8D Consent 2007 0416 - Laserfiche WebLink

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all principal, interest and prepayment premiums (if any) represented thereby, the Trustee shall, upon the written request of a City Representative, transfer all amounts then on deposit in the Reserve Fund to the Lease Payment Fund to be applied for such purpose to the payment of the Lease Payments on behalf of the City. The City shall have the right at any time to release of funds from the Reserve Fund and to substitute the deposit therein with an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company (a "Qualified Reserve Fund Credit Instrument"), provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is in the highest rating category by Moody's and S&P; (b) such letter of credit or surety bond h,as a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released; and (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Lease Payment Fund for the purpose of making payments required pursuant to Lease. Such release of moneys in the Reserve Fund and substitution with a Qualified Reserve Fund Credit Instrument also requires written confirmation from each rating agency then rating the Certificates that such substitution will not adversely affect the rating it has at the time assigned to the Certificates, and an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the Lease Payments designated as and comprising interest to become includable in gross income for purposes of federal income taxation. Insurance General Liability Insurance. The Lease Agreement requires the City to maintain a standard comprehensive general insurance policy or policies in protection of the City, and its members, officers, agents, employees and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Leased Premises. Such policy or policies shall provide coverage in such liability limits and be subject to such deductibles as the City shall deem adequate and prudent. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and such liability insurance may be maintained in whole or in part in the form of self-insurance by the City, subject to the provisions of the Lease Agreement, or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The proceeds of such liability insurance shall be applied by the City toward extinguishment or satisfaction of the liability with respect to which paid. Casualty Insurance. The Lease Agreement also requires the City to procure and maintain insurance against loss or damage to any improvements constituting any part of the Leased Premises by fire and lightning, with extended coverage and vandalism and malicious mischief insurance, and earthquake insurance (but with respect to such earthquake insurance, only if and to the extent available at reasonable cost from reputable insurers). Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in a loss recoverable amount at least equal to the greater of (a) one hundred ten percent (110%) of the aggregate principal amount of the Outstanding Certificates, or (b) one hundred percent (100%) of the replacement cost of the insured property. Such insurance may be subject to deductible clauses of not to exceed $250,000 for anyone loss to the Leased Premises and such earthquake insurance may be -13-