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HomeMy WebLinkAboutD-2305-16 Refinancing D-1887-08Sponsor: Councilor Finkam ORDINANCE NO. D-2305-16 A SUPPLEMENTAL BOND ORDINANCE OF THE CITY OF CARMEL, INDIANA, SUPPLEMENTING AND AMENDING ORDINANCE NO. D- 1887-08, ALL FOR THE PURPOSE OF AUTHORIZING THE MODIFICATION OF CERTAIN CONTRACTUAL RIGHTS OF THE CITY OF CARMEL, INDIANA, THE EXECUTION AND DELIVERY OF ITS AMENDED JUNIOR WATERWORKS REVENUE BONDS OF 2008 (CURRENT INTEREST BOND), AND APPROVING CERTAIN RELATED MATTERS IN CONNECTION THEREWITH Synopsis: Ordinance amends prior Ordinance No. D-1887-08 which is a Waterworks Bond Ordinance for the 2008 Junior Waterworks Bonds which were sold to the Indiana Bond Bank. Permits the sale of those Bonds from the Indiana Bond Bank to the Carmel Bond Bank, which will then issue its bonds at a lower interest rate, thus effecting savings to the Water Utility. WHEREAS, the City of Carmel, Indiana (the "Issuer"), has heretofore established and constructed and currently owns and operates a waterworks system (the "Utility"), pursuant to the provisions of Indiana Code 8-1.5, as amended; and WHEREAS, the Issuer previously issued its bonds designated as the "City of Carmel, Indiana, Junior Waterworks Revenue Bonds of 2008 (Current Interest Bond)" in the original aggregate principal amount of $64,020,000 (the "Carmel Current Interest Bonds"), which are payable from the net revenues of the Utility, in order to provide funds to finance the costs incurred to pay the acquisition and construction of certain extensions and improvements to the Utility and to pay incidental charges in connection therewith, all pursuant to Ordinance No. D- 1887-08, adopted by the Common Council of the Issuer (the "Common Council") on July 7, 2008 (the "Original Bond Ordinance"); and WHEREAS, as of the date hereof, the Carmel Current Interest Bonds are outstanding in the aggregate principal amount of $59,745,000; and WHEREAS, pursuant to the terms of the Carmel Current Interest Bonds and the Qualified Entity Purchase Agreement, dated September 15, 2008 (the "Original Purchase Agreement"), by and between the Issuer and the Indiana Bond Bank (the "Indiana Bond Bank"), the Carmel Current Interest Bonds maturing on or after May 1, 2019, are subject to redemption prior to maturity, at the option of the Issuer, on any date on or after May 1, 2018 (the "Date of Redemption"); and WHEREAS, the Indiana Bond Bank previously issued its "Indiana Bond Bank Special Program Bonds (City of Carmel Junior Waterworks Project), Series 2008 B," dated September 22, 2008, in the aggregate principal amount for the current interest bonds of $63,770,000 (the "Indiana Bond Bank Current Interest Bonds"), for the purpose, in part, of providing funds to purchase the Carmel Current Interest Bonds from the Issuer; and WHEREAS, on the date hereof, the Indiana Bond Bank is the registered owner of all of the outstanding Carmel Current Interest Bonds; and WHEREAS, the Indiana Bond Bank is anticipated to authorize and intends to sell to The Carmel Local Public Improvement Bond Bank (the "Carmel Bond Bank") the Carmel Current Interest Bonds to allow the Carmel Bond Bank to issue its obligations (the "Carmel Bond Bank Bonds") which will reduce the principal of and interest on the Carmel Current Interest Bonds which are outstanding on the date hereof (the "Refunding Program"); and WHEREAS, as a condition to selling to the Carmel Bond Bank the Carmel Current Interest Bonds, the Indiana Bond Bank has requested that the Carmel Bond Bank purchase the Carmel Current Interest Bonds in an amount to be deposited into an escrow account that will defease the Indiana Bond Bank Current Interest Bonds on the issue date of the Carmel Bond Bank's Bonds, and redeem all of such Indiana Bond Bank Current Interest Bonds on the Date of Redemption, and to pay incidental costs of the Indiana Bond Bank incurred as a result of such transaction; and WHEREAS, the Issuer desires to adopt this supplemental ordinance (the "Supplemental Ordinance") in order to supplement and amend the Original Bond Ordinance (the Original Bond Ordinance, as supplemented and amended by this Supplemental Ordinance, collectively, the "Ordinance") for the purpose of authorizing and acknowledging (i) the modification of the Call Rights (as described in Section 3 herein), (ii) the sale of the Carmel Current Interest Bonds by the Indiana Bond Bank to the Carmel Bond Bank, and (iii) the execution and delivery of the