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~;,~ The 1998 Certificates will be executed and delivered in fully registered form without coupons and will initially be <br />subject to the Book Entry System of registration and transfer. Principal and interest components of the 1998 Financing <br />Paymenu evidenced by the 199~ Certificates will be payable by the Trustee to The Depository Trust Company which, <br />in turn, will remit such principal and interest components to The Depository Trust Company Participants for subsequent <br />disbursement to the Beneficial Owners of the 1998 Certificates. T'he 1998 Certificates will be executed and delivered in <br />denominations of $5,000 each or any integral multiple thereof. <br />The 1998 Certificates will be executed and delivered by the Trustee pursuant to the Agreement. "The Trustee is not <br />liable for payment of any 1998 Financing Payments evidenced by the 1998 Certificates. Rather, the Trustee's <br />obligation with respect thereto is to remit to the Owners of the 1998 Certificates, in accordance with the terms and <br />provisions of the Agreement, any 1998 Financing Payments received by the Trustee from or for the account of the <br />Counry. <br />The Security <br />In the Agreement and subject to certain conditions set forth therein, the County has reserved the right to issue <br />Additional Certificates from time to time. As used herein, "Certificates" means the 1998 Certificates and any <br />Additional Certificates that may subsequently be issued under the Agreement. <br />In the Agreement, the County pledges, grants, assigns and conveys unto the Trustee (in trust for the equal and ratable <br />benefit of the Owners of the 1998 Certificates and any Additional Certificates that may subsequently be issued under <br />the Agreement) all of its right, title and interest to and in the following (all of the following together with the rights of <br />the Trustee under the Mortgage is referred to as the "Security"): <br />(i) All Financing Payments paid by the County to the Trustee under the Agreement; <br />~r (ii) All moneys and investments in the Certificate Payment Fund, the Project Fund and any other <br />fund established and held by the Trustee under any Supplemental Agreement, including any <br />investments made therefrom and investment income derived therefrom; provided that the Security <br />shall not include: <br />(a) any fund established and held by the Trustee under any Supplemental Agreement if the <br />Supplemental Agreement establishing such fund expressly provides that such fund shall not <br />be a part of the Security or subject to the pledge ot'this Agreement; and <br />(b) any moneys held by the Trustee for the payment of the Rebate Amount; <br />(iii) Each Credit Facility and all amounts drawn or paid thereunder; and <br />(iv) All of the proceeds of the foregoing, including without limitation investment income derived <br />therefrom. <br />In addition, concurrently with the execution and delivery of the Certificates, the County has agreed to execute and <br />deliver to the Trustee the Mortgage. All Certificates executed and delivered under the Agreement or any <br />Supplemental Agreement are equally and ratably secured by the pledge of and lien on the Securiry made by the <br />County pursuant to the Agreement, all without any kind of preference or priority of one Certificate over any other <br />Certificate regardless of when executed and delivered. Except as may otherwise be expressly provided in a <br />Supplemental Agreement, all of the covenants and other provisions relating to the Outstanding Certificates set forth <br />herein or in any Supplemental Agreement shall be for the equal benefit, protection and security of the Owners of all <br />Certificates. <br />~ Notwithstanding the foregoing, except as otherwise expressly provided in a Supplemental Agreement: (1) the <br />Insurance Policy and all moneys received by the Trustee thereunder shall be held and applied by the Trustee solely <br />for the benefit of the Owners of the 1998 Certificates; and (2) any Credit Faciliry given as security for any series of <br />Additional Certificates and any moneys drawn or paid ~r-der such Credit Facility shall secure only that series of <br />Additional Certificates for which such Credit Facility was grven as security. <br />