(a) For the purposes of this chapter, the following terms have the meanings set forth in this section:(a) “Additional Bonds” means one or more additional series or tranches or both series and tranches of Bonds issued pursuant to the Indenture or another indenture after the Initial Matching Fund Securitization Bonds are issued which are all secured by the Trust Estate.(b) “Ancillary Agreements” means the Sale Agreement, the initial Indenture, any supplemental Indentures, other Indentures, the bond purchase agreement between the Corporation and the initial bond purchasers, security enhancement agreements, if any, investment agreements, or any other agreement or instrument entered into by the Corporation, the Government, or the Trustee in connection with, or in furtherance of the sale and conveyance of the Matching Fund Receipts and the Related Rights pursuant to this chapter and the issuance of the Bonds.(c) “Board” means the board of directors of the Matching Fund Special Purpose Securitization Corporation established pursuant to section 1405.(d) “Bondholder” means a registered owner of an outstanding Bond.(e) “Bonds” means the Matching Fund Securitization Bonds and the Subordinate Lien Bonds issued pursuant to the initial Indenture or other Indentures.(f) “Corporation” means the Matching Fund Special Purpose Securitization Corporation established by section 1404.(g) “Cover Over Rate” means the federal excise tax and the federal excise tax per proof gallon remitted by the U.S. Treasury to the Virgin Islands Government; the “Cover Over Rate” as set by Congress and codified in Section 5001(a)(1) and 7652(f) of the Internal Revenue Code of 1986, as amended.(h) “Deposit Account” means a designated account in the name of the Corporation created and held by the Trustee pursuant to the initial Indenture at a bank or trust company having the authority to receive the transfer of the Matching Fund Receipts from the GVI Restricted Account and having trust powers under the initial Indenture.(i) “DOI” means the United States Department of the Interior.(j) “Existing Matching Fund Loan Notes” means the outstanding special obligation notes issued to the Public Finance Authority by the Government pursuant to the Loan Agreement dated July 1, 2009, the Loan Agreement dated October 1, 2009, the Loan Agreement dated December 1, 2009, the Loan Agreement dated July 1, 2010, the Loan Agreement dated September 1, 2012, the Loan Agreement dated September 1, 2013, and the Loan Agreement dated October 1, 2013, each by and among the Public Finance Authority, the trustee and the Government, which Loan Notes are the security for the repayment of the corresponding Existing PFA Bonds.(k) “Existing PFA Bonds” means the various series of outstanding bonds issued by the Public Finance Authority pursuant to an Indenture of Trust dated May 1, 1998, as amended and supplemented, a Subordinated Indenture of Trust dated June 1, 2009, as supplemented, and a Subordinated Indenture of Trust dated December 1, 2009, as supplemented, secured by Matching Fund Receipts on a senior and subordinate basis, respectively, received by the Government from the U.S. Treasury.(l) “Financing costs” means all costs associated with the following:(1) the offering, issuance, repayment, financing, or refinancing of the Bonds, whether upon issuance or over the term of the Bonds;(2) the making of payments required by the Ancillary Agreements;(3) the preparation for and the entering into the transactions authorized by this chapter, including, but not limited to, any reasonable legal and financial advisory fees incurred by the Legislature, the Government, the PFA and the Corporation;(4) the maintenance, preservation, protection, and defense of the Trust Estate, including any collection, enforcement, sale, protection or settlement actions relating to the Trust Estate;(5) the confirmation, defense and protection of the statutory lien and the consensual lien on the Trust Estate;(6) the performance of all ongoing activities relating to the Matching Fund Securitization Bonds, the Residual Certificate, the Subordinate Lien Bonds, the Matching Fund Receipts, any Ancillary Agreements, and the Trust Estate;(7) the annual salary compensation and reasonable travel and expenses of or relating to the directors of the Corporation; and(8) other reasonable expenses of the directors of the Corporation.