Common use of BONDS AND OBLIGATIONS Clause in Contracts

BONDS AND OBLIGATIONS. (A) The Board of Directors and/or the Project Board(s), as applicable, shall have the power and it is hereby authorized to provide pursuant to the Financing Documents for the issuance, at one time or from time to time in one or more series, of Obligations of the Cooperative, or notes in anticipation thereof, payable from Pledged Funds of such Member Governments, for one or more of the following purposes: (1) paying all or part of the Cost of one or more Approved Water Projects and and/or Cooperative Facilities; (2) refunding any bonds or other indebtedness of the Cooperative, or paying costs of terminating any interest rate swap, hedge or other financial interest with respect thereto; (3) assuming or repaying the indebtedness relating to Cooperative Facilities acquired or leased by the Cooperative from a public or private entity, including without limitation, an interlocal agency established under Section 163.01, Florida Statutes or public agency, as defined in Section 163.01, Florida Statutes; (4) setting aside moneys in a renewal or replacement account; (5) funding a debt service reserve account; (6) capitalizing interest on the Obligations; (7) paying costs of issuance relating to the Obligations; and, (8) any other purpose relating to this Interlocal Agreement. (B) The principal of and the interest on each series of Obligations shall be payable from the Pledged Funds, all as determined pursuant to, and to the extent provided in, the Financing Documents. The Cooperative may xxxxx x xxxx upon and pledge the Pledged Funds in favor of the holders of each series of Obligations in the manner and to the extent provided in the Financing Documents. Such Pledged Funds shall immediately be subject to such lien without any physical delivery thereof and such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Cooperative. (C) The Obligations of each series shall be dated, shall bear interest at such rate or rates, shall mature at such time or times not exceeding forty (40) years from their date or dates, may be made redeemable or subject to optional or mandatory tender for purchase before maturity and shall contain or be subject to such terms and conditions, all as shall be determined by the Board of Directors and/or Project Board(s), as applicable, pursuant to the Financing Documents. The Board of Directors and/or Project Board(s), as applicable shall determine the form of the Obligations, the manner of executing such Obligations, and shall fix the denomination of such Obligations and the place of payment of the principal and interest, which may be at any bank or trust company within or without the State. In case any officer whose signature or facsimile of whose signature shall appear on any Obligations shall cease to be such officer before the delivery of such Obligations, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if the officer had remained in office until delivery. (D) The Board of Directors and/or Project Board(s), as applicable, may sell Obligations in such manner and for such price as it may determine to be in the best interest of the Cooperative in accordance with the terms of the Financing Documents. In addition to the Pledged Funds, the Obligations may be secured by such credit enhancement as the Board of Directors and/or Project Board(s), as applicable, determines to be appropriate pursuant to the Financing Documents. The Obligations may be issued as capital appreciation bonds, current interest bonds, term bonds, serial bonds, variable interest rate or fixed interest rate bonds, commercial paper obligations and tax-exempt and taxable bonds or any combination thereof, all as shall be determined pursuant to the Financing Documents. (E) Prior to the preparation of definitive Obligations of any series, the Board of Directors and/or Project Board(s), as applicable, may issue interim receipts, interim certificates or temporary Obligations, exchangeable for definitive Obligations when such Obligations have been executed and are available for delivery. The Board of Directors and/or Project Board(s), as applicable, may also provide for the replacement of any Obligations that shall become mutilated, or be destroyed or lost. Obligations may be issued without any other proceedings or the happening of any other conditions or things other than those proceedings, conditions or things that are specifically required by this Interlocal Agreement, the Financing Documents or other applicable laws. (F) The proceeds of any series of Obligations shall be used for such purposes, and shall be disbursed in such manner and under such restrictions, if any, as the Board