Agent Bank: The Sumitomo Bank, Limited New York. Branch One "World Trade ' Center, 'Suite 9651 _ F j New :.York, New- York ` 10048 Attention: "'Manager, Public Finance Department Telephone: (212) 553-0100 XIi-1 =r< x. The itmarketiog Agents Shearson tehmAn HUMN ; .1jorld trade Center 1= Tower Two �- 104th door New Yorkr New Mork 10285 t Attentions Municipal Short -Term - Finance Desk ` Any of the above parties may. by notice in writing "given to the others. designate any further or different which subsequent notices, certificates or other addrsses to omaunications shall be sent. inding Effe. To the extent pro - Section 12.03 Bct Agreement shall be binding _ vilcd. hereinr , this Participation upon the Public Agency and the Council and shall inure to Council, the Trustee h the benefit of the. Public Agency# the and the Agent Sank and their respective successors and, assigns.=- Section 12.04 Severability. -In the event any be held provision`of this Participat on Agreement shall or unenforceable by any court of competent jurisdic- invalid: tion, such holding shall not invalidate or render unenforce- able any other; provision hereof. Section,i2.05 Amendments Changes and Modifica- ti_ ons. ..This ..Participation Agreement may e.amen e y t e in.,Article XIII ,of -Coun`cil,,anA the .Public Agency .as provided_ indenture; providedr.howeverr that.no,such amendment the shall be efective.unless it shall have been consented to;in the. Agent The public ;Agency ;v writing by'. tlie Trustee, and ;Hank....; Agreement may require understands,;,ihat_this,Participation _.. amendment°prior to its conversion to a Correlative:Participa- V- and/or, Section r - , ursuant to, Article hereof tion Agreement.p. �14..of:�the .Indenture. = Section 12.06, :Execution in:Counter arts. This• Participation Agreement may. W aimu taneous y executed in of shall be an original and several counterparts, each which all of which,•.shail constitute � but one: -and , the, •same , inatrur ' Section 1207 A icable Law. This :Participation Agreement:shall be governe7a an construed in accordance .` with the law,. og: ,the:,State of rlorida. x XII-2 ... t 1 f !: f g5, 69 {E 4 T LL i s a !1 � •fi Y; { Y 3 K # T7 # 3 { p low WEll \ r Benefit of HsnptrtMc Pat on Agree : $etiori 12.08 Urchase by others of `lien a with Yndentueuce the p _ enk Lb n part to ent Sank of the Letter �aent a executes, the Aq issuance by any other issuer of ea reee the Bonds and the issuance by n l r all covenanter A enc of Credit (and the AcCordi 9 Y rt of the rationree-- nate Credit Fecility'1• ments and representations on the Pa the benefit of the ouncilr as set forthbenforis a benefit he benefit and the C declared to meet, are hereby Alternate Credit Troia time to time of ssuerBofdany�nd for ees to do.all holders Agent Bank (and the i of the Aq The Public Agency covenants. and aqrInd cili.ty) • r in order to complYndi fulfill £ all t l with �► things within its power comp Y and to enable theco uncilstof the Indenture. requirements royals• Whenever 09 consents atd� Counc shall be Section 12• rove anon Agree - the..written consent Yc lions of this Particip an Authorized required_under,the P royal may be given by other additional ment,.sucti consent or aPP rules, regulations or resolu- Rep,egertative of thewcoOinbyl or such d by la rovide person P Lions of the Council. Em to eea and Immunit of Officers, or t e payment Section 12.10 e a No recourse sha #_ Members.of Council. sentationr obliga or premium or intereset her or for o ;:the,princ.,Pa of P n any rep tion Agreement claim based then reement in this Participa resent or any`, against any past, P tion,-covenant or a9 director or`agent-of"the or, the,, Collateral Documeetmpoyee� public or private corpora future officer, member, as such, or any successor P uity, statute or Council, rule of law or eq the :enforcement- of .,any assessment. or tion, thereto under any of any, such constitution - or by a ents . as such ag otherwise, and: all,' 'directors,. g. Of- and penalty ...Or ° em loyees.. d cornditon officers,, members' P ation A9reer eb express `waived ecutioneofethis, Particip her ,, .Y consideration four the ex went and :the Collateral Documents• The `captions or: headingsd: tions. , ., Section`12.11 _.P ion Agreement, are for . copenosnintentyof Participat the reement. z in this define, limit,` or.� describe.. in no way ions or_sections of this`'Partcipation� g council. any provis TA'a flit Hof. �Nop�!iar n ,t Ise Par' -Section 12.12containe No provi$ion covenant,. or agreement or. any obliga- anon Ag he Council, or ,the bre8tihetStatef `# reement -on behalf . of the-;Co1.unh , f ticip sed upon t Lion herein impose shall constitute an indebtedness or liability o XII-3 r ' or any,political subdivision of the State (excluding the participating Public Agencies to the extent of their obliga- tjohn under their respective Participation Agreements) or Any public corporation or governmental agency existing under sl the laws thereof other than the Council solely out of the ; Trust Estate. in making the agreements, provisions and } E� covenants set forth in this Participation Agreement, the Council has not obligated itself except with respect to the= : �1 Trust Estate. 