Loading...
Resolution 002-1993 , . \. '\ , f \ I I .\ \ RESOLUTION NO. 002 -1993 A RESOLUTION PROVIDING FOR THE ADVANCE REFUNDING OF THE OUTSTANDING REFUNDING IMPROVEMENT REVENUE BONDS, SERIES 1983, OF MONROE COUNTY, FLORIDA; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,500,000 REFUNDING IMPROVEMENT REVENUE BONDS, SERIES 1993, TO FINANCE THE COST THEREOF; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM THE RACETRACK FUNDS AND JAI ALAI FRONT ON FUNDS ACCRUING ANNUALLY TO MONROE COUNTY, FLORIDA, AND DISTRIBUTED TO THE BOARD OF COUNTY COMMISSIONERS; CONTAINING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY MONROE COUNTY, FLORIDA: THE BOARD OF COUNTY ~ o ~ .. :;';J ~ o b ~ 1'17 (') t; ~ 'I ':JI'-> ~ ,::::: o ~ ~ ct;, /"1 $: <':> I'- C::J COMMISS~~~ ot=-v C~~I ,->]<,:>":;" :::t> ~ r- "'f;:r..- ~ ~ ,,_.... ~ C) Co ~ r'7 a J....., ::t;l f\) ~ ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapter 125, Florida Statutes, Ordinance No. 1-1981 of the county, and other applicable provisions of law. SECTION 1.02 DEFINITIONS. Unless the context otherwise requires, the terms defined in this section shall have the meanings specified in this section. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. A. "Accountant" shall mean the independent certified public accountant or firm of certified public accountants at the time employed by the Issuer under the provisions of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. B. "Act" shall mean Ordinance No. 1-1981 of the provisions of law. C. "Additional parity Bonds" shall mean additional obligations of the Issuer which have an equal lien on the Pledged Funds and rank equally in all applicable respects with the Bonds initially issued hereunder. Chapter County, 125, and Florida statutes, other applicable D. "Amortization Installment" with respect to any Current Interest paying Bonds of a series, shall mean an amount so designated which is established for the Current Interest Paying Term Bonds of such series, provided that (1) each such installment shall be deemed to be due on such interest or principal maturity date of each applicable year as is fixed by subsequent resolution of the Board, and (2) the aggregate of such installments for such series shall equal the aggregate principal amount of Current Interest paying Term Bonds of such series authenticated and delivered on original issuance; and with respect to any Term Bonds of a series issued as Capital Appreciation Bonds, shall mean the Compounded Amounts so designated by subsequent resolution of the Board, provided that each such installment shall be deemed to be due on such date of each applicable year as is fixed by subsequent resolution of the Board. E. "Authorized Investments" shall mean any of the following if and to the extent the same are at the time legal for investment of county funds, the value of which shall be determined in accordance with the definition of "value" below: (1) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the united states of America ("Government Obligations"); (2) bonds, debentures, notes, participation certificates or other obligations of the following federal agencies, which obligations represent the full faith and credit of the United states of America: the Export-Import Bank, the Government National Mortgage Association, the Farmers Home Administration, the Federal Housing Administration or the Maritime Administration; (3) bonds, notes or other obligations of the Federal Home Loan Mortgage Corporation, rated "MA" by standard & poor's corporation, New York, New York ("S&P"), and "Aaa" by Moody's Investors Service, New York, New York ("Moody's"), maturing not later than 3 years from their respective dates; (4) time and demand deposits (insured at all times by the Federal Deposit Insurance Corporation ("FDIC") or otherwise collateralized with obligations described in clause (1) of this definition) in any commercial bank or savings and loan association which is a "qualified public depository" under the laws of the State of Florida; (5) subject to written approval by the Bond Insurer, with notice to S&P, repurchase agreements fully and continuously secured by Government Obligations, with any bank, trust company, national banking association or savings and loan association which is a member of FDIC and is a "qualified public depository" under the laws of the state of Florida; or with any registered 2 3247/MON59008/AAO government bond broker/dealer which is subject to the jurisdiction of the Securities Investors' Protection Corporation; provided, (a) such Government Obligations are held by the Issuer or a third party which is (i) a Federal Reserve Bank, or (ii) a bank or savings and loan association which is a member of FDIC and is a "qualified public depository" under the laws of the State of Florida, or (iii) a bank or savings and loan association approved in writing for such purpose by the municipal bond insurer, if applicable; and the Issuer shall have received written confirmation from the third party that it holds such Government Obligations; and (b) a perfected first security interest in or title to such Government Obligations is created or obtained for the benefit of the Issuer; (6) subject to written approval by the Bond Insurer, with notice to S&P, shares in a money market fund, the investments of which are exclusively in Government Obligations; (7) subject to written approval by the Bond Insurer, with notice to S&P, any other agreements for the investment of money between the Issuer and a bank, trust company, national banking association or corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or the Federal National Mortgage Association, or any corporation, including insurance companies, (a) whose unsecured obligations or uncollateralized long term debt obligations have been assigned ratings by S&P and Moody's, which are equal to or higher than the ratings initially assigned by S&P and Moody's to the Bonds, or (b) which has issued a letter of credit contract, agreement or surety bond in support of debt obligations which have been so rated; or (8) any other investments authorized or permitted from time to time by Section 125.31, Florida Statutes, or any other law of the State of Florida controlling the investment of surplus public funds of a county, which either conform to the conditions for "permitted investments" in the Commitment or are approved in writing by the Bond Insurer. F. "Board" shall mean the Board of County Commissioners of the Issuer. G. "Bond Insurance policy" shall mean the municipal bond insurance policy issued by the Bond Insurer insuring the payment when due of principal of and interest on the Bonds originally issued hereunder, as provided herein. H. "Bond Insurer" shall mean, with respect to the Bonds originally issued hereunder, AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. 3 3Z47/MON59008/AAO I. "Bond Registrar" shall mean the officer of the Issuer or such bank or trust company, located within or without the state of Florida, who or which shall maintain the registration books of the Issuer and be responsible for the transfer and exchange of the Bonds, and who or which also may be the paying agent for the Bonds and interest thereon. J. "Bond Year" shall mean the one year period ending on a principal maturity date or Amortization Installment due date for the Bonds. K. "Bonds" shall mean the Refunding Improvement Revenue Bonds, Series 1993, herein authorized to be issued, together with any Additional parity Bonds hereafter issued under the terms, conditions and limitations contained herein. L. "Capital Appreciation Bonds" shall mean Bonds, the interest on which (1) shall be compounded periodically, (2) shall be payable at maturity or redemption prior to maturity and (3) shall be determined by reference to the Compounded Amounts. M. "Code" shall mean the Internal Revenue Code of 1986, as amended, together with the valid and applicable regulations and proposed and temporary regulations thereunder, and, if applicable, under the Internal Revenue Code of 1954, as amended; and any successor provisions, N, "Commitment" shall mean the Commitment for Municipal Bond Insurance, dated November 24, 1992, of the Bond Insurer with respect to the Bonds originally issued hereunder. Q. "Compounded Amounts" with respect to any Capital Appreciation Bonds, shall mean the amounts so designated in a subsequent resolution of the Board, representing principal and interest accrued on such Capital Appreciation Bonds. P. "Current Bonds, the interest on basis. Interest paying which shall be Bonds" shall mean the payable on a semiannual Q. "Debt Service Requirement" for any Bond Year, as applied to the Bonds, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Current Interest paying Bonds during such Bond Year, except to the extent that such interest shall have been provided by payments into the Sinking Fund out of Bond proceeds for a specified period of time. (2) The aggregate amount required to pay the principal becoming due on Current Interest paying Bonds for such Bond Year. For purposes of this definition: (a) the stated maturity date of any Current Interest Paying Term Bonds shall be disregarded and the Amortization Installments 4 3247/MON59008/AAO applicable to such Current Interest paying Term Bonds in such Bond Year shall be deemed to mature in such Bond Year; and (b) the principal amount of any Current Interest paying Term Bonds having a single principal maturity and no Amortization Installments therefor shall be calculated as if the amount of such single maturity had been amortized over a term of years and was payable in such payments of principal and interest as shall be set forth in a subsequent resolution of the Board adopted prior to the delivery of any such Bonds. (3) The aggregate amount required to pay the Compounded Amounts due on any Capital Appreciation Bonds maturing in such Bond Year. For purposes of this definition, the stated maturity date of any Capital Appreciation Term Bonds shall be disregarded and the Amortization Installments applicable to such Capital Appreciation Term Bonds in such year shall be deemed to mature in such year. R. "Escrow Deposit Agreement" shall mean that certain Escrow Deposit Agreement by and between the Issuer and a bank