(m) “Financing entity” means the Corporation, the Trustee and any other person or entity acting for the benefit of the Bondholders or the Corporation that has rights under any Ancillary Agreements.(n) “Fiscal Year” means the period beginning October 1 through and including September 30 of the following calendar year.(o) “GERS” means Government Employee Retirement System.(p) “GERS Funding Note” means the note or other form of indebtedness issued by PFA or other entity to the GERS for deposit as an in-kind contribution by the Government to the GERS concurrently with the issuance of the Initial Matching Fund Securitization Bonds, which note, or other form of indebtedness is secured by a portion of the Residual Receipts received by the Government pursuant to the Residual Certificate.(q) “GERS Funding Note Payment Obligations” means the funding and payment obligations relating to the GERS Funding Note which are due in Fiscal Year 2022 and any cost of issuance relating to the GERS Funding Note.(r) “GERS Funding Note Trustee” means the trustee under the indenture pursuant to which the GERS Funding Note is issued.(s) “Government” means the Government of the Virgin Islands.(t) “Governor” means the Governor of the Virgin Islands or the Governor’s designee, as may be named from time to time.(u) “GVI Restricted Account” means the trust account established in the name of the Government, in trust for the sole benefit of the Corporation and the Corporation’s collateral assignee, the Trustee.(v) “Indenture” means the master trust indenture, bond indenture, trust agreement or similar agreement between the Corporation and the Trustee, as amended or supplemented from time to time, from the date of the issuance of the Initial Matching Fund Securitization Bonds and the Residual Certificate.(w) “Initial Matching Fund Securitization Bonds” means the initial series of Matching Fund Securitization Bonds issued pursuant to the initial Indenture.(x) “Matching Fund Receipts” means the amounts paid and to be paid by the U.S. Treasury through the Secretary of the DOI as a transfer of federal excise taxes imposed and collected under the Internal Revenue Code of 1986, as amended, in any Fiscal Year on rum produced in the Virgin Islands and exported to the United States and that is subject to federal excise tax pursuant to 26 U.S.C. § 7652, as amended from time to time.(y) “Matching Fund Securitization Bonds” means the Initial Matching Fund Securitization Bonds and any Additional Bonds issued on a parity therewith, which bonds may be issued as taxable or tax-exempt bonds, authorized to be issued by the Corporation from time to time pursuant to an Indenture. This term does not include a Residual Certificate or any Subordinate Lien Bond.(z) “PFA Indenture” means any indenture under which the Existing PFA Bonds were issued.(aa) “Public Finance Authority” or “PFA” means the Virgin Islands Public Finance Authority, a public corporation and governmental instrumentality of the Government.(bb) “Related Rights” means the contractual rights provided by the Government, the covenants made by the Government, and the Corporation’s rights to enforce the rights and covenants, all pursuant to the Act and the Sale Agreement.(cc) “Residual Certificate” means a certificate issued by the Corporation evidencing the right of the holder to receive any Residual Receipts on deposit in the Residual Fund.(dd) “Residual Certificate Holder” means the holder or holders of the Residual Certificate. Upon its issuance by the Corporation, the Residual Certificate Holder is the Government.(ee) “Residual Fund” means the fund or account so designated, created and established pursuant to the initial Indenture into which the Residual Receipts are deposited.(ff) “Residual Receipts” means that portion of the Matching Fund Receipts deposited in the Residual Fund, if any, after making the deposits required in each Fiscal Year for the following, in the order of priority provided in the initial Indenture:(1) Payment of debt service on the Bonds;(2) Establishing, maintaining, or replenishing any reserve funds created in connection with the issuance of the Bonds;(3) Payment of any other obligations of the Corporation under any Ancillary Agreement; or(4) Payment of the operating expenses of the Corporation.(gg) “Resolution” means one or more resolutions by the Board, adopted in accordance with this chapter, authorizing:(1) the Corporation’s purchase of the Matching Fund Receipts and the Related Rights;(2) the issuance of one or more series of Bonds;(3) any redemption, defeasance or refunding of Bonds, or(4) the execution and delivery of any Indenture or any Ancillary Agreement.