1+: Section 12.13 Payments Due on Saturda s, Sundays _ ( and Eolidays. in any case where the date for making any act or the payment or the last date for performance of any of any right, as provided in this Participation 4 l exercise Agreement, shall be other than a Business Day, then such or shall be made on the succeeding Busi- { payment performance ness Day with the same force and effect as if done on the nominal date provided in this Participation Agreement. Section 12.14 Right of Others to Perform Public l;+ Agency's Covenants. If the Publics Agency afail to make any payment or perform any act required to be performed here- under, then and in each such case the Council, the Trustee (but shall not be obligated i or the Banks, or any of them, may to) remedy such default for the account of the Public Agency and make advances for that purpose. No such performance or j` advance shall operate to release the Public Agency from any - such default and any sums so advanced by the Council, the Trustee .or the Agent Hank shall bear interest from the date of the advance until repaid as provided herein. The Administra- tor, the:.,Agent..Bank or the Trustee shall have the right to �? enterthe"Public Agency's premises in order to effectuate = the purposes`of this Section. Section 12.15 Termination of the Agent Bank's r OF R 99hts-o— -The-Agent Bank agrees to execute such instruments terminating their interests under this Participation Agreement d and/orassigning-their--rights, title and interests under - this Participation Agreement as may be reasonably requested of them provided (i) they have been indefeasibly paid, or are satisfied in their uncontrolled discretion that they t.' will be indefeasibly paid, all amounts then due and owing or which may thereafter become due and owing to them under thisF the Indenture; ;J, Participation Agreement, the Credit Agreement and ,> and (ii) the Letter of Credit has been terminated. IN WITNESS WHEREOF, the Council has caused this Participation Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the Public Agency has caused XII-4 4 < r tt ki L i• �Y�a�} - 4 �jl „i- ay jj u +F�y� r•n. Syyr k f "'! Rpa3 ,Y•.f}^i { �f fir S � ir, ` 7 hT y T .aA�y�y artici tip» A roosent to be *X00utec� its rime with this eea1 hereunto a ` j%*d and attached by ite duly aUth0ris+ed - . Its the fete fret �x _ ofiibertt. All of the above occurrea of k.' above written* ri tat WMICIPAL LOAM CIL tS• i by iYi rman a y '. CITY OF NIAMI, FLORIDA Attest: , ey By* te. E. Tke: APPROVED ANO DESIGNATED 'AS LOAN TI#E SUMITONO HANK, `LYMITED .; x t YOAK ' BRANCH Y$� yT.i tclP.•-77 .. y y-.. 1 1 i r r ii 3B/KIA. PA r >r; ' t.. ji t z E r 5 4 or a �4i7r Principal i4t�btiat disbursed tinder Paid or Notation ...Y,.� Partici ti,on A-greetbent ,Pre ia__. Made- - } r `j ,k r�' f V S t k y �y 1 tilt t & a„ jd �YY-v1 l'MO CONSM } , v i r L : 1' LY`5 f{ s t_• 5. T_ rt 11 )v i., I" l;, f _ ^-y _ � � 4 x,# �. F "S'4; - _ �7r ,f :xL =.'nt r•>S e,%�x 61 R� .4.3 >j'b'--. � 'z& 3 l t�4��' �f A _. xf e,r3•� f�p.v p fi ta.;.. i 'L aft 4 {t'{ P: t r '. �1., - � ,.i .h l J. � yC: �..{f, f^�' 4ry Yt, ! a�4,. 1uM M f ��i �4 V t ��+h: �. S�}•. y. i y�2'_r ,1,-:: !i r? :: ar ; t tt Y ;u � �, • � � - , +,� re� 6{ �e , v, a: e, b- � � rk�i-;�. E sf i� i rr L 2 a r { q •�a3 ` fs,ia-ISbrn J G # t I I , EXHIBIT E CERTAIN COVENANTS AND REVENUE PLEDGE 16 Pled e_of R,Rev,enues (a) The Public Agency e rants to the Trustee, its geg and hereby irrevocably P rt to whom this successors and assigns (including any pa Y be pursuant to Section e t participation Agreement may assigned 5.16 of the Indenture) a lien on, and security interest in, the pledged Revenues as hereinafter defined)r prior and liens, security interests orY superior to all other pledges, other encumbrances on the Pledged Revenues now or hereafter amounts in effect, for the full and timely paym ent of all time to time under this Participation Agreement �e _4 payable from (including, without limitation, all Loan Repayments and Additional Payments required to be paid hereunder).- (b) In furtherance of the,foregoing, the Public the request of the Agent Hank or Agency agrees that, upon the Trustee, which request may be given at any time -after — the occurrence of an Event of Default, all Pledged Revenues into a separate fund desig- x- shall -be deposited as received nated as the -"City of Miami Public Improvement Pledged . Revenue Fund" (the "Pledged Revenue Fund") to be maintained bank or other financial institution reason- to at a commercial ably acceptable to the Trustee and Agent Bank.