2015-047 - Laserfiche WebLink

Home Browse Search

4 iHUEDOPY 'ERTIFICATION ON LAST PAGE J.R. SMITH. CLERK or assigned, in whole or in part by the Holder in its sole discretion. The transfer of the Series 2015 Note shall be restricted to Permitted Lenders. A "Permitted Lender" shall mean any bank, trust company, savings institution, finance or leasing company, accredited investor (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "33 Act")), qualified institutional buyer (as defined in Rule 144A promulgated under the 33 Act) insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State or any other person or entity to the extent permitted by applicable law. SECTION 14. GENERAL AUTHORITY. The members of the Board of County Commissioners of the County and the officers, attorneys and other agents or employees of the County and the Clerk are hereby authorized to do all acts and things required of them by this Resolution or the Existing Resolution, or desirable or consistent with the requirements hereof or the Existing Resolution, for the full punctual and complete performance hereof or thereof. Each member, employee, attorney and officer of the County is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. The Chairman and/or the Clerk are hereby authorized to execute such security purchase forms, tax forms or agreements as shall be necessary to effect the transactions contemplated hereby, including designating the Financial Advisor and Bond Counsel to assist or act as agent in such security purchase. SECTION 15. EXISTING RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Existing Resolution and all the terms and provisions thereof, including the covenants contained therein, are and shall remain in full force and effect and applicable to the Series 2015 Note. This Resolution shall not be amended, supplemented or otherwise modified, superseded or rescinded without the prior written consent of the Holder in each instance. SECTION 16. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, each of the County and the Holder irrevocably and voluntarily waives any right it may have to a trial by jury with respect to any controversy or claim between the County and the Lender, whether arising in contract or tort or by statute, including but not limited to nay controversy or claim that arises out of or relates to this Resolution or the Series 2015 Note. This provision is a material inducement for the Holder's determination to make the loan evidenced by its purchase of the Series 2015 Note. SECTION 17. NOTICES. All notices, certificates or other communications will be sufficiently given and will be deemed given when delivered or mailed by certified or registered mail, postage prepaid, as follows: if to the County, to the County of Indian River, Florida, 1801 27th Street, Vero Beach, Florida 32960, Attention: Finance Director; if to the Holder, to Regions Capital Advantage, Inc., 1900 5th Avenue North, Suite 2400; Birmingham, Alabama 35203, Attention: Bo Buckner. The County and the Holder, may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications will be sent. 7