(hh) “Sale Agreement” means an agreement between the Corporation and the Government that provides for the irrevocable transfer, pursuant to Section 1403 and the Resolution, during the Transfer Period, to the Corporation of all of the Government’s right, title, and interest in and to the Matching Fund Receipts paid and to be paid by the U.S. Treasury to the Government, by depositing such amounts into the GVI Restricted Account and the Related Rights, in exchange for:(1) a cash payment of the net proceeds from the sale of any Matching Fund Securitization Bonds and any Subordinate Lien Bonds;(2) the deposit into the GERS Funding Note Trustee deposit account of an amount sufficient to fund the GERS Funding Note Payment Obligations; and(3) the Residual Certificate.(ii) “Secretary” means the Secretary of the U.S. Treasury.(jj) “Settlement Agreement” means a written agreement or other document evidencing that the GERS upon the issuance and delivery of the GERS Funding Note, shall release all pending claims, including all claims regarding outstanding employer contributions, and dismiss all pending litigation against the Government, and that any pending or existing judgements against the Government shall be deemed satisfied.(kk) “Subordinate Lien Bonds” means Bonds that may be issued by the Corporation from time to time after the issuance of the Initial Matching Fund Securitization Bonds pursuant to a Resolution and an Indenture, which Bonds are secured by a subordinate pledge on the Trust Estate.(ll) “Transfer Period” means the period from and including the date of issuance and delivery of the Initial Matching Fund Securitization Bonds through and including the date on which the last outstanding Bond is paid or defeased and all obligations under all applicable Indentures and the Ancillary Agreements are paid in full.(mm) “Trustee” means the bank or trust company appointed as “Trustee” for the Bonds pursuant to the applicable Indenture and having the duties, responsibilities and rights provided for in the Indenture, and its successor or successors and any other bank or trust company that may at any time be substituted in its place pursuant to the Indenture.(nn) “Trust Estate” means the right, title, and interest in and to:(1) the Corporation’s interest in the funds in the GVI Restricted Account;(2) during the Transfer Period, the Matching Fund Receipts paid and to be paid to the Corporation and the Related Rights;(3) excluding Residual Receipts, all earnings, interest, claims, credit enhancement payments, and proceeds of or arising from the Matching Fund Receipts, and any adjustments to and from the Related Rights; and(4) all rights of the Corporation under the Sale Agreement and all other Ancillary Agreements.(oo) “U.S. Treasury” means the United States Department of the Treasury.(pp) “Virgin Islands” means the unincorporated territory of the United States of America as described in the Revised Organic Act of the Virgin Islands, 48 U.S.C. § 1541(a).
(a) “Additional Bonds” means one or more additional series or tranches or both series and tranches of Bonds issued pursuant to the Indenture or another indenture after the Initial Matching Fund Securitization Bonds are issued which are all secured by the Trust Estate.
(b) “Ancillary Agreements” means the Sale Agreement, the initial Indenture, any supplemental Indentures, other Indentures, the bond purchase agreement between the Corporation and the initial bond purchasers, security enhancement agreements, if any, investment agreements, or any other agreement or instrument entered into by the Corporation, the Government, or the Trustee in connection with, or in furtherance of the sale and conveyance of the Matching Fund Receipts and the Related Rights pursuant to this chapter and the issuance of the Bonds.
(c) “Board” means the board of directors of the Matching Fund Special Purpose Securitization Corporation established pursuant to section 1405.
(d) “Bondholder” means a registered owner of an outstanding Bond.
(e) “Bonds” means the Matching Fund Securitization Bonds and the Subordinate Lien Bonds issued pursuant to the initial Indenture or other Indentures.
(f) “Corporation” means the Matching Fund Special Purpose Securitization Corporation established by section 1404.