("Authorized trustee of such funds.. for 3} Depositary") which shall act; as hereof.: The.Pledged Revenues held in he, the purposes Pledged,Revenue.Fund on:or after the twentieth day.of each monthshall be disposed of only in the following manner. and in the<following order of priority.: (1) Pledged Revenues shall first be deposited_ (herein into a separate fund created by the Public Agency the "Debt: Service Fund"),, and the following accounts,- called ,each- on: ;a parity, with : each. other, ,shall be .credited .to the following. identified sums: (x) interest Accounts: the total amount of.-Uteres,, and Additional payments, duo - the. next; interest, pay went date_.,_ The moneys* ;in the Interest and deposited: ? Account.shall;;be withdrawn ;,': J.- with the Trustee on or before each inter - eat -payment . date -,in.,an amount sufficient . . y to pay the interest and Additional Pay ment8 due on such date. (y) Principal Account: One- third of the principal portion of the Loan Repayment next coming due under this Pattieipat do Agreement. 'The moneys on deposit in the Principal Account shall be Oithdraiwn and deposited With the Trus- tee _on ter . before each principal maturity date in an amount sufficient to pay the principal maturing. (a) Reserve Account: an amount specified by the Agent Sank ("Reserve Requirement"). No further deposits shall be required to be made into the Xteserve Account uhenever the full Reserve tte- auirement shall.be on deposit therein. 'i fy i S ' �•.t satl t �f r Y, a t t .s i , ..,yam .�" � �,eN�: J. Jy9 f s _ ``��t'�.v�.'ii�4?.rs,�'� ...rJf L 7 �.. ! � � � .i �� :� ,. , r.3 a � _�'a:. n+•L�'��: �i:+�`_�`F"� to pay the interest and Additional Pay- ments due on such date. (y) Principal Account: one- third of the principal portion of the Loan Repayment next conking due under this Patticipat On Agreem, the moneys on deposit in the principalAccount shall b withdrawn and deposited 'with the Trus- tee„on or before each principal maturity date in an amount sufficient to pay the principal maturing. (z) Reserve Account: an amount ? specified by the Agent Hank ("Reserve Requirement"). No further deposits shall be required to be made into the- Reserve A Account whenever the full Reserve Re-` quirement shall be on deposit therein. n L Any .withdrawals'from the Reserve Account shall be ,subsequently restored from the first moneys available after Revenues (including All required -payments from the Pledged all deficiencies in prior required payments therefrom) have j been made in. full. Moneys in ,the,_Reserve Account shall be used 'only andAdditional, ;for, ,the- purpose of paying Loan Repayments. :Payments when, the,,other moneys is ,the Debt 'Service Fund 'are insufficient .therefor, and for no.othet purpose. Whenever Account exceeds'ttie the amount on-deposit.in-the; Reserve then current Reserve.Requirement, the. excess may °be' with- 4drawn .from .the Reserve Account .and deposited in any, account in the Debt Service Fund. (2)" The 'balance of ,any` moneys 'remaining after the above required payments -have been made may, beused.for ,any -.'lawful,: purpose:; . ,,The Agency. shall r,:cause ,the-, Authorized .Public Depositary.-, to furnish =to the Trustee .,.and' the, Agent Bank, within 25 ;days after, the ;.end.: of,-.each,;calendar ,month, aY'report with; `res� setting ,-forth °all deposits. and; disbursements, made Fund calends"r pied to the Pledged.;Revenue. :during .such .month. For the purposes hereof,.the',following terms shall have the' -following meanings:- _ f E-2 Ti - i 2 t 9 999E {{ � f 1, #+�y.��; Y' ` I] t. Opledutd...�Revenues" shall mean a first lien on the grows revenues or the orange Bowl Stadium; and a portion; to be sgeeed upon by the Public Agene and the Agent Bank* ot the proceeds of the Guaranteed Entitlement oomponent of the.State Revenue sharing Revenues.ohr — "Pro ected Debt Service" for any Fiscal -Year until - "Pro ected Vest Services or any Fiscal Year until the date of -maturity f t"he"fin shall mean the sum of (i) the annual _ Loan Repayment of the Public Agency during such fiscal Year ,£ plua`(ii) the annual 'debt service on the bonds or other debt - obligatione to be issued. if the principal amount of the., yx`_ Loan is payable only at'the maturity thereof (i.e., a bullet TJ. maturity), the Projected Debt Service with respect to the Loan shall be based upon an assumed substantially.level Loan - Repayment during the period ending fifteen (15) years from the date the*Loan was made and the rate of interest on .the _ Loan shall be assumed to be the average rate during the pre - coding twelve (12) months (or such shorter period during which the Loan has been outstanding). If the principal amount of the bonds or other debt obligations to be.issued is payable only'at the maturity thereof (i.e., a bullet maturity). then'the Projected Debt Service with'respect to $- - suichobligations shall be based upon an assumed.substan-.