(a) For the purposes of prepaying the Existing Matching Fund Loan Notes and the refunding, redemption, paying or defeasing by the PFA of all Existing PFA Bonds secured thereby, releasing the existing liens on the Matching Fund Receipts so that the Government may more efficiently leverage the value of the Matching Fund Receipts, the Government may sell to the Corporation all of the Government’s right and title to, and interest in the Matching Fund Receipts and the Related Rights and any earnings or interest payable to the Government during the Transfer Period at a purchase price equal to (i) the net proceeds it receives from the sale of the Initial Matching Fund Securitization Bonds less the costs associated with the sale, plus (ii) the deposit into the deposit account of the GERS Funding Note Trustee of an amount sufficient to fund the GERS Funding Note Payment Obligations, plus (iii) the Residual Certificate. In addition, concurrently with the issuance of the Initial Matching Fund Securitization Bonds there shall be issued the GERS Funding Note to the GERS for deposit as an in-kind contribution by the Government to the GERS, which indebtedness is secured by a portion of the Residual Receipts received by the Government pursuant to the Residual Certificate.
(b) The sale and conveyance of the Matching Fund Receipts and the Related Rights pursuant to this chapter may occur only when all of the following have occurred:(1) The Corporation has adopted a Resolution;(2) The documents evidencing the sale and conveyance of the Matching Fund Receipts and the Related Rights pursuant to this chapter have been executed and delivered;(3) The Government has received the purchase price required for the rights to the Matching Fund Receipts and the Related Rights set forth in subsection (a) of this section;(4) The U.S. Treasury has provided the written acknowledgment stating that it will deposit Matching Fund Receipts directly into the GVI Restricted Account;(5) The Governor on behalf of the Government has delivered an irrevocable letter of instruction to the Secretary and the DOI; and(6) The GERS Funding Note is issued concurrently with the sale and conveyance of the Matching Fund Receipts and the Related Rights.
(1) The Corporation has adopted a Resolution;
(2) The documents evidencing the sale and conveyance of the Matching Fund Receipts and the Related Rights pursuant to this chapter have been executed and delivered;
(3) The Government has received the purchase price required for the rights to the Matching Fund Receipts and the Related Rights set forth in subsection (a) of this section;
(4) The U.S. Treasury has provided the written acknowledgment stating that it will deposit Matching Fund Receipts directly into the GVI Restricted Account;
(5) The Governor on behalf of the Government has delivered an irrevocable letter of instruction to the Secretary and the DOI; and
(6) The GERS Funding Note is issued concurrently with the sale and conveyance of the Matching Fund Receipts and the Related Rights.
(c) The sale and conveyance of the Matching Fund Receipts pursuant to this chapter are exempt from all taxes and similar charges imposed by the Virgin Islands or any instrumentality of the Virgin Islands.
(d) The Government may transfer all or a portion of the Residual Certificate in accordance with the conditions set forth in the initial Indenture.
(e) The right to receive the Matching Fund Receipts during the Transfer Period and to exercise and enjoy the Related Rights is a vested, presently existing property right notwithstanding that the amounts of the Matching Fund Receipts to be paid in the future depend on further acts that have not yet occurred, including but not limited to:(1) the production of rum in the Virgin Islands;(2) the sale and export of the rum exported from the Virgin Islands to the United States mainland;(3) adjustments that may be made to the rate or amount of the Matching Fund Receipts to be paid by the U.S. Treasury; and(4) the U.S. Treasury’s paying the Matching Fund Receipts directly into the GVI Restricted Account, as irrevocably directed by the Government.
(1) the production of rum in the Virgin Islands;
(2) the sale and export of the rum exported from the Virgin Islands to the United States mainland;
(3) adjustments that may be made to the rate or amount of the Matching Fund Receipts to be paid by the U.S. Treasury; and
(4) the U.S. Treasury’s paying the Matching Fund Receipts directly into the GVI Restricted Account, as irrevocably directed by the Government.