(g) “Cover Over Rate” means the federal excise tax and the federal excise tax per proof gallon remitted by the U.S. Treasury to the Virgin Islands Government; the “Cover Over Rate” as set by Congress and codified in Section 5001(a)(1) and 7652(f) of the Internal Revenue Code of 1986, as amended.
(h) “Deposit Account” means a designated account in the name of the Corporation created and held by the Trustee pursuant to the initial Indenture at a bank or trust company having the authority to receive the transfer of the Matching Fund Receipts from the GVI Restricted Account and having trust powers under the initial Indenture.
(i) “DOI” means the United States Department of the Interior.
(j) “Existing Matching Fund Loan Notes” means the outstanding special obligation notes issued to the Public Finance Authority by the Government pursuant to the Loan Agreement dated July 1, 2009, the Loan Agreement dated October 1, 2009, the Loan Agreement dated December 1, 2009, the Loan Agreement dated July 1, 2010, the Loan Agreement dated September 1, 2012, the Loan Agreement dated September 1, 2013, and the Loan Agreement dated October 1, 2013, each by and among the Public Finance Authority, the trustee and the Government, which Loan Notes are the security for the repayment of the corresponding Existing PFA Bonds.
(k) “Existing PFA Bonds” means the various series of outstanding bonds issued by the Public Finance Authority pursuant to an Indenture of Trust dated May 1, 1998, as amended and supplemented, a Subordinated Indenture of Trust dated June 1, 2009, as supplemented, and a Subordinated Indenture of Trust dated December 1, 2009, as supplemented, secured by Matching Fund Receipts on a senior and subordinate basis, respectively, received by the Government from the U.S. Treasury.
(l) “Financing costs” means all costs associated with the following:(1) the offering, issuance, repayment, financing, or refinancing of the Bonds, whether upon issuance or over the term of the Bonds;(2) the making of payments required by the Ancillary Agreements;(3) the preparation for and the entering into the transactions authorized by this chapter, including, but not limited to, any reasonable legal and financial advisory fees incurred by the Legislature, the Government, the PFA and the Corporation;(4) the maintenance, preservation, protection, and defense of the Trust Estate, including any collection, enforcement, sale, protection or settlement actions relating to the Trust Estate;(5) the confirmation, defense and protection of the statutory lien and the consensual lien on the Trust Estate;(6) the performance of all ongoing activities relating to the Matching Fund Securitization Bonds, the Residual Certificate, the Subordinate Lien Bonds, the Matching Fund Receipts, any Ancillary Agreements, and the Trust Estate;(7) the annual salary compensation and reasonable travel and expenses of or relating to the directors of the Corporation; and(8) other reasonable expenses of the directors of the Corporation.
(1) the offering, issuance, repayment, financing, or refinancing of the Bonds, whether upon issuance or over the term of the Bonds;
(2) the making of payments required by the Ancillary Agreements;
(3) the preparation for and the entering into the transactions authorized by this chapter, including, but not limited to, any reasonable legal and financial advisory fees incurred by the Legislature, the Government, the PFA and the Corporation;
(4) the maintenance, preservation, protection, and defense of the Trust Estate, including any collection, enforcement, sale, protection or settlement actions relating to the Trust Estate;
(5) the confirmation, defense and protection of the statutory lien and the consensual lien on the Trust Estate;
(6) the performance of all ongoing activities relating to the Matching Fund Securitization Bonds, the Residual Certificate, the Subordinate Lien Bonds, the Matching Fund Receipts, any Ancillary Agreements, and the Trust Estate;
(7) the annual salary compensation and reasonable travel and expenses of or relating to the directors of the Corporation; and
(8) other reasonable expenses of the directors of the Corporation.
(m) “Financing entity” means the Corporation, the Trustee and any other person or entity acting for the benefit of the Bondholders or the Corporation that has rights under any Ancillary Agreements.
(n) “Fiscal Year” means the period beginning October 1 through and including September 30 of the following calendar year.
