Res 2005-036 - Laserfiche WebLink

Home Browse Search

Section 1.03 Premium. In consideration of the Insurer agreeing to issue the Debt Service Reserve Policy hereunder, the Issuer hereby agrees to payor cause to be paid the Premium set forth in Annex B hereto. The Premium on the Debt Service Reserve Policy is not refundable for any reason. Section 1.04 Certain Other Expenses. The Issuer will pay all reasonable fees and expenses of the Insurer's outside counsel related to any amendment or modification of this Agreement or the Debt Service Reserve Policy. ARTICLE II. REIMBURSEMENT AND INDEMNIFICATION OBLIGATIONS OF ISSUER AND SECURITY THEREFOR Section 2.01 Reimbursement for Payments under the Debt Service Reserve Policy and Expenses; Indemnification. (a) The Issuer will reimburse the Insurer, within the Reimbursement Period, without demand or notice by the Insurer to the Issuer or any other person, to the extent of each Debt Service Reserve Policy Payment with interest on each Debt Service Reserve Policy Payment from and including the date made to the date of the reimbursement at the lesser of the Reimbursement Rate or the maximum rate of interest pernlitted by then applicable law. (b) The Issuer also agrees to reimburse the Insurer immediately and unconditionally upon demand for all reasonable expenses (including, without limitation, the fees and expenses of the Insurer's outside counsel) incurred by the Insurer in connection with the Debt Service Reserve Policy and the enforcement by the Insurer of the Issuer's obligations under this Agreement, the Bond Document, and any other document executed in connection with the issuance of the Obligations, together with interest on all such expenses from and including the date incurred to the date of payment at the rate set forth in subsection (a) of this Section 2.01. (c) The Issuer agrees to indemnify the Insurer, to the extent permitted by state law, against any and all liability, claims, loss, costs, damages, fees of attorneys and other expenses which the Insurer may sustain or incur by reason of or in consequence of (i) the failure of the Issuer to perform or comply with the covenants or conditions of this Agreement or (ii) reliance by the Insurer upon representations made by the Issuer or (iii) a default by the Issuer under the terms of the Bond Document or any other documents executed in connection with the issuance of the Obligations. (d) The Issuer agrees that all amounts owing to the Insurer pursuant to Section 1.03 hereof and this Section 2.01 must be paid in full prior to any optional redemption or refunding of the Obligations. ( e) Unless Insurer appoints a fiscal agent pursuant to the terms of the Debt Service Reserve Policy, all payments made to the Insurer under this Agreement shall be paid in lawful currency of the United States in 2