of Directors and/or Project Board(s), as applicable, may provide pursuant to the Financing Documents. (G) The Financing Documents may also contain such limitations upon the issuance of additional Obligations as the Board of Directors and/or Project Board(s), as applicable, may deem appropriate, and such additional Obligations shall be issued under such restrictions and limitations as may be proscribed by such Financing Documents. The Financing Documents may contain such provisions and terms in relation to the Obligations, the Pledged Funds and the use and operation of the Water Project or facilities financed thereby as the Board of Directors and/or Project Board(s), as applicable, deems appropriate and that shall not be inconsistent herewith. (H) Obligations shall not be deemed to constitute a general obligation debt of the Cooperative or a pledge of the faith and credit of the Cooperative, but such Obligations shall be payable solely from the Pledged Funds and any moneys received from the credit enhancers of the Obligations, in accordance with the terms of the Financing Documents. The Obligations shall not constitute a debt, liability or obligation of any Member Government (provided that the foregoing shall not be deemed to relieve any such Member Government of its obligation to pay fees, rates or charges imposed in accordance with the terms hereof) with respect to the Cooperative Facilities. The issuance of Obligations shall not directly or indirectly or contingently obligate the Cooperative or any Member Government to levy or to pledge any form of ad valorem taxation whatsoever therefor. No holder of any such Obligations shall ever have the right to compel any exercise of the ad valorem taxing power on the part of the Cooperative or any Member Government to pay any such Obligations or the interest thereon or the right to enforce payment of such Obligations, or the interest thereon, against any property of the Cooperative, nor shall such Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Cooperative, except the Pledged Funds in accordance with the terms of the Financing Documents. (I) All Pledged Funds shall be deemed to be trust funds, to be held and applied solely as provided in the Financing Documents. Such Pledged Funds may be invested by the Cooperative in such manner as provided in the Financing Documents. (J) Any holder of Obligations, except to the extent the rights herein given may be restricted by the Financing Documents, may, either at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce any and all rights under the laws of the State or granted hereunder or under the Financing Documents, and may enforce and compel the performance of all agreements or covenants required by this Interlocal Agreement, any applicable Implementation Agreement or by such Financing Documents, to be performed by the Cooperative or by any officer thereof. (K) The Obligations may be validated, at the sole discretion of the Board of Directors and/or Project Board(s), as applicable, pursuant to Chapter 75, Florida Statutes. Obligations may be issued pursuant to and secured by a resolution of the Board of Directors and/or Project Board(s), as applicable. (L) In addition to the other provisions and requirements of this Interlocal Agreement, any Financing Documents may contain such provisions as the Board of Directors and/or Project Board(s), as applicable, deems appropriate. To finance an Approved Water Project, the Cooperative is authorized to form a single purpose limited liability corporation or to create a new interlocal agency under Section 163.01, Florida Statutes for the sole purpose of performing with respect to the issuance of obligations, the duties and responsibilities of the Cooperative. (M) Obligations issued hereunder shall not be invalid for any irregularity or defect in the proceedings for the issuance and sale thereof and shall be incontestable in the hands of bona fide purchasers for value. No proceedings in respect to the issuance of such Obligations shall be necessary except such as are required by law, this Interlocal Agreement or the Financing Documents. The provisions of the Financing Documents shall constitute an irrevocable contract between the Cooperative and the holders of the Obligations issued pursuant to the provisions thereof. (N) Holders of Obligations shall be considered third party beneficiaries hereunder and may enforce the provisions of this Interlocal Agreement or general purpose law. (O) The Board of Directors and/or Project Board(s), as applicable, may enter into such interest rate swaps, caps, collars and any financial instruments for the purpose of hedging or managing interest rates, as it deems appropriate.