(o) “GERS” means Government Employee Retirement System.
(p) “GERS Funding Note” means the note or other form of indebtedness issued by PFA or other entity to the GERS for deposit as an in-kind contribution by the Government to the GERS concurrently with the issuance of the Initial Matching Fund Securitization Bonds, which note, or other form of indebtedness is secured by a portion of the Residual Receipts received by the Government pursuant to the Residual Certificate.
(q) “GERS Funding Note Payment Obligations” means the funding and payment obligations relating to the GERS Funding Note which are due in Fiscal Year 2022 and any cost of issuance relating to the GERS Funding Note.
(r) “GERS Funding Note Trustee” means the trustee under the indenture pursuant to which the GERS Funding Note is issued.
(s) “Government” means the Government of the Virgin Islands.
(t) “Governor” means the Governor of the Virgin Islands or the Governor’s designee, as may be named from time to time.
(u) “GVI Restricted Account” means the trust account established in the name of the Government, in trust for the sole benefit of the Corporation and the Corporation’s collateral assignee, the Trustee.
(v) “Indenture” means the master trust indenture, bond indenture, trust agreement or similar agreement between the Corporation and the Trustee, as amended or supplemented from time to time, from the date of the issuance of the Initial Matching Fund Securitization Bonds and the Residual Certificate.
(w) “Initial Matching Fund Securitization Bonds” means the initial series of Matching Fund Securitization Bonds issued pursuant to the initial Indenture.
(x) “Matching Fund Receipts” means the amounts paid and to be paid by the U.S. Treasury through the Secretary of the DOI as a transfer of federal excise taxes imposed and collected under the Internal Revenue Code of 1986, as amended, in any Fiscal Year on rum produced in the Virgin Islands and exported to the United States and that is subject to federal excise tax pursuant to 26 U.S.C. § 7652, as amended from time to time.
(y) “Matching Fund Securitization Bonds” means the Initial Matching Fund Securitization Bonds and any Additional Bonds issued on a parity therewith, which bonds may be issued as taxable or tax-exempt bonds, authorized to be issued by the Corporation from time to time pursuant to an Indenture. This term does not include a Residual Certificate or any Subordinate Lien Bond.
(z) “PFA Indenture” means any indenture under which the Existing PFA Bonds were issued.
(aa) “Public Finance Authority” or “PFA” means the Virgin Islands Public Finance Authority, a public corporation and governmental instrumentality of the Government.
(bb) “Related Rights” means the contractual rights provided by the Government, the covenants made by the Government, and the Corporation’s rights to enforce the rights and covenants, all pursuant to the Act and the Sale Agreement.
(cc) “Residual Certificate” means a certificate issued by the Corporation evidencing the right of the holder to receive any Residual Receipts on deposit in the Residual Fund.
(dd) “Residual Certificate Holder” means the holder or holders of the Residual Certificate. Upon its issuance by the Corporation, the Residual Certificate Holder is the Government.
(ee) “Residual Fund” means the fund or account so designated, created and established pursuant to the initial Indenture into which the Residual Receipts are deposited.
(ff) “Residual Receipts” means that portion of the Matching Fund Receipts deposited in the Residual Fund, if any, after making the deposits required in each Fiscal Year for the following, in the order of priority provided in the initial Indenture:(1) Payment of debt service on the Bonds;(2) Establishing, maintaining, or replenishing any reserve funds created in connection with the issuance of the Bonds;(3) Payment of any other obligations of the Corporation under any Ancillary Agreement; or(4) Payment of the operating expenses of the Corporation.
(1) Payment of debt service on the Bonds;
(2) Establishing, maintaining, or replenishing any reserve funds created in connection with the issuance of the Bonds;
(3) Payment of any other obligations of the Corporation under any Ancillary Agreement; or
(4) Payment of the operating expenses of the Corporation.