Amended Bonds (as hereinafter defined) (in order to evidence the modification of such Call Rights and the sale of such bonds to the Carmel Bond Bank); and WHEREAS, the Carmel Bond Bank may establish a debt service reserve fund for its Carmel Bond Bank Bonds; and WHEREAS, if the rating obtained from Standard & Poor's (or any other national rating agency) for the Carmel Bond Bank Bonds will be increased by the providing a "moral obligation" for the Carmel Bond Bank Bonds, the Common Council desires to express its intent to annually appropriate funds to the Carmel Bond Bank, if necessary, in order to restore monies in the debt service reserve fund up to the debt service reserve requirement for the Carmel Bond Bank Bonds pursuant to Indiana Code 5-1.4-5; and WHEREAS, the Common Council now finds that all conditions precedent to the adoption of this Supplemental Ordinance have been complied with in accordance with the provisions of Indiana Code 5-1-5 and Indiana Code 8-1.5, each as amended (collectively, the "Act"), to the extent each is applicable hereto. NOW THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, AS FOLLOWS: Section 1. Authorization of Transaction; Modification of Call Rights. The Common Council hereby determines that (i) the modification of the Call Rights by the Issuer, (ii) the sale of the Carmel Current Interest Bonds by the Indiana Bond Bank to the Carmel Bond Bank, and (iii) the execution and delivery by the Issuer of the Amended Bonds to the Carmel Bond Bank in exchange for the outstanding Carmel Current Interest Bonds now held by the Indiana Bond Bank, is in the best interests of the Issuer and is consistent with and in furtherance of the purposes for which the Issuer was created and exists. The Issuer is hereby authorized to modify the Call Rights and to execute and deliver the Amended Bonds, all in accordance with the terms and conditions of this Supplemental Ordinance. Section 2. The Amended Bonds. In accordance with the Act, the Issuer shall execute and deliver its amended bonds to the Carmel Bond Bank designated as the "City of Carmel, Indiana, Amended Junior Waterworks Revenue Bonds of 2008 (Current Interest Bond)," in an original aggregate principal amount not to exceed the aggregate principal amount of the Carmel Current Interest Bonds which are currently outstanding (the "Amended Bonds"), and exchange the Amended Bonds for all of the outstanding Carmel Current Interest Bonds. Except where inconsistent with the provisions of this Supplemental Ordinance, the terms and conditions of the Amended Bonds shall be the same as those of the outstanding Carmel Current Interest Bonds as provided in the Original Bond Ordinance. The form of the Amended Bonds -shall be substantially in the form set forth in the Original Bond Ordinance, with such conforming changes as shall be necessary to reflect the terms and conditions set forth in this Supplemental Ordinance and in the Purchase Agreement (as defined herein), including the modification of the Call Rights. The Amended Bonds shall be executed and delivered in the same manner and in accordance with the terms and conditions of the Original Bond Ordinance and the Act. Section 3. Redemption Provisions of Amended Bonds. Notwithstanding anything in the Original Bond Ordinance, the Original Purchase Agreement or the Carmel Current Interest Bonds to the contrary, the Call Rights may be modified so that the Amended Bonds shall be subject to redemption at the option of the Issuer on any date on or after the first optional redemption date on the Carmel Bond Bank Bonds, at a redemption price equal to the principal amount thereof so called for redemption plus accrued interest to the date fixed for redemption. Section 4. Authorized Denominations of Amended Bonds. Notwithstanding anything in the Original Bond Ordinance, the Original Purchase Agreement or the Carmel Current Interest Bonds to the contrary, the Amended Bonds shall be executed and delivered in minimum denominations of $0.01 or any integral multiple in excess thereof, or 'such other denominations as shall be requested by the Carmel Bond Bank and acceptable to the Clerk -Treasurer. Section 5. The Purchase Agreement. The Qualified Entity Purchase Agreement, in substantially the form attached as Exhibit A hereto and made a part hereof (the "Purchase Agreement"), is hereby approved. The Mayor and the Clerk -Treasurer of the Issuer are each hereby authorized and directed to execute the Purchase Agreement with any and