BONDS AND OBLIGATIONS. (A) The Board of Directors and/or the Project Board(s), as applicable, shall have the power and it is hereby authorized to provide pursuant to the Financing Documents for the issuanceDocuments, at one time or from time to time in one or more series, for the issuance of Obligations of the CooperativeAgency, or notes in anticipation thereof, payable from Pledged Funds of such Member Governments, for one or more of the following purposes: (1) paying Paying all or part of the Cost cost of one or more Approved Water Projects and and/or Cooperative Facilities;Qualifying Improvements, (2) refunding Refunding any bonds or other indebtedness of the Cooperative, or paying costs of terminating any interest rate swap, hedge or other financial interest with respect thereto;Agency, (3) assuming Assuming or repaying the indebtedness relating to Cooperative Facilities acquired or leased by the Cooperative from a public or private entity, including without limitation, an interlocal agency established under Section 163.01, Florida Statutes or public agency, as defined in Section 163.01, Florida Statutes;Qualifying Improvements, (4) setting Setting aside moneys in a renewal reserve or replacement performance assurance account;, (5) funding Funding a debt service reserve account;, (6) capitalizing Capitalizing interest on the Obligations;, (7) paying Paying costs of issuance relating to the Obligations; , and, (8) any Any other purpose relating to the purpose or mission of the Agency or this Interlocal Charter Agreement. (B) The principal of and the interest on each series of Obligations shall be payable from the Pledged Funds, all as determined pursuant to, and to the extent provided in, the Financing Documents. The Cooperative Agency may xxxxx x xxxx upon and pledge the Pledged Funds in favor of the holders of each series of Obligations in the manner and to the extent provided in the Financing Documents. Such Pledged Funds shall immediately be subject to such lien without any physical delivery thereof and such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the CooperativeAgency. (C) The Obligations of each series shall be dated, shall bear interest at and such rate or rates, shall mature at such time or times not exceeding forty (40) years from their date or dates, may be made redeemable before maturity, at the option of the Agency, at such price or subject to optional or mandatory tender for purchase before maturity prices and shall contain or be subject to under such terms and conditions, all as shall be determined by the Board of Directors and/or Project Board(s), as applicable, pursuant to the Financing Documents. The Board of Directors and/or Project Board(s), as applicable shall determine the form of the Obligations, the manner of executing such Obligations, and shall fix the denomination of such Obligations and the place of payment of the principal and interest, which may be at any bank or trust company within or without the State. In case any officer whose signature or facsimile of whose signature shall appear on any Obligations shall cease to be such officer before the delivery of such Obligations, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if the such officer had remained in office until delivery. (D) . The Board of Directors and/or Project Board(s), as applicable, may sell Obligations in such manner and for such price as it may determine to be in the best interest of the Cooperative Agency in accordance with the terms of the Financing Documents. In addition to the Pledged Funds, the Obligations may be secured by such credit enhancement as the Board of Directors and/or Project Board(s), as applicable, determines to be appropriate pursuant to the Financing Documents. The Obligations may be issued as capital appreciation bonds, current interest bonds, term bonds, serial bonds, variable interest rate or fixed interest rate bonds, commercial paper obligations and tax-exempt and taxable bonds or any combination thereof, all as shall be determined pursuant to the Financing Documents. (ED) Prior to the preparation of definitive Obligations of any series, the Board of Directors and/or Project Board(s), as applicable, may issue interim receipts, interim certificates or temporary Obligations, exchangeable for definitive Obligations when such Obligations have been executed and are available for delivery. The Board of Directors and/or Project Board(s), as applicable, may also provide for the replacement of any Obligations that which shall become mutilated, or be destroyed or lost. Obligations may be issued without any other proceedings or the happening of any other conditions or things other than those proceedings, conditions or things that which are specifically required by this Interlocal Charter Agreement, the Financing Documents or other applicable laws. (E) The Board of Directors may enter into such swap, hedge or other similar arrangements relating to any Obligations as it deems appropriate. (F) The proceeds of any series of Obligations shall be used for such purposes, and shall be disbursed in such manner and under such restrictions, if any, as the Board of Directors and/or Project Board(s), as applicable, may provide pursuant to the Financing Documents. (G) The Financing Documents may also contain such limitations upon the issuance of additional Obligations as the Board of Directors and/or Project Board(s), as applicable, may deem appropriate, and such additional Obligations shall be issued under such restrictions and limitations as may be proscribed prescribed by such Financing Documents. The Financing