or trust company which shall be selected and named by the Board prior to the delivery of the Bonds, which agreement shall be in substantially such form as shall be determined by subsequent resolution of the Board. S. "Federal Securities" shall Government Obligations and/or (2) cash FDIC or otherwise collateralized with none of which are subject to redemption option of the obligor. mean, collectively, (1) (insured at all times by Government Obligations), prior to maturity at the T. "Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the succeeding September 30, or such other annual period as may be prescribed by law from time to time for the Issuer. u. "Holder of Bonds" term shall mean any person who any such Bond or Bonds. or "Bondholders" or any similar shall be the Registered Owner of V. "Issuer" or "County" shall mean Monroe County, Florida. W. "Maximum Debt Service Requirement" shall mean, as of any particular date of .calculation, the greatest amount of aggregate annual Debt Service Requirements for all series of outstanding Bonds for the then current or any future Bond Year. x. "Pledged Funds" shall mean the Racetrack Funds. y, "Racetrack racetrack funds and jai Monroe County, Florida, statutes, and allocated Laws of Florida (1939). Funds" shall mean that portion of the alai fronton funds accruing annually to pursuant to Chapters 550 and 551, Florida to the Board pursuant to Chapter 19260, 5 3247/MON59008/AAO Z. "Record Date" shall mean the 15th day of the month immediately preceding any interest payment date for the Bonds. AA. "Refunded Bonds" shall mean the outstanding Refunding Improvement Revenue Bonds, Series 1983, of the Issuer, dated June 1, 1983. BB. "Refunded Bonds No. 139-1983 duly adopted by amended and supplemented, which Refunded Bonds. Resolution" shall mean Resolution the Board on May 17, 1983, as authorized the issuance of the CC. "Registered Owner" shall mean the owner of any Bond or Bonds as shown on the registration books of the Issuer maintained by the Bond Registrar. DD. "Reserve Account Requirement" shall mean (1) the lesser of (a) Maximum Debt Service Requirement, (b) 125% of the average Debt Service Requirement, or (c) an amount equal to 10% of the proceeds of the sale of the Bonds as set forth in Section 148(d)(2) of the Code; or (2) if no Reserve Account funding is required for the issuance of the Bonds, $0.00. EE. "Resolution" Resolution and all resolutions hereto. shall mean, collectively, this amendatory hereof or supplemental FF. "Serial Bonds" shall mean the Bonds which shall be stated to mature in semiannual or annual installments. GG. "Term Bonds" shall mean the Bonds which shall be stated to mature on one date and which shall be subject to mandatory redemption by operation of the Bond Amortization Account, or otherwise designated as such by resolution of the Board adopted prior to the delivery thereof. HH. "Value" which shall be determined as of the end of each month, shall mean: (1) as to investments the bid and asked prices of which are published on a regular basis in The wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (2) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any 2 nationally recognized government securities dealers (selected by the Issuer in its absolute discretion) at the time making a market in such investments, or the bid price published by a nationally recognized pricing service; (3) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (4) as to any investments not specified above: the value thereof established by prior agreement between the Issuer and the Bond Insurer. 6 3Z47/MON59008/AAO SECTION 1.03 FINDINGS. determined and declared that: It is hereby ascertained, A. The County deems it necessary and in its best interest to provide for the refunding of the Refunded Bonds, and the redemption of the callable outstanding Refunded Bonds on the first date at which those Refunded Bonds may be redeemed at a premium of 3% or less, through the issuance of the Bonds herein authorized. The refunding program herein described will be advantageous to the Issuer by achieving an annual reduction in debt service which would have been due on the Refunded Bonds. B. Section 1 of Resolution No. 140-1983 of the Board, which specified the remaining fiscal details of the Refunded Bonds, provides for the optional redemption of certain of the Refunded Bonds and reads in part as follows: "The Bonds maturing in the years 1984 to 1993, both inclusive, are not subject to redemption prior to their respective stated dates of maturity. The Bonds maturing in the year 1994 and thereafter shall, at the option of the Issuer, be redeemable in whole at any time on or after July 1, 1993, or in part, in inverse numerical order, on July 1, 1993, or on any interest payment date thereafter, at a price of par and accrued interest, plus the following premiums expressed as percentages of the par value of the Bonds to be so redeemed, if redeemed during the following years: Years Premium 1993 to 1994 1995 to 1996 1997 to 1998 1999 to 2000 2001 and thereafter, but prior to maturity 2 1/2% 2 1 1/2 1 1/2" C. Section 2.06 of the Refunded Bonds Resolution reads in part as follows: "Notice of such redemption (a) shall be published at least 30 days prior to the redemption date in a financial journal published/and or of general circulation in the Borough of Manhattan, City and State of New York; (b) shall be filed with the paying agent; and (c) shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books." D. The funds needed for the refunding as above described shall be derived from the sale of the Bonds herein authorized. An amount which, together with any income on the investment thereof, will be sufficient to effect the refunding of the Refunded Bonds, will be deposited in an irrevocable escrow account established for the holders of such Refunded Bonds and 7 3247/MON59008/AAO invested in Government Obligations. The principal amounts of such Government Obligations, together with the interest earnings thereon, plus any amounts held in cash, will be sufficient to make timely payments of all presently outstanding principal, interest and redemption premium to be paid from such escrow account in respect to such Refunded Bonds, and all costs associated with the acquisition and subsequent management of such Government Obligations. E. The Pledged Funds are not now pledged or encumbered in any manner except to the payment of the Refunded Bonds, F. The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Funds as herein provided. Neither the Issuer nor the state of Florida or any political subdivision thereof or governmental authority or body therein shall ever be required to levy ad valorem taxes to pay the principal of and interest on the Bonds or to make any of the required sinking fund, reserve or other payments required by this Resolution or the Bonds; and such Bonds shall not constitute a lien upon any property owned by or situated within the territorial limits of the Issuer, except as provided herein with respect to the Pledged Funds. G. The estimated Pledged Funds will be sufficient to pay all principal of and interest on the Bonds to be issued hereunder, as the same become due, and to make all required sinking fund, reserve or other payments required by this Resolution. H. On the date of delivery of the Bonds originally issued hereunder, the Issuer expects to comply with the applicable provisions of Section 5.06 of Resolution No. 206-1990, as amended, of the~ Board regarding the issuance of additional obligations of the Issuer secured by certain legally available funds of the Issuer derived from sources other than ad valorem taxation. I. The Bonds will not be "private activity bonds" as defined in Section 141 of the Code. J. The Issuer (and all subordinate entities thereof) does not reasonably expect to issue tax-exempt obligations (other than "private activity bonds") in excess of $10,000,000 aggregate face amount in the calendar year 1992. SECTION 1.04 RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such Bondholders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of 8 3Z47/MON59008/AAO (a) the legal Holders of any and all of such Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein, and (b) the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance Policy) . 9 3247/MON59008/AAO ARTICLE II AUTHORIZATION OF REFUNDING AND ISSUANCE OF BONDS; DESCRIPTION, DETAILS AND FORM OF BONDS SECTION 2.01 AUTHORIZATION OF REFUNDING. The refunding of the Refunded Bonds is hereby authorized by this Resolution. The cost of the refunding may include, but need not be limited to, legal and financing expenses; expenses for estimates of costs and of revenues; expenses for computer calculations and verifications; fees of consultants; administrative expenses; premiums for municipal bond insurance policies; the creation and establishment of reasonable reserves for debt service; the discount on the sale of the Bonds; and such other costs and expenses as may be necessary or incidental to the financing herein authorized. SECTION 2.02 AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, obligations of the Issuer to be known as "Refunding Improvement Revenue Bonds, Series 1993," herein sometimes referred to as "Bonds," are hereby authorized to be issued in the aggregate principal amount of not exceeding $2,500,000 for the purpose of advance refunding the Refunded Bonds in the manner specified by this Resolution. SECTION 2.03 DESCRIPTION OF BONDS. The Bonds shall be dated, shall be issued in such denominations, shall bear interest at not exceeding the maximum rate authorized by applicable law, payable at such times, and shall mature on such dates and in such years and in such amounts; all as shall be fixed by subsequent resolution of the Board adopted at or prior to the sale of the Bonds to their initial purchasers. The Bonds shall be issued in fully registered form without coupons; shall be issued as Current Interest paying Bonds or as Capital Appreciation Bonds, and as Serial Bonds or Term Bonds, or a combination thereof; shall be payable with respect to both principal and interest at such bank or banks to be determined by the Issuer prior to the delivery of the Bonds; shall be payable in lawful money of the united States