- tfall level `debt service during.the period_ending.fifteen Y (ls)",years°from the date such obligation was.issued, and the f= date -of interest on'such obligation shall be'assumed to be the Bond Buyer Municipal Bond Index rate. Z. Entitlement. [Intentionally omitted.] l_ �36 Bud et1*. The Public Agency will set up and �g� appropriate in > annuals budget for iture:..in' expend ;each ofFIR - its fiscal years'during -which this Part icipation'Agreement .. ; shall be.in effect 'or, any'-amount'shall -be owing°'by the Pu61ic Agency hereunder'�from'the Pledged Revenues sufficient amounts of -; such. �Pledged °.Revenues. which' '111 be sufficient"to pay;all, amounts —hereunder" coming' due :in "such f iscal year . Such `of' °1s covenant •and` `agreement on: the part the -Public : Agency "to budget sand appropriate !"Suf ficient amounts of , such Pledged Revenues `in amounts3 sufficient to make ill' ;required ;payments shall -,continue until all >payments required 'hereunder shall have-been_Actually paid "in the manner herein'provided. The amount budgeted and appropriated for interest due hereunder ; shall be based upon an assumed interest rate equal to (i) i E-3 {t I 9~4'= ter, r AM the greater of 120% of (a) the average rate of interest for the 13=month Period ending My 31 (or if such Loan has not been outstanding for .such periodr for such period as the Loan has been outstanding), or (b) the interest rate for the Loan Payment Period'(oalculated on a monthly basis) ending in may.of such year* or (ii) such lower rate as may be approved in writing by the Agent Bank and filed with the 'Council and the Public Agency. If during any Loan Payment Period (calculated on a monthly basis) the Loan Rate (if continued until the end of the fiscal year) would cause the total remaining Loan Repay- ments to exceed the amounts budgeted for such purposes, the Public Agency covenants and agrees to analyze the estimated average Loan Rate for the next four'(4) weeks, as such esti- mates shall be provided by the Trustee to the Public Agency. If by the end of such four -week period, the Loan Rate (if continued until the end of the fiscal year) would cause the total remaining Loan Repayments to exceed the amounts bud- geted for such purposes, the Public Agency will initiate all necessary procedures to amend its budget as may be limited by Section 2.02(q) of the Participation Agreement. The assumed interest rate used in such budget amendment will be based upon 120% of the highest Loan Rate during the past three Loan Payment Periods. 4. Reports. Together with the delivery of the annual financia statements of the Public Agency hereunder, the Public Agency will furnish to the Trustee and the Agent, Bank a report, in reasonable detail, certified by Accountants as to the amount of Pledged Revenues received by the Public Agency during the period covered by such financial statements. 5. Additional Bonds. The Public Agency hereby covenants and agrees t at t will not issue any bonds or incur any obligations secured in whole or in part by all or any of the Pledged Revenues unless (i) such bonds or obliga- tions are junior and subordinate in all respects to the obligations of the Public Agency hereunder, as to lien and source and security for payment or (ii) there shall be.sub mitted to the Trustee and the Agent Bank a certification by Accountants reasonably satisfactory to the Agent Bank that the Pledged Revenues available after such issuance or incur rence (and after giving effect to the application thereof, if necessary, to bonds and obligations secured in whole or in part by the Pledged Revenues on a parity with the Public Agency's obligations hereunder) shall equal or exceed, on an annual basis, 125% of the aggregate maximum Projected Debt E-4 r ��� L service in any year& certified copies of such calculation together with the Verifica7tion of the independent certified public accountant shall be",: dolivered by the public Agency to ,t V the Agent Bank (i) not lots than ten (10) days prior to the �= issuance of the bonds or other debt obligations if such cal - issuance T culation show that the test described in clause (i) has•been- '` satisfied leas•• than. thirty' 3011.days.,prior to — ,ot .ii:-not hi�;,dato 6� �.j�uahee +nf_ihe.bonds or other debt obligations a the 'd*h'6efit' bt :the Agent bask. is being , req�astea or i '.', .r } - ... h i tiuirements t f tlhuse.. (i) tie to be satisfied. ; F t f s x Y � L G E-5 • !r tAa IVA aid YY gv Ki d T. i! e pr L tiX S i T.