all such changes and revisions as they deem necessary, desirable or appropriate to carry out the intent of this Supplemental Ordinance, and to deliver the Purchase Agreement and the Amended Bonds to the Carmel Bond Bank. Section 6. Offering Document / Continuing Disclosure Agreement. Use of information concerning the Issuer in any offering materials, including a preliminary official statement or a private placement memorandum of the Carmel Bond Bank (collectively, the "Offering Document") and distributed in connection with the undertaking of the Refunding Program, is hereby authorized, ratified and approved. The Mayor and the Clerk -Treasurer of the Issuer, or their authorized designees, are each hereby authorized and directed to have prepared and delivered to the Carmel Bond Bank, an underwriter or a purchaser any information required for such use and further to deem and determine, if necessary, those portions of the Offering Document, if any, relating to the Issuer as near final for purposes of Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (the "SEC Rule"). Further, if necessary, the Mayor and the Clerk -Treasurer of the Issuer, or their authorized designees, are each hereby authorized and directed to execute a continuing disclosure agreement, in a form and substance acceptable to the Mayor and the Clerk -Treasurer of the Issuer, in order to allow the underwriters, if any, of the Carmel Bond Bank Bonds to comply with the SEC Rule if necessary. Section 7. Moral Obligation. The Common Council hereby recognizes its authority under Indiana Code 5-1.4-5-4 to annually appropriate a sum to the Carmel Bond Bank for deposit in one or more debt service reserve funds. If the rating obtained from Standard & Poor's (or any other national rating agency) for the Carmel Bond Bank Bonds will be increased by the providing a "moral obligation" for the Carmel Bond Bank Bonds, the Common Council hereby expresses its intent to consider such "moral obligation" by an annual appropriation if the Chairman of the Board of the Carmel Bond Bank should find it necessary to make a certification according to Indiana Code 5-1.4-5-4(a), that such appropriation is necessary to restore funds in an amount equal to the debt service reserve requirement of the Carmel Bond Bank Bonds. The Common Council further recognizes that nothing contained in Indiana Code 5-1.4-5-4 creates a debt or liability of the Issuer to make any appropriations for such purpose and nothing contained in this Ordinance shall be construed as a covenant to make any such appropriation or to create a debt or liability of the Issuer. Section 8. Further Actions. The Mayor and the Clerk -Treasurer of the Issuer, are each hereby authorized and directed, for and on behalf of the Issuer, to execute, attest and seal all such documents, instruments, certificates, closing papers and other papers and do all such acts and things as may be necessary, desirable or appropriate to effect and to carry out the purposes of this Supplemental Ordinance and the execution and delivery of the Amended Bonds in accordance with the Ordinance, including, but not limited to, the execution of any certificates, purchase agreements, continuing disclosure agreements or other documents necessary, and any and all actions, documents, agreements and certificates heretofore taken or executed in connection with this Supplemental Ordinance, be, and hereby are, ratified and approved. Section 9. Construction with Other Ordinances. This Supplemental Ordinance is hereby intended to amend and supplement the Original Bond Ordinance, and to the extent of any inconsistencies or conflicts, if any, between any provision or provisions of this Supplemental Ordinance and the Original Bond Ordinance, the provisions of this Supplemental Ordinance shall be controlling and binding. All ordinances or parts of ordinances, except the Original Bond 2 Ordinance as supplemented and amended by this Supplemental Ordinance, in conflict with the Ordinance are hereby repealed. Unless the context otherwise requires and except as supplemented herein, any references in the Original Bond Ordinance to the Carmel Current Interest Bonds shall mean the Amended Bonds and any accounts created and maintained by the Issuer for the benefit of holders of the Carmel Current Interest Bonds shall now be maintained, and the funds therein shall now be held, for the benefit of the holders of the Amended Bonds. Section 10. Effective Date. This Supplemental Ordinance shall