of America; and, in the case of Current Interest Paying Bonds, shall bear interest from their date or dates, payable by mail to the Registered Owners at their addresses as they appear on the registration books. If Term Bonds are issued, Amortization Installments therefor may be fixed in the subsequent resolution described above. If Capital Appreciation Bonds are issued, Compounded Amounts therefor shall also be fixed in the subsequent resolution described above. Notwithstanding any other provisions of this Section, the Issuer may, at its option, prior to the date of issuance of any Bonds, elect to use an immobilization system or pure book- entry system with respect to issuance of the Bonds, provided adequate records will be kept with respect to the ownership of 10 3247/MON59008/AAO Bonds issued in book-entry form or the beneficial ownership of Bonds issued in the name of a nominee. Under such circumstances the Issuer is authorized to execute and deliver any letters of representation or completed eligibility questionnaires necessary to qualify for the book-entry program with The Depository Trust Company, New York, New York, or any other recognized securities depositories. As long as any Bonds are outstanding in book-entry form, the provisions of Sections 2.04, 2.07 and 2.08 of this Resolution may not be applicable to such book-entry Bonds; and the provisions of this Section 2.03 may be modified as set forth in the resolution described in the succeeding sentence. The details of any alternative system of Bonds issuance, as described in this paragraph, shall be set forth in a resolution of the Board duly adopted at or prior to the sale of any of the Bonds. SECTION 2.04 EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall be executed in the name of the Board by its Mayor and countersigned and attested by its Clerk, either manually or with their facsimile signatures, and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Certificate of Authentication of the Bond Registrar shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Bond Registrar shall be either manual or in facsimile; provided, however, that at least one of the above signatures, including that of the authorized signature for the Bond Registrar, appearing on the Bonds, shall at all times be a manual signature. In case anyone or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the Issuer before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as provided in this Resolution and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bonds may be signed and sealed on behalf of the Issuer by such person as at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. If the Bonds are validated by the Circuit Court for Monroe County, Florida, a certification as to validation, in the form hereinafter provided, shall be executed with the facsimile signature of any present or future Mayor of the Board. SECTION 2.05 NEGOTIABILITY. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive Holder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. 11 3247/MON59008/AAO SECTION 2.06 REGISTRATION. The Issuer shall, prior to the proposed date of delivery of the Bonds, by resolution of the Board designate the Bond Registrar and, if applicable, paying agent. The Bond Registrar shall be responsible for maintaining the books for the registration of and for the transfer of the Bonds and, if a bank is so designated, in compliance with a written agreement to be executed between the Issuer and such bank as Bond Registrar on or prior to the delivery date of the Bonds. upon surrender to the Bond Registrar for transfer or exchange of any Bond, duly endorsed for transfer or accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Registered Owner or his attorney duly authorized in writing, the Bond Registrar shall deliver in the name of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations and of the same maturity and interest rate and for the aggregate principal amount which the Registered Owner is entitled to receive; provided, however, that Current Interest paying Bonds may only be exchanged for new Current Interest Paying Bonds and Capital Appreciation Bonds may only be exchanged for new Capital Appreciation Bonds. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Issuer or the Bond Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Issuer or the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney. The Bond Registrar or the Issuer may require payment from the Registered Owner or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Bonds. Such charges and expenses shall be paid before any new Bond shall be delivered. Interest on the Bonds shall be paid to the Registered Owners whose names appear on the books of the Bond Registrar as of 5:00 p.m. (eastern time) on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered, The Issuer and the Bond Registrar may treat the Registered Owner of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. 12 3247/MON59008/AAO Notwithstanding the foregoing provlslons of this Section 2.06, the Issuer reserves the right, on or prior to the delivery of the Bonds, to amend or modify the foregoing provisions relating to registration of the Bonds in order to comply with all applicable laws, rules and regulations of the United States or the State of Florida relating thereto, including, particularly, any provision of such laws, rules and regulations as shall permit the use of unregistered instruments and coupons, The provisions of such instruments and coupons, if applicable, shall be set forth in a subsequent resolution of the Board, SECTION 2.07 DISPOSITION OF BONDS PAID OR REPLACED. Whenever any Bond shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Bond shall, after cancellation, either be retained by the Bond Registrar for a period of time specified in writing by the Issuer, or at the option of the Issuer, shall be destroyed by the Bond Registrar as authorized by law, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Issuer, SECTION 2.08 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer, acting through the Bond Registrar, may in its discretion issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen, or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Registered Owner furnishing satisfactory proof of his ownership and the loss thereof (if lost, stolen or destroyed) and indemnity satisfactory to the Issuer, and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying (in advance if so required by the Issuer or the Bond Registrar) such taxes, governmental charges, attorneys fees, printing costs and other expenses as the Issuer and/or the Bond Registrar may charge and/or incur. All Bonds so surrendered shall be cancelled by the Bond Registrar. If any such Bond shall have matured or will mature within 45 days, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section shall constitute original contractual obligations on the part of the Issuer, whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien, source and security for payment, pursuant to this Resolution from the funds, as hereinafter pledged, to the same extent as all other Bonds issued under this Resolution. 13 3247/MON59008/AAO SECTION 2.09 PROVISIONS FOR REDEMPTION. The Bonds or any portions thereof shall be subject to mandatory and/or optional redemption prior to their respective stated dates of maturity, at such times and in such manner as shall be determined by subsequent resolution of the Board adopted on or prior to the sale thereof. Notice of such redemption shall, at least 30 days prior to the redemption date, be filed with the Bond Registrar and paying agent and be mailed, postage prepaid, by the Bond Registrar to all Registered Owners of Bonds to be redeemed at their addresses as they appear of record on the books of the Bond Registrar as of 45 days prior to the date fixed for redemption; provided, however, that failure to mail such notice of redemption to a Registered Owner shall not render ineffective any proceedings for redemption with respect to Bonds held by Registered Owners to whom notice was properly mailed. Interest shall cease to accrue on any Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The privilege of transfer or exchange of any of the Bonds selected for redemption shall be suspended. Furthermore, at least 2 business days in advance of mailing the notice of redemption as specified above, the Bond Registrar shall send such notice of redemption by certified mail, overnight mail/delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of the type comprising the Bonds (such depositories currently The Depository Trust Company, New York, New York; Midwest Securities Trust Company, Chicago, Illinois; Pacific Securities Depository Trust Company, San Francisco, California; and Philadelphia Depository Trust Company, Philadelphia, pennsylvania); and at least 30 days prior to the redemption date, mail such notice of redemption to one or more national information services which disseminate notices of redemption of obligations such as the Bonds; provided, however, that failure to distribute such notice of redemption to such depositories and national information services shall not render ineffective any calling of Bonds for prior redemption. Each notice of redemption shall state the date of dissemination of such notice; the date of issue of the Bonds; the redemption date; the redemption price; the place or places of redemption (including the name and appropriate address or addresses of the paying agent); the dates of maturity and interest rates borne by the Bonds to be redeemed; the CUSIP number (if any) of the maturity or maturities to be redeemed; and, if less than all of any such maturity, the distinctive certificate numbers of the Bonds of such maturity to be redeemed, and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on such date there will become due and payable on each of such Bonds, the redemption price thereof, or of such specified portion of the 14 3247/MON59008/AAO principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date; and that from and after such redemption date, interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the paying agent specified in the redemption notice. Failure to include in such notice of redemption all of the information