--yJ n t i y t i yl... rA. .iiiv, .b�l.:i.. EXHIBIT P 1 i , City. Clerk of the City of ', Miami, Plorida, that attached hereto is a ere y Certify true and correct copy of that certain Resolution seed by th+_Cite of giaaii.Floridav at a duly ca a meet- 1989. At said meeting of the City COM- mission t``ee"�oi�lowing persons were present:jr mv _ r � Such Resolution -has -mot been amended, supplemented, modified or., repe'Aled since- its adoption.... Y ;.: WITNESS MY `BAND` AND SEAT; of . the Board : of City ,R Commissioners of the City of� Miami, Florida;this of 1959. �. CtyCer SEAL) LEL wj 42 _ - a a i .. l I - .� ay ',c i r ; rid: •jR - - •t Iti�� _ - r x � i j r 7✓� a Wyk df Sr t ; eeszz'tt I .. ^y.J 7 i 4 i.• r � �<S s2rtl �' T`. o :E....�7-.r �:.a1- 5,..,..r+a'�, y(�_._,.., a,,.l :-a r ..i.. _.. _i. .. _ ... ,. .. _ _._ l:�.r. .. i. rc ` - ttte'rhead- 6f Cbunsel to Public Ate+ Whncy) ' f .:. First Municipal Loan Council Tallahassee, Florida': 'i'lie ' g�i1�►i to�ao hank r' 'Limited - ; , Ho irork, New York, Sun hank+ National Association Orlando, Florida :. ' rt _ gentlemen: .. I' am counsel to the City of Miami,' a pubY'ie body_ .. ands public instrumentality of the' dtate of` Florida the ' "Public Agerity"),'and =have'lbeen requested by the Public Agency to give this,opinion in connection with a:.loan by;the First Municipal�Loan Council,I "Council") to the ;public - Agency "'of funds�-to' finance or -refinance or 'reimburse"` the• Public Agency� for`,alI °br, a, portion'" of, the cost of certain qualifying..capital projects (the "Project"):described.in,,and. pursuant to the Participt�tion `Agreement`,by and between, Attie . _ Council``and:the Public Agency dated. as of (ttie`"Participation A reement")'.. — 5 in-this.connection,`i gave reviewed such recoids, ' certificates and other documents as;I haYe.consideked neces- :. . sary' or ^appropriate for the purpcisea of thus"' opinion ' includ- i g ;` end anyxspecial` acta and general laws per- tain n� g to tFe Public Agency, and the relevant resolutions and ordinances ad optedf'biiatrhN City _Commission.of therrPublic — Agencir the r Lity4`Commissiou ) the; Participation Agree s f. men 'the Trust indenture c�ateagas of Decem r amended the "Indenturep") ,°: betweeq tie Council and Puck Bank, r y.. i�taationalrAssociation 'the !Trustee") "rind the xntarlocal 5 Agreement, as`�m ended'.. and °tde 'Z'eta r " f Creditcreemen+ mot"' . " i0f ited in{ the Indenture.° �ased';br�`s ch aView' an auc '• 'k Y.. Y f f K S Y 1 if R 4 f. t:'t nvest�igat ion;, ewe awe deeated AeC,essaay anc lsucY µothgr , . gas Iona leV4 derat on of ° aw .°aid ,'fant as I :believe .to b'a e r k see ae'of the; opinion :`that" ' b The Public Agiody is a duly constitute M unicipa A public i trumentility b ,the` �tate o, Fll+� land ("tate")"r ual3,dly ezistihg and in "gooc'1 stating u�n$e�r tics ,.. 8,9 .aa+iiY Ew 1 1 'rt{x t �lC�I�IT G tTAtterhe d Of ftUbsel to public Agency .. w,• x vvwwa�u�.v Ra i}QYc {rWAIR&S UXCIA_Delpes- e�ry or 'appropriate for .,the purposes' of `this opitiion, ` incYud T5 andtany, specfai°sots and general laws per - fain ng to...t a Public Agency, ,and the,, relevant*.resolutions and : ordinafiees' ado'lik bye the 'City:; Commies on�'af ttie Public fi F y Y 77 g y the faty Commission �, the Paitioipation;Agree- merit, the Trust Indenture ;'dated $s ` of �peoember,1985 -'tmended v � the �z'"Inde�ture" } ;r betwee ni l It o sal` AssocihEion ( the " ru8tee") and tiie I� ter oca�:: ` Agr'eem.nt t4 a; referred ' inttifident re'dthaet{ I.ett'ex of Credit'yiaeaien � sod on aucti raeview Rand such lnves�igatian3 a' _we 'have `deemed reesary ,and sigh other,;`' cons eration of l'aw nd ;feet `as believe ;ao u"tii levanti, we ears' of h p E Y that - 4 t jj s Th+ Iuiilic sig ns 164.dul t ,consti tut d a4niai a F, ity an a public °ir�atrumutality of e: state o`lol ,validly exiatig aria inaod atandiQ �M y F, N T _g andertah 4 ' p t 1C•N fm vLaN rMAN 77 j t !C 3.� laws of the Statet is not in violation of any provision of Its charter and any laws material to the transactions con. templated by the Participation Agreement and the Interlocal Agreement and has all requisite power and authority to exe- cute and deliver the Participation Agreement and the inter= local Agreement and to carry on its activities and own its 7 property. The .Interlocal Agreement entered into by and among the..Public Agency and other Public Agencies in the State constitutes a valid and binding interlocal agreement of the Public Agency in accordance with Chapter 163, Part I, Florida Statutes. No approval, authorization, consent or other order of any governmental entity or of any court, public board or body (other than those already obtained), and no approving referendum of the qualified electors of the Public Agency, is.legally required to allow the Public Agency to enter into and perform its obligations under the Participation Agreement and the Interlocal Agreement. The Public Agency is exempt from Federal income taxation. To our knowledge, after due inquiry, there has been no threatened change to such status. The Public Agency has the requisite power to enter