today and that is assured guaranty corporation versus madison county mississippi and mr thompson will hear from european m madison county is asking that you render judgment in favor of madison kalitta that it is the established loam makes it clear that the determination by this court is as simple as applying the simple language of the contract or the constitution that's how simple diseases we've reviewed this section three of the contribution agreement is the heart of the issue that provided that or that everyone agrees that provided that means a condition so that is not in dispute provided that so provided that or only condition that reading that or only condition that the covenants agreements and obligations of parkway east or the district as it's also referred and stated here in our perform and you have to make sense for a completely independent segmented provision and the way it got there was or not if i can go back just a minute to get back to that when you look  reimbursing money and then the question is what are we talking about two bands money and reimbursed money for what for the deficient debt service pavement so the question is how did the district court get to and in contract law you gotta read the whole contract in this particular case right you got to read he said that service form and he said so as for he says everybody agrees that son is for means what it says which years of that the parkway will reimburse within two years but he said it's completely independent of since one he's it's far as i'm concerned he's cutting that out of the contract or you could put it in a completely different section he's saying senator warner sent us four does not apply to select one and in then he says given among other reasons part three opens with the words quote notwithstanding the above and when you look at the word notwithstanding above of a sure it is the use of such quote notwithstanding the use of such notwithstanding clause overrides conflict in provisions so then the question to me comes up ok what's conflict and heard over the money but section four says regarding lease or irrespective or notwithstanding the above if you haven't known what snow is to say and then within two years you got to pay us from any source of funds whatsoever it's a completely different style it's completely separate from the tax sales and senate's total there is a conflict between those to so notwithstanding the language on the tax sales and turning it over immediately to us you have to reimburse us within two years we gardeners of the source of balance is what that means so that's three talks about interest own tax sales so if you say all property contribution agreement this section is to entitle champneys contribution so what the can is saying is we were going to help you develop this land if within to if you is this white through tax sales through special assessments the financial markets went down two thousand night they weren't able to properly didn't take out like it was supposed to they were able to have a special cessna's so we're going to give you a loan or we're going to help you take make the payments but it's going to be only condition that you can meet your promise here in which your promise here ian is you will reimburse us with the in two years no matter the source of the is two years money two years men's ten years in my book so if they don't reimburse in two years the candy saying we're going to contribute for this time but we're not agreeing to contribute after this time period that's the whole intent of this paragraph that's the plain reading of it it's like i will help contribute to your someone comes to me and says i will help contribute to your campaign that and then i will pay for your campaign it's more like you have a overdraft or that the bike covers a check for you because you can't pay it and the bank says we'll help we won't you as a customer going don't contribute to the ins but i guarantee you don't pay the bank back they're going to quit contributing and that is no different than here we're going to loan money to you in this period because we won't this area to develop but if the problem here part of the problem the offering circular under which the fines were so and can win your argument the way the bonds were so no ma'am the bonds were sold in the agreement with the violently official statement that was so with the bonds it specifically states on page two thirty two of the record it says park was the parkway chairman signed it he said the contribution agreement conditions the city the counties even a party to this contract was signed when we have a third party bid of the interest here because we are the bond insurance company in our group and the bond insurance that guarantee timing of the short falls that was the whole purpose the whol guarantee paper it's that simple the plain language of the contract ward the question comes up what's the purpose and what's the meaning of the paragraph about reimbursing within two years it makes that under the reading that  it makes it meaningless because the county is not going to rely on collecting from parkway east they're not going to know where in that document no where can you read no where can you read in the documents that the canny is assuming the fall in bed in is of the twenty seven billion dollar bond issue you know their argument eric human is that it's the credit it's the counties this is the county's obligation maybe not in the first instance but the county pays the whole twenty seven million well their argument yes ma'am the argument is that the county should pay for this because it's in their interest and i will tell you it is in the county's interest for the area to develop it is in the can is interest for the belt area to develop it's in the interest of a mortgage or my home that i make my payments it's in the interests of that in this contract you cannot read it in section three without misapplying the senate is not having them is segmented independent senate has a completely different thought what's the status of of all this right today  what happened to the area the space the asset tax collection all of all that with the economic development economic development has not taken off at this point the bond insurance company is making the payments on the interpretation a required under mississippi for corner analysis the county asking its brief in its argument today to accept an intent that is inconsistent with the central purpose of the contribution agreement based on its four corners and each and every term contained in it the admission only i would point out in the or human council references they provided that sent and only chooses to acknowledge the word performed there is no doubt that the senate says performed and or provided there is no doubt that the obligation of the district to reimburse could not be performed at the time of the closing and there