specified in this paragraph, shall not render ineffective any proceedings for the redemption of Bonds. SECTION 2.10 FORM OF BONDS. The text of the Bonds, together with the Certificate of Authentication of the Bond Registrar, and, if applicable, the Validation Certificate to be endorsed thereon, be substantially of the following tenor, with such omissions, insertions and variations as may be necessary or desirable and authorized or permitted by this Resolution or any subsequent resolution adopted prior to the issuance thereof; or as may be necessary if the Bonds or a portion thereof are issued as Capital Appreciation Bonds or bear a variable rate of interest; or as may be necessary to comply with applicable laws, rules and regulations of the United states Government and the state of Florida in effect upon the issuance thereof: 15 3247/MON59008/AAO CUSIP: No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MONROE REFUNDING IMPROVEMENT REVENUE BOND, SERIES 1993 RATE OF INTEREST MATURITY DATE DATE OF ORIGINAL ISSUE REGISTERED OWNER: PRINCIPAL SUM: KNOW ALL MEN BY THESE PRESENTS, that Monroe County, Florida (the "County"), for value received hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above, the Principal Sum shown above, upon the presentation and surrender hereof at the corporate trust office of , as Paying Agent and Bond Registrar (collectively, the "Bond Registrar"), and to pay solely from such special funds, interest hereon from the date of this bond or from the most recent interest payment date to which interest has been paid, whichever is applicable, until payment of such sum, at the Rate of Interest per annum set forth above, payable on , and semiannually thereafter on 1 and 1 in each year (or if any such date is not a business day, then on the next business day thereafter), by check or draft mailed to the Registered Owner at his address as it appears at 5:00 P.M. (eastern time) on the fifteenth day of the month preceding the applicable interest payment date, on the registration books of the Board kept by the Bond Registrar. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This bond is one of an authorized issue of bonds issued to finance the cost of advance refunding the outstanding Refunding Improvement Revenue Bonds, Series 1983, of the County, dated June 1, 1983, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 125, Florida Statutes, Ordinance No. 1-1981 of the County, and other applicable provisions of law, and a resolution duly adopted by the Board of County 16 3247/MON59008/AAO Commissioners of as [amended and] and is subject Resolution. the County (the "Board") on , 1993, supplemented (collectively, the "Resolution"); to all the terms and conditions of such This bond and the interest hereon are payable from and secured by a prior lien upon and pledge of the portion of the racetrack funds and jai alai fronton funds accruing annually to the county, under the provisions of Chapters 550 and 551, Florida statutes, and allocated to the Board pursuant to Chapter 19260, Laws of Florida (1939), (the "pledged Funds"); all in the manner provided in the Resolution. It is expressly agreed by the Registered Owner of this bond that such Registered Owner shall never have the right to require or compel the levy of ad valorem taxes for the payment of the principal of and interest on this bond or for the making of any sinking fund or other payment specified in the Resolution. This bond and the indebtedness evidenced thereby shall not constitute an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation, or a lien upon any other property of the County, but shall constitute a lien only upon the Pledged Funds in the manner provided in the Resolution. (TO be inserted where appropriate on face of bond: "REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THIS SIDE.") This bond may be transferred only upon the books of the County kept by the Bond Registrar upon surrender thereof at the principal office of the Bond Registrar with an assignment duly executed by the Registered Owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such transfer, as provided in the Resolution. Upon any such transfer, there shall be executed in the name of the transferee, and the Bond Registrar shall deliver, a new registered bond or bonds of authorized denominations and in the same aggregate principal amount, series, maturity and interest rate as this bond. In like manner, subject to such conditions and upon the payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such exchange, the Registered Owner of any bond or bonds may surrender the same (together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of fully registered bonds in authorized denominations and of the same series, maturity and interest rate as this bond. 17 32471MON590081AAO It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in regular and due form and time as required by the statutes and Constitution of the state of Florida applicable thereto; and that the issuance of this bond and of the issue of bonds of which this bond is one, does not violate any constitutional or statutory limitation. (Insert redemption provisions). Notice of such redemption shall be given in the manner and to the extent required by the Resolution. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the state of Florida. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authentication hereon shall have been executed by the Bond Registrar. IN WITNESS WHEREOF, Monroe County, Florida, has issued this bond and has caused the same to be executed by the Mayor of the Board and attested by the Clerk of such Board, either manually or with their facsimile signatures, and the corporate seal of such Board or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of t ,1993. MONROE COUNTY, FLORIDA (SEAL) ~ayor, Board of county Commissioners ATTESTED AND COUNTERSIGNED: Clerk, Board o~County Commissioners 18 3247/MON59008/AAO BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the issue described in the Resolution. As Bond Registrar By: Authorized signature Date of Authentication: VALIDATION CERTIFICATE This bond is one of a series of bonds which were validated and confirmed by judgment of the Circuit Court for Monroe County, Florida, rendered on , 199 Mayor, Board of County Commissioners, Monroe County, Florida The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common TEN COM - as tenants in common UNIF GIF/TRANS MIN ACT - ( cust. ) CUstodian for (Minor) under Uniform Gifts/Transfers to Minors Act of (state) 19 3247/MON59008/AAO Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) the within bond and does hereby irrevocably appoint to transfer the bond on the books kept with full power of substitution in the Dated: constitute and as his agent for registration thereof, premises. Signature guaranteed: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or change whatever. (Bank, Trust company or Firm) (Authorized Officer) 20 3247/MON59008/AAO ARTICLE III APPLICATION OF BOND PROCEEDS SECTION 3.01 APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the Bonds, shall be applied by the Issuer simultaneously with their delivery to the purchaser thereof, as follows: A. Accrued interest, if any, shall be deposited in the Sinking Fund, herein created, and shall be used only for the purpose of paying interest becoming due on the Bonds. B. A sum which, together with other legally available funds of the Issuer (including bond reserve insurance and/or letters of credit as described in Section 4.03A(3) hereof) deposited in the Reserve Account, herein created, on the date of delivery of the Bonds, will equal the Reserve Account Requirement, shall be deposited into the Reserve Account. C. The Issuer shall next deposit in a Cost of Issuance Fund, hereby created and established, an amount sufficient to pay all costs incurred in connection with the issuance of the Bonds, including the premium for the Bond Insurance Policy, if applicable. Pending such use any amount on deposit therein may be invested in Authorized Investments. After prepayment of all costs of issuance of the Bonds, any amount remaining in the Cost of Issuance Fund shall be deposited into the Sinking Fund. D. Subject to the provlslons of the succeeding paragraph, a sum specified in the Escrow Deposit Agreement which, together with the other funds described in the Escrow Deposit Agreement to be deposited in escrow, and together with the investment income thereon, will be sufficient to pay the principal of, interest and premiums, if any, as applicable, on the Refunded Bonds as the same shall become due or may be redeemed, shall be deposited into the Escrow Account established by the Escrow Deposit Agreement in the respective amounts sufficient for such purposes. Simultaneously with the delivery of the principal amount of Bonds necessary to accomplish the refunding program specified in this Resolution, the Issuer shall enter into the Escrow Deposit Agreement which shall provide for the deposit of sums into the Escrow Account established therein, and for the investment of such money in appropriate Government Obligations so as to produce sufficient funds to make all of the payments described in the first paragraph of this Section 3.01D. At the time of execution of the Escrow Deposit Agreement, the Issuer shall furnish to the escrow holder named therein appropriate documentation to demonstrate that the sums being deposited and the investments to be made will be sufficient for such purposes. 21 3247/MON5900B/AAO E. All such proceeds disbursed in accordance with this Section 3.01 shall be and constitute trust funds for such purposes and, to the extent not required to be rebated to the united states Treasury, there is hereby created a lien in favor of the Holders of the Bonds upon such money until so applied. 