into the Participation Agreement and the Interlocal Agreement and'to purchase, construct and/or install the Project and has been duly authorized to.execute and deliver the Partici- pation Agreement; and the Interlocal Agreement and.to.purchase, constiuct;and/or install the Project with.the proceeds of - the Loan under applicable law and the terms and provisions of a resolution of the City Commission. Neither the. execution and delivery of th_e..Parti- _ cipation`Agreement orls the :Interlocal Agreement and the hon- summation";of.the transactions contemplated,;thereby, nor the f ulffliment.of or, -with the,terms.and conditions 'of 'the ;Par Agreement and the Interlocal Agreement conflicts -with, violates or results in a breach or with the giving of notice or,the passing of time would ,result in..a: ,. breach ,qf *Py ,of the terms, conditiona ;or provisions: of :; the -Constitution ;of the State or. any, special or.:general,act or 41*,,governing _the„ Public; Agency..or. its .Charter or. other:._. . governing: documents, -of `the. Public- A encyn on_indebtedness),' or 'any restriction oranyagreement,ly limit instrument or governmental or court order to which the Public Agency is now a party or by which it is bound or constitutes (or with the giving of notice or the passage of time would G-2 Y � k F} constitute) a default under any of the foregoing, and does not result in the creation of any lien, charge or encumbrance upon any property or assets of the Public Agency pursuant to any indenture, loan agreement, or other agreement or instru- ment (other than the Participation Agreement). The Public Agency has obtained all permits and approvals required by any court, governmental body or officer ; for the acquisition, Construction and/or installation of the: Project, the financing or refinancing thereof or the reim- bursement of the Public Agency therefor; the Public Agency has complied with any applicable provisions of law requiring ;F any notification, declaration, filing or registration with _ any court, governmental body or officer in connection with - the execution, delivery and performance of the Participation Agreement and the Interlocal Agreement or for the acquisi-tion, construction and/or installation of the Project, the financing or refinancing thereof or reimbursement of the - Public Agency therefor; and any such acquisition, financing, refinancing or reimbursement contemplated in the Partici- pation Agreement is consistent with, and does not violate or conflict with, the terms of any such judicial, agency or other governmental consent, order or other action which is applicable thereto. The Public Agency is duly authorized and licensed to - operate its properties under the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Project is a "capital project" within the - meaning of Section 163.01(7)(d), Florida Statutes. Based - upon due inquiry and investigation, the Public Agency does ;a not plan to use the Project: (a) for sectarian instruction or in ,connection with .any part of the program (i) of.a school or department of 'divinity for any religious denomination or (ii) for -the training -of priests, ministers, rabbis or.other,similar persons,in the field of religion.or for devotional activities or religious worship; or (b) "directly or indirectly:in any trade or busi- ness carried-on:by-any-person who is not an exempt person" within the meaning of Section 103(b)(2) of the Code -(as defined in the Participation Agreement) and the regulations proposed and promulgated thereunder. G-3 Te N. The Participation Agreement and the Interlocal Agreement have been duly and validly authorized, executed and delivered and are in full force and effect. The Parti- cipation Agreement (including, without limitation, Section 2.02(q) thereof) and the Interlocal Agreement are valid and legally binding instruments of the Public Agency, enforceable in accordance with their respective terms+ except to the extent that the enforceability thereof may be limited by Taws relating to the bankruptcy or insolvency of the Public Agency or other similar laws affecting creditors' rights generally. There are no proceedings pending, or to the best of my knowledge threatened, against or affecting the Public Agency, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, pro- spects or condition (financial or otherwise) of the Public Agency, or the amount or the availability of the revenues of the Public Agency specifically pledged under the Participa- tion Agreement, or the Project or any of the consents granted or to be granted in connection therewith, or the existence or powers or ability of the Public Agency to enter into and perform its obligations under the Participation Agreement and the Interlocal Agreement or to undertake the transactions contemplated thereunder. The Public Agency is subject to suit in a court of competent