be in full force and effect from and after its having been passed by the Common Council and signed by the presiding officer. PASSED by the Common Council of the Ci of Carmel, Indiana this y� day of " vL 2016, by a vote of 1 ayes and b nays. COMMON COUNCIL OF THE CITY F CA L, AN Wald E. Carter, President evin D. Rider Sue Finkam, Vice President Carol S eif r Laura Campbell Je ell 5 I1 C istine Pauley, Clerk reasurer of the City of Carmel, India a Prepared by: Richard C. Starkey Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204 N Sponsor: Councilor Finkam 1 EXHIBIT A 2 FORM OF PURCHASE AGREEMENT 4 (Attached hereto) 6 QUALIFIED ENTITY PURCHASE AGREEMENT 7 8 THIS QUALIFIED ENTITY PURCHASE AGREEMENT, dated the day of 9 , 2016 (the "Purchase Agreement"), between THE CITY OF CARMEL 10 LOCAL PUBLIC IMPROVEMENT BOND BANK, a body corporate and politic (the "Bond 11 Bank"), created pursuant to the provisions of Indiana Code 5-1.4 (the "Act"), having its principal 12 place of business in the City of Carmel, Indiana (the "City"), and the CITY OF CARMEL, 13 INDIANA, a separate municipal corporation existing and operating under the provisions of 14 Indiana law (the "Qualified Entity"); 15 WITNESSETH: 16 WHEREAS, pursuant to the Act, the Bond Bank is authorized to purchase "securities" 17 (as defined in the Act) (the "Securities") issued by "qualified entities" (as defined in the Act); 18 and 19 WHEREAS, on , 2016, the Board of Directors of the Bond Bank adopted a 20 resolution authorizing the issuance of a special program bonds of the Bond Bank which have 21 been designated "The City of Carmel Local Public Improvement Bond Bank Special Program 22 Bonds, Series 2016 (Junior Waterworks Revenue Bonds)" (the "Bond Bank Bonds"), pursuant to 23 the Trust Indenture, dated as of 1, 2016 (the "Bond Bank Indenture"), between the 24 Bond Bank and The Huntington National Bank, as trustee; and 25 WHEREAS, on , 2016, the Common Council of the City adopted 26 Ordinance D-2305-16 (the "QE Authorizing Instrument") authorizing the sale, execution and 27 delivery of the "City of Carmel, Indiana, Amended Junior Waterworks Revenue Bonds of 2008 28 (Current Interest Bond)" (the "Carmel Current Interest Bonds") to the Bond Bank; and 29 WHEREAS, pursuant to and in accordance with the QE Authorizing Instrument, the 30 Qualified Entity now desires to issue to the Bond Bank its Carmel Current Interest Bonds in the 31 original aggregate principal amount of $ (the "Qualified Obligations"), as more 32 specifically described on Appendix A attached hereto; and 33 WHEREAS, the Qualified Obligations are Securities to be purchased by the Bond Bank 34 from proceeds of the Bond Bank Bonds in accordance with this Purchase Agreement. 35 36 NOW, THEREFORE, the Bond Bank and the Qualified Entity agree: 37 1. (a) The Bond Bank hereby agrees to purchase the Qualified Obligations from 38 the Qualified Entity and the Qualified Entity hereby agrees to sell the Qualified Obligations to 39 the Bond Bank concurrently with the issuance by the Bond Bank of the Bond Bank Bonds, at an 40 aggregate purchase price for the Qualified Obligations equal to $ (the "Purchase 41 Price") (which amount represents the par amount of the Qualified Obligations, plus a net original 42 issue premium with respect to the Bond Bank Bonds that is allocable to the Qualified 43 Obligations of $ ). 2 44 (b) However, in consideration of the Bond Bank agreeing to accept the modified 45 original City of Carmel, Indiana, Junior Waterworks Revenue Bonds of 2008 (Current Interest 46 Bond), the Qualified Entity shall be deemed to have received the following amounts, but agrees 47 to permit the Bond Bank to utilize the proceeds of the Purchase Price as follows: 48 (i) $ for the purpose of funding an Escrow Account for the 49 Indiana Bond Bank with The Huntington National Bank in order to permit the Indiana 50 Bond Bank to defease a portion of its "Indiana Bond Bank Special Program Bonds (City 51 of Carmel Junior Waterworks Project), Series 2008 B;" and 52 (ii) $ for the purpose of paying all or a portion of the costs of 53 issuance of the Bond Bank Bonds allocable to the Qualified Obligations (including a 54 portion of the underwriters' discount with respect to the Bond Bank Bonds which is 55 allocable to the Qualified Obligations in the amount of $ ; 56 (c) The Qualified Obligations shall mature and bear interest and be subject to 57 redemption prior to maturity as set forth in Appendix A attached hereto. The other terms of the 58 Qualified Obligations are set forth in the QE Authorizing Instrument, a true and correct copy of 59 which is incorporated herein by reference. 