22 3247/MON59008/AAO ARTICLE IV SECURITY FOR BONDS; CREATION OF FUND AND ACCOUNTS; APPLICATION OF REVENUES SECTION 4.01 SECURITY FOR BONDS. Neither the Bonds nor the interest thereon shall be or constitute a general indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds as provided below. No Holder or Holders of any Bonds issued hereunder shall ever have the right to require or compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form of any property therein for payment thereof, or be entitled to payment of such principal and interest from any other funds of the Issuer, except from the Pledged Funds in the manner provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Bonds, and all other payments required by this Resolution, shall be secured forthwith equally and ratably by an irrevocable prior lien on the Pledged Funds, and the Issuer does hereby irrevocably pledge and grant a prior lien upon the same for such purposes. SECTION 4.02 CREATION OF FUND AND ACCOUNTS. The following funds and accounts are hereby created and established: the Sinking Fund (including the Reserve Account and the Bond Amortization Account therein). A. TRUST FUNDS. The funds and accounts created and established above and any other special funds and accounts created and established by this Resolution shall constitute trust funds for the purposes provided herein for such funds and accounts, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner provided by this Resolution. All such funds and accounts shall be continuously secured in the same manner as county deposits are authorized to be secured by the laws of the State of Florida. B. GOVERNMENT ACCOUNTING EFFECT. The cash required to be accounted for in each of the funds and accounts established herein may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds and accounts. The designation and establishment of the various funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of Pledged Funds for certain purposes and to establish certain priorities for application of such Pledged Funds as provided by this Resolution. 23 3247/MON59008/AAO SECTION 4.03 APPLICATION OF REVENUES. For as long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until payment has been provided for as permitted by this Resolution, or until there shall have been set apart in the Sinking Fund, the Bond Amortization Account and the Reserve Account, a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid, together with interest accrued or to accrue thereon, the Issuer covenants with the Holders of any and all Bonds as follows: A. SINKING FUND. The Pledged Funds shall be deposited, as received, in the Sinking Fund and shall be applied in the following manner and order of priority: (1) First, for payment of (a) all interest becoming due on the CUrrent Interest Paying Bonds during the current Bond Year; (b) all principal maturing on the Current Interest Paying Serial Bonds authorized herein on the next maturity date, and the Compounded Amount next becoming due on any Serial Capital Appreciation Bonds whether by reason of maturity or earlier redemption thereof; and (c) an amount sufficient to pay the fees and charges of the Bond Registrar and paying agents. (2) Second, on a parity with the payments required by Section 4,03A(1) above, for allocation to the Bond Amortization Account for payment of the Amortization Installment required to be made on the next annual payment date for Term Bonds. Such amounts shall be credited to a separate special account for each series of Term Bonds outstanding, and if there shall be more than one stated maturity for Term Bonds of a series, then into a separate special account in the Bond Amortization Account for each such separate maturity of Term Bonds. Upon the sale of any Term Bonds, the Issuer shall, by resolution of the Board, establish the amounts and maturities of such Amortization Installments, and if there shall be more than one maturity of Term Bonds, the Amortization Installments for the Term Bonds of each maturity. Credit shall be allowed against the total interest, Amortization Installment and principal due on the next interest and principal payment dates, respectively, for any other funds on hand and available for such purposes in the Sinking Fund and Bond Amortization Account. 24 3247/MON59008/AAO 3Z47/MON59008/AAO (3) Third, to maintain in the Reserve Account a sum equal to the Reserve Account Requirement. Except as provided below, such sum shall initially be deposited therein from the proceeds of the sale of the Bonds. Any withdrawals from the Reserve Account shall be restored within 12 months of such withdrawal. No further payments shall be required to be made into the Reserve Account when there has been deposited therein and as long as there shall remain on deposit therein a sum equal to the Reserve Account Requirement. The Authorized Investments on deposit in the Reserve Account shall be valued annually on the last day of the Fiscal Year. Notwithstanding the foregoing and with the written consent of the Bond Insurer (if any outstanding Bonds are then covered by a Bond Insurance policy), the Issuer shall not be required to fully capitalize the Reserve Account on the date of issuance of the Bonds from proceeds of the sale of the Bonds, if it provides on the date of issuance of the Bonds (a) bond reserve insurance issued by a reputable and recognized municipal bond insurer whose insurance policies generally result in insured issues being rated in the highest rating category by either standard & Poor's Corporation, New York, New York, or Moody's Investors Service, New York, New York, or (b) a letter of credit issued by any national banking association insured by FDIC whose own debt securities are rated "AA," "Aa" or the equivalent or better by both of the rating agencies set forth above, in an amount equal to the difference between the Reserve Account Requirement and the sum to be deposited therein pursuant to the preceding paragraph. At any time after the issuance of the Bonds, the Issuer may, in its discretion, withdraw the amount of money on deposit in the Reserve Account and substitute in its place, a bond reserve insurance policy or unconditional letter of credit as described in (a) or (b) of the preceding paragraph, in the face amount of such withdrawal, and use the surplus money so withdrawn for any lawful purpose. Money in the Reserve Account shall be used only for the purpose of the payment of maturing Amortization Installments or principal of or interest on the Bonds when the other money allocated to the Sinking Fund and Bond Amortization Account is insufficient therefor, and for no other purpose. If and whenever the money applied and allocated to the Reserve Account exceeds the Reserve Account Requirement on all then outstanding Bonds, such excess shall be withdrawn and deposited into the Sinking Fund. 25 Upon the issuance of Additional Parity Bonds, if a funded reserve account is required for the issuance of such Additional Parity Bonds, the Issuer shall establish a subaccount in the Reserve Account for the sole benefit of the holders of such Additional parity Bonds. Such subaccount shall be funded, secured, replenished, if necessary, and invested in the manner specified by this Resolution; provided, however, that the amount on deposit in such subaccount shall not exceed the Reserve Account Requirement computed with respect to such Additional Parity Bonds. (4) Thereafter, the balance of any Pledged Funds remaining after the above required payments (including deficiencies for prior payments) have been made may be used by the Issuer for any lawful purpose. (5) The Issuer shall not be required to make any further applications or allocations to the Sinking Fund, the Bond Amortization Account or the Reserve Account when the aggregate sums applied and allocated thereto are and remain at least equal to the sum of all of the annual Debt Service Requirements then due and becoming due in all ensuing years for the Bonds then outstanding, plus the amount of redemption premiums, if any, then due and thereafter to become due on the Bonds then outstanding by operation of the Bond Amortization Account. B. INVESTMENT AND DISPOSITION OF INVESTMENT INCOME. Pledged Funds on deposit in the Sinking Fund (excluding the Reserve Account therein) may be invested and reinvested only in Authorized Investments maturing not later than the date on which the money therein will be needed. The Pledged Funds in the Reserve Account may be invested and reinvested in Authorized Investments, provided such investments mature not later than the final maturity date of the Bonds. Any and all income received by the Issuer from such investments of Pledged Funds in the above Funds and Accounts (excluding the Reserve Account) shall be deposited into the Sinking Fund. Income received from the investment of money on deposit in the Reserve Account shall remain in the Reserve Account unless it is fully funded, in which case such income shall be deposited into the Sinking Fund on the next business day following the receipt thereof. C. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held for the credit of the Bond Amortization Account shall be applied to the redemption or open market purchase (at not exceeding the price of par and accrued interest) of Term Bonds in accordance with the mandatory redemption provisions and/or the schedule of Amortization Installments for such Term Bonds. Amortization Installments for any Term Bonds shall be reduced on a reasonably proportionate basis to the extent that such Term Bonds are 26 3247/MON59008/AAO purchased in the open market, approved by the Clerk of the the Sinking Fund all expenses redemption. or shall be adjusted as otherwise Board. The Issuer shall pay from in connection with such purchase or SECTION 4.04 UNCLAIMED MONEY. Notwithstanding any provisions of this Resolution, any money held by the paying agent for the payment of the principal or redemption price of, or interest on, any Bonds and remaining unclaimed for 5 years after the applicable date or dates when such principal, redemption price or interest has become due and payable (whether at maturity, call for redemption or otherwise), if such money were so held at such date or dates, or 5 years after the date or dates of deposit of such money if deposited after such due date or dates, shall be repaid to the Issuer free from the provisions of this Resolution, and all liability of the paying agent with respect to such money shall thereupon cease; provided, however, that before the repayment of such money to the Issuer as aforesaid, the Issuer first publish at least once in a financial newspaper or journal published and/or of general circulation in New York, New York, a notice, in such form as may be deemed appropriate by the Issuer with respect to the Bonds so payable and not presented, or unclaimed interest thereon, and with respect to the provisions relating to the repayment to the Issuer of the money held for the payment thereof. 