jurisdiction by the Trustee, the Council, or the Agent Bank for the failure to pay any amounts due and owing by any•such entity under, or the failure to perform any obligation required by the Participation Agreement and the Public Agency is not entitled to the defense of sovereign immunity or any other comparable defense in any such suit. Any indebtedness of the Public Agency being re- financed pursuant to the'Participation Agreement did not ' arise from a'loan funded from the proceeds of obligations the interest on which is or was exempt from Federal income taxation. All capitalized terms used in this opinion but not defined herein'shall have the'meanings ascribed to such terms In 'the Participation Agreement. —' _ Very truly yours, 1 t1t G-4 �p 1, a x J # •' t5%, K ri Jk •4 ��{'�'�"F, -- R -- - _ _ Prif �.- � EXBIBIT B `- ChRTIFICATE OF PUBLIC AGENCY IN C11XRW TION $XT9 LOAN FINANCE PROJECT .T0 j- The undersigned, _ and o t e ty o M am , a po'TtTcal- — nstrumenta ty of t e tate of Florida (the "Public Agency"), } acting for and on behalf of the Public Agency, hereby certify - as of the date hereof as follows: ` The Public Agency is a duly constituted municipality ''- and.a public instrumentality of the State of Florida (the "8tate"), validly existing and in good standing under the laws of the State. The Public Agency is not in violation of any provision of any laws material to the transactions con- templated by the Participation Agreement dated as of, May .1989 (the "Participation Agreement") by and between the First Municipal Loan Council (the "Council") and the Public Agency and the Interlocal Agreement, and has all requisite power and authority to execute and deliver the Participation Agreement and the Interlocal Agreement and.to carry on its activities and own its property. a The Interlocal Agreement constitutes a valid and, binding interlocal agreement of the Public Agency in accordance with Chapter 163, Part I, Florida Statutes. i_ No approval, authorization, consent or other order of the.Public.Agency or any court, public board or body (other than -those already.obtained),, and,no approving referendum.of c = the qualified electors of the Public Agency, is_legally.re-` — quired to allow the Public Agency to enter into and perform{_ its obligations under the Participation Agreement.and.:the Interlocal Agreement. '- mpt from: -Federal :income, The Public Agency.is exempt f„ taxation. There: has been .no threatened changeto such status. { The.Public Agency has the requisite power to,enter.. into; -the Participation -Agreement and the Interlocal Agree- ment, and to be reimbursed for the Project (as defined int the ParticipationAgreement) ana.ha.s been.duly,authorized to } execute _and del.iver,.the.-Par.ticipation-Agreement.and�the Inter - local Agreement, and to.be reimbursed for the Project and to secure .the repayment.of_.;.its-obligations under; the Participa- tion -Agreement ,and the Interlocal; Agreement by ,pledging ' repayment as specified in.,the, Participation.Agreement..; _ ,. Neither the execution and delivery of the Partici- pation Agreement, or the lnterlocal Agreement or the consum- mation of the transactions contemplated thereby nor the ful- fillment of or compliance with the terms and conditions of the Participation Agreement or the lnterlocal Agreement con- flicts with or results in a breach of any of the terms, con- ditions or provisions of the Constitution of the State or any Special or General Act or laws governing the Public its docu- Agency or Bylaws, charter, or.any other governing ments of the Public Agency (including any limit on indebted- ness),'or any restriction or any agreement, instrument, law, ordinance# regulation or judicial or other governmental orderz to which the Public Agency is now a party or by which it is bound or constitutes a default under any of the foregoing. The Public Agency has obtained all permits and approvals required by any governmental body or officer, for the acquisition, construction and/or installation of the Project, the financing or refinancing thereof or the reim-, bursement therefor; the Public Agency has complied with any applicable provisions of law requiring any notification, declaration, filing or registration with any court, govern- mental�body or officer in connection with the execution, delivery and performance of the Participation Agreement and the-lnterlocal Agreement or for the acquisition,.construction } and/or installation of the Project, financing or refinancing 6 thereof or reimbursement of the Public Agency therefor; and any such acquisition, financing, refinancing or reimburse- _ ment contemplated.in the.Participation Agreement.is consis- tent with, and does not violate or :conflict with,,the terms of any orderof such judicial, agency or other governmental consent, order or other action which is applicable thereto. The