60 2. The Qualified Entity has taken or will take prior to closing all actions required by 61 law to enable it to issue its Qualified Obligations to be purchased by the Bond Bank. 62 3.. Subject to Section 8 hereof, the Qualified Entity agrees to pay the Bond Bank 63 from moneys legally available to the .Qualified Entity, at such time as the Bond Bank shall 64 reasonably request, fees and charges to (a) pay rebate amounts as set forth in Section 7 hereof; 65 and (b) pay costs of the administration of the Qualified Obligations acquired by the Bond Bank 66 and services performed by the Bond Bank; the amount and nature of such costs of administration 67 to be established in consultation with the Qualified Entity. 68 4. Simultaneously with the delivery to the Bond Bank of the Qualified Obligations, 69 which shall be substantially in the forms set forth in the QE Authorizing Instrument and 70 registered in the name of the Bond Bank, the Qualified Entity shall furnish to the Bond Bank a 71 transcript of proceedings for the Qualified Obligations and the opinion of Barnes & Thornburg 72 LLP, Indianapolis, Indiana, as bond counsel, addressed to the Qualified Entity and the Bond 73 Bank as to, among other things, the validity of the Qualified Obligations and the excludability 74 from gross income for federal tax purposes of interest on the Qualified Obligations under Section 75 103 of the Internal Revenue Code of 1986, as amended and in effect on such date (the "Code"), 76 with reliance letters addressed to the purchaser of the Bond Bank Bonds. The Qualified Entity 77 agrees.to execute and deliver any certificates, documents, instruments or closing papers as may 78 be reasonably required by the Bond Bank to carry out the intent of this Purchase Agreement and 79 to enable the Bond Bank to sell the Bond Bank Bonds. 80 5. The Qualified Entity and the Bond Bank agree that the Qualified Obligations and 81 the payments to be made thereon may be pledged or assigned by the Bond Bank to the Trustee 82 under and pursuant to the Bond Bank Indenture for the benefit of the registered owners of the 83 Bond Bank Bonds. 0) 84 6. The Qualified Entity agrees to furnish to the Bond Bank, as long as any of the 85 Qualified Obligations remain outstanding, annual financial reports, audit reports and such other 86 financial information as is reasonably requested by the Bond Bank, including, without limitation,. 87 the information required to be provided by the City (as an obligated person) pursuant to the 88 continuing disclosure undertaking agreement, related to the Bond Bank Bonds, executed by the 89 City in favor of each registered owner or holder of the Bond Bank Bonds, and, if requested to do 90 so at any time during the term of the Qualified Obligations, the Qualified Entity agrees to 91 execute and deliver to the Bond Bank a continuing disclosure undertaking agreement. 92 7. The Qualified Entity covenants and agrees to comply with the rebate requirements 93 of Section 148(f) of the Code. The Qualified Entity will keep records of the investments made 94 under the QE Authorizing Instrument and the earnings on those investments and report this 95 information to the Bond Bank annually so that the Bond Bank may make the rebate calculation. 96 The Bond Bank will assess the Qualified Entity annually for its share of the arbitrage profits 97 owed to the United States of America as a fee pursuant to Section 3 hereof and will use these 98 fees to pay the rebate amount owed. If the Bond Bank accumulates an amount in excess of what 99 is required to be rebated to the United States of America, the Bond Bank shall reimburse the 100 Qualified Entity for such excess. The Qualified Entity further covenants and agrees to comply 101 with any Memorandum on Compliance delivered to the Qualified Entity on the date of issuance 102 of the Qualified Obligations. 103 8. If the Bond Bank determines to sell all or part of the Qualified Obligations, it 104 agrees to pay or reimburse the Qualified Entity for all costs associated therewith including the 105 printing of bonds, obtaining ratings therefor and providing- services of a registrar and paying 106 agent therefor. 