27 3247/MON59008/AAO ARTICLE V CERTAIN COVENANTS WITH BONDHOLDERS; ADDITIONAL PARITY BONDS; REMEDIES; REDEMPTION OF CERTAIN REFUNDED BONDS SECTION 5.01 ACCOUNTING RECORDS. The Issuer shall maintain separately identifiable accounting records for the receipt of the Pledged Funds by the use of a fund established in accordance with generally accepted accounting practice, and any Bondholder and the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance Policy) shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. SECTION 5.02 ANNUAL AUDIT. The Issuer shall after the close of each Fiscal Year, cause the books, records and accounts relating to the Pledged Funds to be properly audited by an Accountant, and shall require the Accountant to complete its audit report within 12 months after the close of the Fiscal Year. Such audit shall contain, but not be limited to, the statements required by generally accepted accounting principles applicable to governmental units, and after consultation with bond counsel to the Issuer, a statement by the Accountant disclosing any breach on the part of the Issuer of any covenant herein. A copy of such annual audit shall be made available, at all reasonable times, for inspection by any Bondholder, upon request therefor, and shall be mailed, postage prepaid, to the Bond Insurer (if the outstanding Bonds are then covered by a Bond Insurance policy). SECTION 5.03 NO IMPAIRMENT OF CONTRACT. The Issuer has full power and authority to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. The pledge of such Pledged Funds, in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent resolution or other proceedings of the Iss~er or by any subsequent act of the Legislature of the State of Florida, unless the Issuer shall have provided, or such Legislature shall have made immediately available to the Issuer, such additional or supplemental funds which shall be sufficient to retire such Bonds and the interest thereon in accordance with their terms. SECTION 5.04 REMEDIES. Any trustee or any Holder of Bonds issued under the provisions hereof acting for the Holders of all Bonds may by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, and may enforce and compel the performance of all duties herein required or by any applicable statutes to be performed by the Issuer or by any officer thereof. Nothing herein, however, shall be construed to grant to any Holder of such Bonds any lien on any property of or within the corporate boundaries of the Issuer, except as provided herein. No 28 3247/MON59008/AAO Holder of Bonds, however, shall have any right in any manner whatever to affect, disturb or prejudice the security of this Resolution or to enforce any right hereunder except in the manner herein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Holders of Bonds. SECTION 5.05 ISSUANCE OF ADDITIONAL OBLIGATIONS. Except as provided below, the Issuer hereby covenants and agrees not to incur any other obligations or indebtedness payable from the same source as the Bonds, unless such obligations contain an express statement that such obligations are junior and subordinate in all respects to the Bonds herein authorized as to lien on and source and security for payment from the Pledged Funds. Furthermore, no Additional Parity Bonds, payable on a parity from the Pledged Funds with the Bonds, herein authorized, shall be issued except upon the conditions and in the manner provided below. A. There shall have been obtained and filed with the Board a certificate of an Accountant: (1) stating that he had compiled or reviewed the books and records of the Board relating to the collection and receipt of the Pledged Funds; (2) setting forth the amount of the Pledged Funds received by the Board for 12 months out of the 24 month period immediately preceding the proposed date of delivery of such Additional Parity Bonds with respect to which such certificate is made; and (3) stating that the Pledged Funds for such preceding 12 month period are at least equal to 1.25 times the Maximum Debt Service Requirement to become due in any ensuing Bond Year on the Bonds then outstanding and the Additional Parity Bonds proposed to be issued. B. Each resolution authorizing the issuance of Additional Parity Bonds will recite that all of the covenants herein contained applicable to the Additional parity Bonds, will be applicable to such Additional parity Bonds. C. The Issuer shall not be in breach and obligations assumed hereunder, and all required to have been made into the funds provided hereunder, shall have been made to required. of the covenants payments herein and accounts, as the full extent D. The Issuer shall not requirements of paragraph A above Parity Bonds issued for the sole of the outstanding Bonds. be required to comply with the with respect to any Additional purpose of refunding a portion SECTION 5.06 TAX EXEMPTION; QUALIFIED TAX-EXEMPT OBLIGATION DESIGNATION. The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with the requirements of the Code to the extent necessary to preserve the exemption from federal income taxation of the interest on the Bonds. The chief financial officer of the Issuer, or his designee, is authorized to make or effect any election, 29 3247/MON59008/AAO selection, choice, consent, approval or waiver on behalf of the Issuer with respect to the Bonds as the Issuer is required to make or give under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by such officer, or his designee. Any action of such officer, or his designee, in that regard shall be in writing and signed by the officer, or his designee. Furthermore, the Issuer hereby designates the Bonds, to the extent issued, as "qualified tax- exempt obligations" as described in Section 265 of the Code. SECTION 5.07 PAYMENT OF BONDS. The Issuer will duly and timely payor cause to be paid from the Pledged Funds the principal of, redemption premiums, if any, and interest on the Bonds, when due, by transferring money in the required amounts from the funds and accounts created herein to the principal office of the paying agent at least one business day prior to the date on which such payments of principal, premium and interest are due. If any payment date is not on a business day, then payment will be due on the next succeeding business day. SECTION 5.08. APPLICATION OF REFUNDED BONDS AND ACCOUNTS. Except as otherwise provided by this Resolution, all money in the funds and accounts created by the Refunded Bonds Resolution may, in the discretion of the Issuer, be transferred and deposited in like funds and accounts created by this Resolution or may be used by the Issuer, in whole or in part, to effect the refunding of the Refunded Bonds. SECTION 5.09. REDEMPTION OF CERTAIN REFUNDED BONDS. The Refunded Bonds maturing on and after July 1, 1994, are hereby called for redemption, as a whole, as of July 1, 1993, at a price of par plus accrued interest to July 1, 1993, plus a premium equal to 2 1/2% of the principal amount of the Refunded Bonds to be redeemed. The Notice of Redemption of such Refunded Bonds shall be in substantially the following form: NOTICE OF REDEMPTION MONROE COUNTY, FLORIDA REFUNDING IMPROVEMENT REVENUE BONDS, SERIES 1983 MATURING JULY 1, 1994, AND THEREAFTER NOTICE IS HEREBY GIVEN, for and on behalf of Monroe County, Florida (the "County"), that all of its outstanding Refunding Improvement Revenue Bonds, Series 1983, dated June 1, 1983, originally issued on June 22, 1983, which mature in the year 1994 and thereafter, bearing interest and CUSIP numbers as follows: , in the aggregate principal amount of $1,875,000, and which are redeemable on July 1, 1993, at the option of the County, at the redemption price of the principal 30 3247/MON59008/AAO amount of each accrued thereon equal to 2 1/2% July 1, 1993. bond to to the date of the par be redeemed, together with interest fixed for redemption, plus a premium value thereof; will be redeemed on Payment of the redemption price, plus accrued interest, of such bonds will be made on such July 1, 1993, redemption date, at the office of First Union National Bank of Florida, , Florida, the paying agent for the bonds, upon surrender thereof. Interest on such bonds being redeemed will cease to accrue from and after such redemption date. Under the provisions of the Interest and Dividend Tax Compliance Act of 1983 (the "Act"), all holders submitting their bonds for redemption must submit a W-9 (Certificate of Taxpayer Identification Number) in order to avoid 20% backup withholding required under the Act. Dated and mailed this ____ day of MONROE COUNTY, FLORIDA , 1993. By: Mayor, Board of County Commissioners The escrow holder under the Escrow Deposit Agreement is hereby instructed and directed at least 30 days prior to such redemption date, to file the same with the bond registrar and paying agent for the Refunded Bonds to be redeemed; to publish the same at least once in the name of the County, in a financial journal published and/or of general circulation in the Borough of Manhattan, City and state of New York; and to mail the same by first class mail, postage prepaid, to all registered owners of Refunded Bonds to be redeemed, at the addresses as they appear on the registration books, and to AMBAC Indemnity Corporation, New York, New York. If the ownership of all the Refunded Bonds to be redeemed can be determined as of the proposed date of publication of such Notice of Redemption, and the holders of all the Refunded Bonds to be redeemed waive publication of such Notice of Redemption, the escrow holder shall not publish such Notice of Redemption. The escrow holder is further instructed to file the notice of redemption at least 32 days before the redemption date, by registered or certified mail to all registered securities depositories then in the business of holding substantial amounts of obligations of types such as the Refunded Bonds (such depositories now being The Depository Trust Company of New York, New York; Midwest Securities Trust Company, Chicago, Illinois; and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania), and to one or more national information services 31 3247/MON59008/AAO that disseminate notices of redemption of obligations such as the Refunded Bonds (such as Financial Daily Called Bond Service of Financial Information, Inc.; Bond Service of Interactive Data Corporation; Called Bond Service of Kenny Information Service; and Called Bond Record of standard & poor's Corporation). The provisions of this Section shall not take effect until the Bonds have been issued pursuant to this Resolution. 