Public Agency does not plan to use the Project: (a) for sectarian instruction or -in connection; with any part of the'program (i)--of a school or department of divinity for any religious denomination or (ii) for the training of priests, ministers, rabbis_or'other, similar persons in the field of religion'or for devotional activities or religious worship; or (b) "directly or indirectly. -in any tiade*or-buss- ness carried on by any person who is not an exempt person" within_the,meaning of Section 103(b)(2) of the Code`(as defined in the -Participation Agreement) or in any "unrelated trade or business," as defined in Section 513(a) of the Code and the regulations proposed and promulgated thereunder. H-2 177 i ,i 'i 7 r ra r �{ ! 'zT 4 �+ There are no proceedings pending, or to the know- ledge of the Public Agency threatened# against or affecting I the Public Agency, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, , would materially and adversely affect the pro- p erties, pros p acts or condition (financial or otherwise) of the Public Agency, or the amount or the availability of they � revenues of the Public Agenc s ecificall- the Participation Agreement, or the Project or anydofdthedconer bents granted or to be granted in connection therewith, or the existence or powers or ability of the Public Agency to enter into and perform its obligations under the Participa- r tion Agreement and the Interlocal Agreement or to undertake the transactions contemplated thereunder. }aA °- k?- The covenants contained in Exhibit E of the Parti- cipation Agreement have been duly and validly entered into in order to create an obligation for the repayment of all amounts from time to time outstanding under the Participation Agreement. {; The representations and warranties of the Public Agency set forth in the Participation Agreement and the Inter - l ocal Agreement, are true and correct in all material respects on the date thereof; the Public Agency is in compliance with all terms, covenants and conditions of the Participation Agreement and the Interlocal Agreement on the date hereof; and no Event of Default (as defined in the Participation Agreement) or condition, event or act which with notice or lapse of time or both would become an Event of Default exists + on the date hereof or will exist upon the making of the Advances (as defined in the Participation to be made on the date hereof. p n Agreement) scheduled f R ��• �,�'�%�` R v �� � ,� r r ary� fir Z�l MA tm��� S. f l 6 b i r'4 �.y 7 1 f• -. a � < j.. lt' �y9,��..str E'� �j�Ja.: g � 7'cC }, 4� Z 1 Y ' i = i }� u - - - Q;j _ t 'E •' 4 _ 3s � t f ' y'n v.3 r r t i } 1 Sri:: b, p .A k SY } 1.'Sy�edf a r;x rr�h t t — i .� _ 7,77-7 y t, i �r p fd sz-l`'s sttfi f..is m � �'�n t �� �,F + a r $ x' h `I t� B i k ykr p a - L Y�y51T� ,y G} Ti .5 3 � A�. r t } r 5r a � -'S n . S• f CS p S T'' 14�-, ZXHIBIT P C99TIPICATE AS TO PUBLIC MEETING 1. We# the undersigned constituting all the members of the Governing'Bony of the City of Miami (the 00overning Body"), DO 11EARBY CIERTIPt# individually and collectively# that ve,have no personal knowledge that any two or more mem- bers of the Governing Body, meeting together, reached any prior conclusion as to whether the actions taken by the Governing Body, with respect to the execution and delivery of that certain Participation Agreement ("Participation Agreement"), between the City of Miami and the First Municipal Loan Council, including any and all exhibits attached there- to, the security therefor and the application of the proceeds thereof, should or should not be taken by the Governing Body or should or should not be recommended as an action to be taken or not to be taken by the Governing Body, except at public meetings of the Governing Body held after due notice to the public was given in the ordinary manner required by law and custom of the Governing Body. Further, we certify that we do not have or hold an m l e t t t 11 t' hi ith th i —f y e p oym n or. con rac ua re a ions p w e F LOU Municipal Loan Council, or any other relationshipwhich would cause 'a conflict of interest to arise under the Constitution or the laws of the.State of Florida unless (i) the same has been disclosed in accordance with Section 112.3143, Florida Statutes, as`amended, and other applicable provisions of law and (ii),any person having any such conflict of interest did not vote for.the approval of the execution and delivery of` the Participation`Agreement and any and all documents inci- dental or necessary to the delivery thereof and the under- taking of the obligations specified therein. _ IN WITNESS WHEREOF, we have hereunto affixed our official signatures this day of , 19896 Sworn to and subscribed before me this day of 1989. Notary Public My Commission Expires: qa _ 89--4�9►� e x ; , i k; `{k E r s 16, city OF MIAMI, FLOAIDA INYEFi-OFFICE MEMORANDUM