107 9. On or prior to the delivery date of the Qualified Obligations, an authorized officer 108 of the Qualified Entity will deliver a certificate, dated as of the delivery date of the Bond Bank 109 Bonds (the "Closing Date"), to the effect that (a) any statements pertaining to the Qualified 110 Entity or the Qualified Obligations made in the Official Statement, dated , 2016, 111 related to the Bond Bank Bonds (the "Official Statement"), (i) as of the date of the Official 112 Statement, did not contain any untrue statement of a material fact or omit to state a material fact 113 necessary in order to make the statements made therein, in the light of the circumstances under 114 which they were made, not misleading, and (ii) as of the Closing Date, does not contain any 115 untrue statement of a material fact or omit to state a material fact necessary in order to make the 116 statements made therein, in the light of the circumstances under which they are made, not 117 misleading, and (b) that there has been no material adverse change in the financial condition and 118 affairs of the Qualified Entity during the period from the date of the Official Statement to the 119 Closing Date, which was not disclosed to the Bond Bank or otherwise contemplated by the 120 Official Statement. 121 10. So long as the Bond Bank shall own the Qualified Obligations, the QE 122 Authorizing Instrument, shall constitute a contract between the Qualified Entity and the Bond 123 Bank as owner of the Qualified Obligations. 124 11. If any provision of this Purchase Agreement shall for any reason be held to be 125 invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any 3 126 of the remaining provisions of this Purchase Agreement and this Purchase Agreement shall be 127 construed and be in force as if such invalid or unenforceable provision had not been contained 128 herein. 129 12. This Purchase Agreement may be executed in one or more counterparts, any of 130 which shall be regarded for all purposes as an original and all of which constitute but one and the 131 same instrument. The Bond Bank and the Qualified Entity each agree that they will execute any 132 and all documents or other instruments and take such other actions as may be necessary to give 133 effect to the terms of this Purchase Agreement. 134 13. No waiver by either the Bond Bank or the Qualified Entity of any term or 135 condition of this Purchase Agreement shall be deemed or construed as a waiver of any other 136 terms or conditions, nor shall a waiver of any breach be deemed to constitute a waiver of any 137 subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, 138 phrase or other provision of this Purchase Agreement. 139 14. This Purchase Agreement merges and supersedes all prior negotiations, 140 representations, and agreements between the Bond Bank and the Qualified Entity relating to the 141 subject matter hereof and, together with the QE Authorizing Instrument, constitutes the entire 142 agreement between the Bond Bank and the Qualified Entity in respect hereof. 143 IN WITNESS WHEREOF, we have hereunto set our hands as of the day and year first 144 above written. 145 (Seal) Attest: LE Christine S. Pauley, Executive Director Attest: IN Christine S. Pauley, Clerk -Treasurer C! THE CITY OF CARMEL LOCAL PUBLIC IMPROVEMENT BOND BANK Anna Stout, Chair CITY OF CARMEL, INDIANA Un James Brainard, Mayor 146 147 148 149 150 Issuer: 151 152 Designation: 153 154 155 Principal Amount: 156 157 Original Date: 158 159 Interest Payable: 160 161 162 APPENDIX A DESCRIPTION OF OUALIFIED OBLIGATIONS 163 Maturity and Interest Rates: 164 165 Dates City of Carmel, Indiana Amended Junior Waterworks Revenue Bonds of 2008 (Current Interest Bond) Q , 2016 May 1 and November 1, commencing November 1, 2016, calculated on the basis of on the basis of twelve (12) thirty (30) day months for a three hundred sixty (360) day year. Maturing on the dates, in the amounts and at the interest rates as follows: A-1 166 167 168 Optional Redemption 169 The Qualified Obligations maturing on or after , are subject to 170 optional redemption on any date on or after , in whole or in part, in order 171 of maturity determined by Qualified Entity and by lot within maturities, at face value, plus 172 accrued interest to the date fixed for redemption and without premium; provided, however, for so 173 long as any of the Qualified Obligations are held by the Bond Bank, the Qualified Obligations 174 are only subject to any such redemption upon receiving the consent of the Bond Bank in 175 accordance with the terms and conditions set forth by the Bond Bank. 176 177 178 179 DMS RCS 4133780,,2 0a