32 3247/MON59008/AAO ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.01 MODIFICATION OR AMENDMENT. No adverse material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Holders of 51% or more in aggregate principal amount of all the Bonds so affected by such modification or amendment; provided, however, that no modification or amendment shall permit a change in the maturity of the Bonds or a reduction in the rate of interest thereon, or in the amount of principal obligation thereof, or affect the promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due from the Pledged Funds, or reduce the percentage of the Holders of the Bonds required to consent to any adverse material modification or amendment hereof, without the consent of the Holders of all Bonds; provided further, however, that the Issuer may at any time amend this Resolution to provide for the issuance or exchange of Bonds in coupon form, if and to the extent that doing so will not affect the tax exempt status of the interest on the Bonds. If the Bonds then outstanding are insured by a Bond Insurance policy, the consent of the Bond Insurer shall be required in lieu of the consent of the Holders of the Bonds so insured. For the purpose of computing the amount of Bonds held by the Holder of Capital Appreciation Bonds, the principal amount of a Capital Appreciation Bond shall be deemed to be its Compounded Amount. SECTION 6.02 SALE OF BONDS. The Bonds shall be sold and issued all at one time or in installments from time to time, at public or private sale for such price or prices consistent with the provisions of the Act and the requirements of this Resolution as the Board shall hereafter determine by resolution. SECTION 6.03 TEMPORARY BONDS. until Bonds are ready for delivery in definitive form, the Issuer may execute, and upon its request in writing, the Bond Registrar shall authenticate and deliver in lieu of such definitive Bonds, one or more printed, lithographed or typewritten Bonds in temporary form. The Bonds in temporary form shall be substantially of the tenor of the Bonds described in this Resolution, with appropriate omissions, variations and insertions, and shall be subject to the same provisions, limitations and conditions set forth in this Resolution. The Issuer shall without unreasonable delay prepare, execute and deliver to the Bond Registrar, and upon surrender of the Bond or Bonds in temporary form to the Bond Registrar, the Bond Registrar shall authenticate and deliver, in exchange therefor, a Bond or Bonds of the same maturity, in definitive form, in authorized denominations and for the same aggregate principal amount as the Bond or Bonds in temporary form surrendered. The expense of such exchange shall be borne by the Issuer and there shall be no charge therefor to any Bondholder. 33 3247/MON59008/AAO SECTION 6.04 OFFICIAL STATEMENT. Bond counsel and/or the financial advisor to the Issuer, as appropriate, are hereby authorized and directed to prepare and disseminate in connection with the marketing of the Bonds, the preliminary and final official statements for the Bonds. Any preliminary official statement distributed by the Issuer to prospective purchasers for the Bonds shall be sufficient to be, and shall be, "deemed final" (except for permitted omissions) in accordance with SEC Rule 15c2-12. The Clerk of the Board or his designee is hereby authorized to determine and to certify or otherwise represent when such official statement shall be "deemed final" by the Issuer as of its date, in accordance with such Rule. SECTION 6.05 SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bonds issued hereunder. SECTION 6.06 VALIDATION AUTHORIZED. The Attorney for the Board is hereby authorized, at his option, to institute appropriate proceedings for the validation of the Bonds, SECTION 6.07 DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for the payment of, the principal, interest and redemption premiums, if any, with respect to the Bonds, or any portion thereof, then, and in that event, the pledge of and lien on the Pledged Funds in favor of the applicable Bondholders shall be no longer in effect; provided, however, that under those circumstances if any of the Bonds are to be redeemed prior to their respective stated dates of maturity, and such redemption will be accomplished more than 30 days after such defeasance, the Bond Registrar, within 30 days of such defeasance, will mail to the registered securities depositories and national information services (as described in Section 2.09 hereof) and to the Holders of such Bonds at their addresses as they appear on the registration books of the Issuer maintained by the Bond Registrar, and, if applicable, one additional time at least 30 days prior to the redemption date, a notice stating that a deposit in accordance with this Section has been made with the escrow holder and that the Bonds are deemed to have been paid in accordance with this Section, and stating such maturity or redemption date upon which money will be available for the payment of the principal of, redemption premium, if any, and interest on such Bonds; but failure to give such notice of advance refunding shall not affect any defeasance otherwise in accordance with this Section. For purposes of the preceding sentence, deposit of sufficient cash and/or principal and interest of Federal Securities in irrevocable trust with a 34 3247/MON59008/AAO banking institution or trust company, for the sole benefit of the applicable Bondholders, to make timely payment of the principal, interest, and redemption premiums, if any, on the outstanding Bonds, shall be considered "provision for payment," If any payments of Debt Service Requirements are made by the Bond Insurer with respect to Bonds which have not been defeased in accordance with the provisions of this Section, the lien upon and pledge of the money on deposit from time to time in the funds and accounts created and established herein and all covenants and other obligations of the Issuer to the Holders of such Bonds shall continue to exist and the Bond Insurer shall be subrogated to the rights of the Holders of such Bonds with respect to the Debt Service Requirements paid or insured by the Bond Insurer. SECTION 6.08 CONSENT OF BOND INSURER. Any provisions of this Resolution expressly recognizing or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond Insurer under this Resolution, without the prior written consent of the Bond Insurer. Unless otherwise provided in this Resolution, consent of the Bond Insurer shall be required in the following circumstances: (1) execution and delivery of any supplemental resolution or any amendment, supplement or change to or modification of this Resolution, (2) removal of the paying agent and selection and appointment of any successor paying agent, and (3) initiation or approval of any action not described in clause (1) or (2) which requires Bondholder consent. SECTION 6.09 NOTICES TO BOND INSURER. As long as the Bond Insurance Policy is in effect, the Issuer shall furnish to the Bond Insurer: A. As soon as practicable after the filing thereof, a copy of any financial statement of the Issuer and a copy of any audit and annual report of the Issuer. B. A copy of any notice to be given to the Bondholders, including, without limitation, notice of any redemption of or defeasance of the Bonds, and any certificate rendered pursuant to this Resolution relating to the security for the Bonds. C. Such additional information as the Bond Insurer shall reasonably request. D. Notification of any failure of the Issuer to provide relevant notices, certificates, etc., in accordance with the provisions of this Resolution. E. Immediate notification (1) if at any time there is insufficient money to make any payments of principal of and/or interest on the Bonds, at the times required, and (2) upon the occurrence of any default under the Resolution. 35 3247/MON59008/AAO F. Prior written notice of the resignation of the paying agent. SECTION 6.10 ADDITIONAL REQUIREMENTS OF BOND INSURER. Furthermore, as long as the Bond Insurance Policy is in effect: A. The Issuer will the affairs, finances and information the Bond Insurer security for the Bonds, with permit the Bond Insurer to discuss accounts of the Issuer or any may reasonably request regarding the appropriate officers of the Issuer. B. The paying agent for the Bonds originally issued hereunder may be removed at any time, at the request of the Bond Insurer, for any breach of its obligations and duties as set forth in its paying agent agreement with the Issuer. c. Notwithstanding any other provisions of this Resolution, (1) in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Resolution, the paying agent for the Bonds originally issued hereunder shall consider the effect on the Bondholders as if there were no Bond Insurance Policy; and (2) no removal, resignation or termination of such paying agent shall take effect until a successor, acceptable to the Bond Insurer, shall be appointed. D. At least one day prior to all interest payment dates for the Bonds, the Issuer will determine whether there will be sufficient funds in the funds and accounts to pay the principal of or interest on the Bonds on such interest payment date. If the Issuer determines that there will be insufficient funds in such funds or accounts, the Issuer shall so notify the paying agent for the Bonds originally issued hereunder, and the Bond Insurer. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Issuer has not so notified the Bond Insurer at least one day prior to an interest payment date, the Bond Insurer will make payments of principal or interest due on the Bonds on or before the first day next following the date on which the Bond Insurer shall have received notice of nonpayment from the Issuer. SECTION 6.11 INTERESTED PARTIES. Nothing in this Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Issuer, the Bond Registrar, the paying agent, the Bond Insurer and the Bondholders, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements contained in this Resolution, by and on behalf of the Issuer, shall be for the sole and exclusive benefit of the Issuer, the Bond Registrar, the paying agent, the Bond Insurer and the Bondholders. 36 3247/MON59008/AAO SECTION 6.12 CUSTODIAL TRUST AGREEMENT. On or prior to the issuance of the Bonds, the Issuer shall enter into a custodial trust agreement with a bank or trust company, in regard to the Sinking Fund (including all accounts therein) and the Cost of Issuance Fund, established herein, in substantially the form attached hereto as Exhibit A. SECTION 6.13 REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions or parts thereof in conflict with this Resolution are hereby repealed to the extent of such conflict. SECTION 6.14 EFFECTIVE DATE. take effect immediately upon its passage, This Resolution shall Passed and adopted by of Monroe County, Florida, at January 13, 1993, the Board of County Commissioners a special meeting of the Board on (SEAL) FLORIDA ATTEST: , ..,... .- ~c.~~ Clerk, Board oC County Commissioners 37 3247/MON59008/AAO Exhibit A CUSTODIAL TRUST AGREEMENT THIS AGREEMENT, made 1993, by and between Monroe "County"), and Florida (hereinafter sometimes called "Custodial Trustee"); and entered into this , County, Florida (hereinafter called WIT N E SSE T H: WHEREAS, the County has heretofore authorized the issuance of not exceeding $2,500,000 Refunding Improvement Revenue Bonds, Series 1993 (hereinafter called "Bonds"), by a resolution duly adopted by the Board of County Commissioners of Monroe County, Florida (hereinafter called "Board"), on , 1993, as [amended and] supplemented (hereinafter collectively called "Resolution"); and WHEREAS, the County by the Resolution established a Cost of Issuance Fund and a Sinking Fund (including a Reserve Account and a Bond Amortization Account therein); provided for money to be paid into such Funds and Accounts; and set forth the purposes of such Funds and Accounts; and WHEREAS, the Board desires that Florida, serve as custodial trustee for the Accounts; and , above Funds and WHEREAS, it is considered advisable and in the best interest of the County and the holders of the Bonds that the terms of the trust be set forth in writing; and WHEREAS, the Custodial Trustee is willing to accept appointment as custodial trustee for the above Funds and Accounts, and the execution of this agreement has been duly authorized by the Board and by the Board of Directors of the Custodial Trustee; NOW, THEREFORE, it is mutually covenanted and agreed by and between the County and the Custodial Trustee as follows: Section 1. Defined the Resolution which appear meaning ascribed to them by herein otherwise requires. Terms. That all defined terms in in this agreement shall have the the Resolution, unless the context Section 2. Appointment of Custodial Trustee. That Florida, is hereby appointed Custodial Trustee to do and perform all acts required of the Custodial Trustee under the Resolution and in accordance with the provisions of this agreement. Section 3. Funds Held by Custodial Trustee. That the Cost of Issuance Fund, the Sinking Fund, the Reserve Account and the Bond Amortization Account created by the Resolution are hereby established with and shall be held by the Custodial Trustee. The Escrow Account created by the Resolution, shall be held by the escrow holder appointed by the Board. Section 4. Disposition of Trust Funds. That there is annexed hereto as composite Exhibit "A," and incorporated herein by reference, a certified copy of the Resolution which bears directly upon the duties of the Custodial Trustee and the manner of handling such Funds and Accounts. The Pledged Funds (to the extent their disposition is subject to the terms of this agreement) shall be deposited, held, invested and disbursed in accordance with Sections 3.01, 4.02 and 4.03 of the Resolution. The County shall furnish the Custodial Trustee instructions, from time to time, regarding the investment of Pledged Funds subject to the custody of the Custodial Trustee. Section 5. Inspection of Documents. That all original documents received by the Custodial Trustee as required herein, and evidence of payment, shall be retained in possession of the Custodial Trustee, subject at all reasonable times to the inspection of the Board, the holders of the Bonds and the agents and representatives thereof. Section 6. Acceptance of Trust. That the Custodial Trustee accepts and agrees to execute the trust hereby created, but only upon the terms set forth in this agreement, to all of which the parties hereto agree. Section 7. Use of Agents or Attorneys by Custodial Trustee. That the Custodial Trustee may execute any of the trusts or powers hereof and perform the duties required by it, by or through attorneys, agents or employees, and shall be entitled to advice of counsel concerning all matters of trust hereof and its duty hereunder. Section 8. Reliance by Custodial Trustee Upon Documents of county. That the Custodial Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, statement, affidavit, certification, voucher, bond or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper officers, agents, or employees of the County, or to have been prepared and furnished pursuant to any of the provisions of this agreement; and the Custodial Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statement. 2 3247/MON59008/AA8 Section 9. custodial Trustee may be Bondholder. That the custodial Trustee may in good faith, buy, sell, own, hold and deal in any of the Bonds and may join in any action which any bondholder may be entitled to take with like effect as if the custodial Trustee were not a party to this agreement. The custodial Trustee may also engage in or be interested in any financial or other transaction with the County and may act upon, or as depositary, trustee, or agent for, any committee or body of holders of the Bonds secured hereby, or other obligations of the County as freely as if it were not custodial Trustee hereunder. Section 10, Construction of Agreement by CUstodial Trustee. That the custodial Trustee may construe any of the provisions of this agreement insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any construction of any such provisions thereof by the CUstodial Trustee in good faith shall be binding upon the parties hereto. Section 11, Resignation of custodial Trustee, That the custodial Trustee may resign and be discharged of the trust created by this agreement by executing an instrument in writing resigning such trust, specifying the date when such resignation shall take effect, and filing the same with the Clerk of the Board not less than 60 days before the date specified in such instrument when such resignation shall take effect. Such resignation shall take effect on the day specified in such instrument unless a successor trustee shall be previously appointed as hereinafter provided, in which event such resignation shall take effect immediately on the appointment of such successor trustee. Section 12. Transfer of Trust Estate to Successor custodial Trustee. That any successor trustee appointed hereunder shall execute, acknowledge and deliver to the County an instrument accepting such appointment hereunder, and thereupon such successor trustee, without any further act, .deed or conveyance, shall become fully vested with all the estate, property, rights, powers, trusts, duties and obligations of its predecessors in the trust hereunder, with like effect as if originally named trustee herein. Upon request of such trustee, the trustee ceasing to act and the County shall execute and deliver an instrument transferring to such successor trustee all the estates, properties, rights, powers and trusts hereunder of the trustee so ceasing to act; and the trustee so ceasing to act shall pay over to the sUGcessor trustee all money at the time held by it hereunder, Section 13. Consolidation or Merger of custodial Trustee. That any corporation into which any trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any trustee hereunder shall be a party, shall be the successor trustee under this agreement without the execution or filing or any paper or further act on the part of the parties hereto, anything herein to the contrary notwithstanding. 3 3247/MON59008/AA8 Section 14. payment of Exaenses of custodial Trustee. That the County shall pay the Custo ial Trustee its proper fees and expenses from legally available funds of the county. Section 15, Modification or Amendment. That no adverse material modification or amendment of this agreement or of any agreement amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of 51% or more in aggregate principal amount of the Bonds then outstanding to be affected by such modification or amendment and, if the Bonds are then covered by a municipal bond insurance policy issued by (" "), and is not then in default under such policy, the--COnsent or--- ; provided, however, that no modification or amendment shall reduce such percentage of holders of such Bonds, required above, for such modifications or amendments, without the consent of the holders of all of such Bonds. Section 16. Agreement for Benefit of Bondholders. That this agreement shall be deemed to have been and is made for the benefit of the holders from time to time of the Bonds and shall be enforceable by any of the holders thereof in the manner provided in the Resolution and the laws of Florida. IN WITNESS WHEREOF, Monroe County, Florida, has caused its seal to be hereunto affixed and attested by the Clerk of the Board and these presents to be signed by the Mayor of the Board; and Florida, has caused attested by its signed by its above written. , its corporate seal to be hereunto affixed and and these presents to be as of the day and year first MONROE COUNTY, FLORIDA (Seal) Attest: By Mayor, Board of county Commissioners clerk, Board of County Commissioners 4 3Z47/MON59008/AA8