Documents may contain such provisions and terms in relation to the Obligations, Obligations and the Pledged Funds and the use and operation of the Water Project or facilities financed thereby as the Board of Directors and/or Project Board(s), as applicable, deems appropriate and that which shall not be inconsistent herewith. (H) Obligations shall not be deemed to constitute a general obligation debt of the Cooperative Agency or a pledge of the faith and credit of the CooperativeAgency, but such Obligations shall be payable solely from the Pledged Funds and any moneys received from the credit enhancers of the Obligations, in accordance with the terms of the Financing Documents. The Obligations shall not constitute a debt, liability or obligation of any Member Government (provided that the foregoing shall not be deemed to relieve any such Member Government of its obligation to pay fees, rates or charges imposed in accordance with the terms hereof) with respect to the Cooperative Facilities. The issuance of Obligations shall not directly or indirectly or contingently obligate the Cooperative or any Member Government Agency to levy or to pledge any form of ad valorem taxation whatsoever therefor. No holder of any such Obligations shall ever have the right to compel any exercise of the ad valorem taxing power on the part of the Cooperative Agency or any Member Government incorporating local government or subscribing local government to pay any such Obligations or the interest thereon or the right to enforce payment of such Obligations, or the interest thereon, against any property of the CooperativeAgency, nor shall such Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of the CooperativeAgency, except the Pledged Funds in accordance with the terms of the Financing Documents. (I) All Pledged Funds shall be deemed to be trust funds, to be held and applied solely as provided in the Financing Documents. Such Pledged Funds may be invested by the Cooperative Agency in such manner as provided in the Financing Documents. (J) Any holder of Obligations, except to the extent the rights herein given may be restricted by the Financing Documents, may, either at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce any and all rights under the laws of the State or granted hereunder or under the Financing Documents, and may enforce and compel the performance of all agreements or covenants required by this Interlocal Charter Agreement, any applicable Implementation Agreement or by such Financing Documents, to be performed by the Cooperative Agency or by any officer thereof. (K) The From time to time the Agency may issue warrants, payable not from Pledged Funds, but as, if and when other legally available funds become available; or as otherwise authorized under the Financing Documents. (L) Obligations may be validated, at the sole discretion of the Board of Directors and/or Project Board(s), as applicableDirectors, pursuant to Chapter 75, Florida Statutes. Obligations may be issued pursuant to and secured by a resolution of the Board of Directors and/or Project Board(sDirectors. Provided, however, the Agency’s power and authority to issue its Obligations for proper, legal, and paramount public purposes in the amount not to exceed $2,000,000,000 in revenue bonds (various series), together with the validity of the Interlocal Agreement, and all of its terms, provisions and powers, the Pledged Funds, the power and authority of the Agency and any subscribing local government to enter into a Subscription Agreement, the provision, funding, and financing of Qualifying Improvements, the power and authority for local governments to enter into financing agreements and impose non-ad valorem assessments and the status of such non-ad valorem assessments as applicablea lien of equal dignity to taxes and assessments as described in the Supplemental Act, and all matters associated therewith were required to be and were validated pursuant to Chapter 75, Florida Statutes, as soon as practicable after the execution of the Interlocal Agreement. (LM) In addition to the other provisions and requirements of this Interlocal Charter Agreement, any Financing Documents may contain such provisions as the Board of Directors and/or Project Board(s), as applicable, deems appropriate. To finance an Approved Water Project, the Cooperative is authorized to form a single purpose limited liability corporation or to create a new interlocal agency under Section 163.01, Florida Statutes for the sole purpose of performing with respect to the issuance of obligations, the duties and responsibilities of the Cooperative. (MN) All Obligations issued hereunder shall not be invalid for any irregularity or defect in the proceedings for the issuance and sale thereof and shall be incontestable in the hands of bona fide purchasers for value. No proceedings in respect to the issuance of such Obligations shall be necessary except such as are required by law, this Interlocal Charter Agreement or the Financing Documents. The provisions of the Financing Documents shall constitute an irrevocable contract between the Cooperative Agency and the holders of the Obligations issued pursuant to the provisions thereof. (NO) Holders of Obligations shall be considered third party beneficiaries hereunder and may enforce the provisions of this Interlocal Charter Agreement or general purpose law. (O) The Board of Directors and/or Project Board(s), as applicable, may enter into such interest rate swaps, caps, collars and any financial instruments for the purpose of hedging or managing interest rates, as it deems appropriate.