(f) Subject to the authorization and restrictions of this chapter, the Governor shall determine the terms and conditions of the Sale Agreement, which determination must be conclusively evidenced by the Governor’s execution of the Sale Agreement. Once sold pursuant to the Sale Agreement and during the Transfer Period, the Matching Fund Receipts that would have been paid to the Government, the Related Rights, regardless of location, completion of any transfer process, or whether deposited into the GVI Restricted Account, are no longer the property of the Government, and the Government has no right to obtain the return of the Matching Fund Receipts or to exercise and enjoy any of the Related Rights, except as agent for the Corporation or the Trustee, as the case may be. Once sold pursuant to the Sale Agreement and during the Transfer Period, only the Corporation or the Trustee may transfer Matching Fund Receipts from the GVI Restricted Account. However, for so long as the Government is the Residual Certificate Holder, the Residual Receipts must be deposited in the Residual Fund in accordance with the initial Indenture.
(g) The Government shall cause the net proceeds it receives from its sale of the Matching Fund Receipts and the Related Rights to be placed in one or more separate accounts and used to prepay the Existing Matching Fund Loan Notes and pay all costs associated with the prepayment, and if funds remain in those accounts after the prepayment of the Existing Matching Fund Loan Notes and the payment of all related costs, the funds must be released to the Government for any purpose authorized by an act of the Legislature. In no event shall amounts paid to purchase the Matching Fund Receipts and the Related Rights be available or be applied by the Government for payment of the Bonds, the Residual Certificate, any claim against the Corporation, or any debt or obligation of the Corporation.
(h) Upon the Public Finance Authority’s receipt of the funds from the prepayment of the Existing Matching Fund Loan Notes by the Government, the Public Finance Authority shall use the amounts to cause all the Existing PFA Bonds to be redeemed or defeased in full and shall pay in full all other amounts outstanding under the applicable PFA Indentures and other documents related to the Existing PFA Bonds. In no event shall amounts paid to prepay the Existing Matching Fund Loan Notes be available or be applied for payment of the Bonds, the Residual Certificate, any claim against the Corporation, or any debt or obligation of the Corporation.
(i) Beginning in September 2022, or earlier, if requested by the DOI, and prior to end of each Fiscal Year thereafter until the Bonds are paid in full in accordance with their terms, the Government shall provide an estimate of the amount of rum to be produced in the Virgin Islands and exported to the United States mainland for the ensuing Fiscal Year, on a timely basis to the DOI, with a copy to the Corporation; and any information required to make the request for any adjustments to the Matching Fund Receipts for such year to the Corporation.
(j) Prior to the issuance of the Initial Matching Fund Securitization Bonds, the Government shall deliver one or more agreements or instruments, including an irrevocable letter of instruction from the Governor directing the Secretary and the DOI to cause to be transferred to the GVI Restricted Account promptly all payments of the Matching Fund Receipts, including any transferred in error, during the Transfer Period.
(k) The Government, acting through the Governor, may execute and deliver all documents and agreements and take all actions necessary or appropriate in connection with the sale and conveyance of the Matching Fund Receipts and the Related Rights pursuant to this chapter and the prepayment of the Existing Matching Fund Loan Notes, and to take all actions permitted or required by this chapter and included in the Sale Agreement and to accomplish the purposes of this chapter.
(l) The Public Finance Authority shall:(1) Execute and deliver all documents and agreements and take all actions necessary or appropriate in connection with the redemption or defeasance in full of the Existing PFA Bonds and the payment in full of all other amounts outstanding under the applicable PFA Indentures and other documents related to the Existing PFA Bonds;(2) Take all actions necessary or appropriate in connection with the issuance of the GERS Funding Note.
(1) Execute and deliver all documents and agreements and take all actions necessary or appropriate in connection with the redemption or defeasance in full of the Existing PFA Bonds and the payment in full of all other amounts outstanding under the applicable PFA Indentures and other documents related to the Existing PFA Bonds;
(2) Take all actions necessary or appropriate in connection with the issuance of the GERS Funding Note.
(m) The Government shall cause a report of the final amount and disposition of the net proceeds from the sale of the Matching Fund Receipts and the Related Rights to be made to the Legislature of the Virgin Islands no later than 30 days after the sale.
(n) Upon the payment in full of all of the Bonds in accordance with their terms and all obligations under all applicable Indentures and the Ancillary Agreements, the Government and the PFA shall have the right to assume control of the Matching Fund Receipts, subject to any liens on the Residual Certificate and the Residual Receipts.