(gg) “Resolution” means one or more resolutions by the Board, adopted in accordance with this chapter, authorizing:(1) the Corporation’s purchase of the Matching Fund Receipts and the Related Rights;(2) the issuance of one or more series of Bonds;(3) any redemption, defeasance or refunding of Bonds, or(4) the execution and delivery of any Indenture or any Ancillary Agreement.
(1) the Corporation’s purchase of the Matching Fund Receipts and the Related Rights;
(2) the issuance of one or more series of Bonds;
(3) any redemption, defeasance or refunding of Bonds, or
(4) the execution and delivery of any Indenture or any Ancillary Agreement.
(hh) “Sale Agreement” means an agreement between the Corporation and the Government that provides for the irrevocable transfer, pursuant to Section 1403 and the Resolution, during the Transfer Period, to the Corporation of all of the Government’s right, title, and interest in and to the Matching Fund Receipts paid and to be paid by the U.S. Treasury to the Government, by depositing such amounts into the GVI Restricted Account and the Related Rights, in exchange for:(1) a cash payment of the net proceeds from the sale of any Matching Fund Securitization Bonds and any Subordinate Lien Bonds;(2) the deposit into the GERS Funding Note Trustee deposit account of an amount sufficient to fund the GERS Funding Note Payment Obligations; and(3) the Residual Certificate.
(1) a cash payment of the net proceeds from the sale of any Matching Fund Securitization Bonds and any Subordinate Lien Bonds;
(2) the deposit into the GERS Funding Note Trustee deposit account of an amount sufficient to fund the GERS Funding Note Payment Obligations; and
(3) the Residual Certificate.
(ii) “Secretary” means the Secretary of the U.S. Treasury.
(jj) “Settlement Agreement” means a written agreement or other document evidencing that the GERS upon the issuance and delivery of the GERS Funding Note, shall release all pending claims, including all claims regarding outstanding employer contributions, and dismiss all pending litigation against the Government, and that any pending or existing judgements against the Government shall be deemed satisfied.
(kk) “Subordinate Lien Bonds” means Bonds that may be issued by the Corporation from time to time after the issuance of the Initial Matching Fund Securitization Bonds pursuant to a Resolution and an Indenture, which Bonds are secured by a subordinate pledge on the Trust Estate.
(ll) “Transfer Period” means the period from and including the date of issuance and delivery of the Initial Matching Fund Securitization Bonds through and including the date on which the last outstanding Bond is paid or defeased and all obligations under all applicable Indentures and the Ancillary Agreements are paid in full.
(mm) “Trustee” means the bank or trust company appointed as “Trustee” for the Bonds pursuant to the applicable Indenture and having the duties, responsibilities and rights provided for in the Indenture, and its successor or successors and any other bank or trust company that may at any time be substituted in its place pursuant to the Indenture.
(nn) “Trust Estate” means the right, title, and interest in and to:(1) the Corporation’s interest in the funds in the GVI Restricted Account;(2) during the Transfer Period, the Matching Fund Receipts paid and to be paid to the Corporation and the Related Rights;(3) excluding Residual Receipts, all earnings, interest, claims, credit enhancement payments, and proceeds of or arising from the Matching Fund Receipts, and any adjustments to and from the Related Rights; and(4) all rights of the Corporation under the Sale Agreement and all other Ancillary Agreements.
(1) the Corporation’s interest in the funds in the GVI Restricted Account;
(2) during the Transfer Period, the Matching Fund Receipts paid and to be paid to the Corporation and the Related Rights;
(3) excluding Residual Receipts, all earnings, interest, claims, credit enhancement payments, and proceeds of or arising from the Matching Fund Receipts, and any adjustments to and from the Related Rights; and
(4) all rights of the Corporation under the Sale Agreement and all other Ancillary Agreements.
(oo) “U.S. Treasury” means the United States Department of the Treasury.
(pp) “Virgin Islands” means the unincorporated territory of the United States of America as described in the Revised Organic Act of the Virgin Islands, 48 U.S.C. § 1541(a).