is no doubt that other obligations contained in the contribution could be performed closing the contribution agreement reflects and it was adopted other county board of supervisors in january two thousand and five closing was in july of two thousand and five a considerable period of little these sequence of events or the contribution agreement prepared and agreed to by the county board of directors in january two thousand and five contain that language there was no insurance contemplated there was no insurance involved until july of that year so at the time the contribution was approved by the county in the form that was executed the closing in july there was no consideration whatsoever in the record reflects that and i can try to be we don't have to decide whether you have an obligation to pick it up or i guess well it's a good thing about your obligations in this contract all it says is whether they are obligated to pick it up correctly i don't and i want you to tell me how they are obligated to continue to pay the payments that the parkway is failing and mike well the term notwithstanding the above removes you can use carve out a removes it despite what is above not just a two sentences this provided withstanding notwithstanding the above doesn't say notwithstanding the above two sentences it obligation as reflected in the contribution agreement the district is to assess assessments in collecting those funds would be used to pay bondholders the second obligation in the event the page is normally within two years and that if you don't vote for him reimbursement could last two years if they if the if the district didn't either by a tax sale in which case they have an immediate obligation to turn those funds over to the county for a reimbursement or if from whatever other sources they may have the other side limit is two years and i don't disagree the real question of a hard limit is two years so they don't have an obligation to pay  any more well then insurance kicks in and there you are that's why you got that premium well premium and the insurance really is for a different purpose your honor the but the current real issue the legalisation is applying mississippi for corner and that was in giving effect to all the workers in the phrase not was standing the above is critical to the cause that can only mean if only reasonable logical interpretation of that is this is not part of the initial provided that since it is not a condition and the county certificated clearly establishes that i don't care whether it's a condition it is a term of the contract obligation to reimburse is a condition the county is correct we don't have to condition precisely but as the district court and we believe is correct in term getting affected notwithstanding the above the phrase regarding reimbursement is a contract for the promise in the contribution agreement nothing else in their contradicts that in furthermore the essential purpose of this document is a county contribution turns upside down the essential purpose of this agreement to be sure that bond holders are paid when assessment or not living or not collected is force insurance that is the third tier we know that count we know that counties are unable to meet their obligations we also know that county sometimes don't perform their obligations as obligations which are crazy obligations started out there but we know that and their bond interest then becomes part way that becomes assures that's why we are here yet again against well not exactly we have an allegation but that's not the subject of this somebody judgement upon the interpretation that notwithstanding the above means the following obligation to reimburse is not a condition it's a legal promise now we just read the four corners we didn't infer intent we can't add words noted that again the county doesn't talk about provided in the way that was what was provided in the contribution agreement was a legal obligation of the district the county has a lot of ways to deal with that legal obligation besides suit but regardless the four corners of stabilization is in that analysis establishes that the obligation of the district is a legal obligation not a condition to the performance of the county to make contributions when necessary if that were the case it turns the entire some somewhere to go for the resources to pay this off work way yeast was created pursuant to mrs b statute that allows you to subpoena keys and counties to create independent subdivisions to issue bonds in order that the binds issues are not counted as debt against the county's maximum detonation that's what the statute says that is fine except the created entity has no assets it can't issue levies although it's not required from the contribution agreement if you read the herbs but if the property owners don't pay as they did in two thousand and eight in two thousand and seven agreement does as we have noted we paid because the county did in our obligation it's been set aside the other point that i would like to make is that besides not giving credence to the them in concert with one another and you give them full meaning and of the four corners analysis and under many cases in mississippi in other words we cited the a read together because of three things one they were gets to the point that the county certifies an executed certificate that says we are satisfied that all obligations covenants and agreements have been satisfied but either performance or they were provided now some were performed in addition the product close to the district agreed to har butler's know as obviously that was in the contribution agreement it was prepared in january of zero five and obviously bunch also had to be retained to get to the closing there were others there was a obligation to agree that ten percent of the fines available for distribution on the construction of the infrastructure would be withheld that was provided in the trust indenture the trustee agreed to do that those things were perform all of those that could have been provided were provided to the satisfaction of the county based upon the language contained in the county on amortization certificate page forty six forty one where the county says it counted at four in on behalf of the county the covenants agreements and obligations of the district as stated in the contribution agreement have been performed a and or provide it to the county the fact that the planned out statements that it seems to me don't don't square with the actually more limited obligation of the county under this paragraph we've been talking about offering circular is very broad obligation of the effect that had any effect on the intent within the four corners it's outside the four corner analysis and what we have here is we the workers in the words in the of contribution agreement and the words in the county certificate which are considered together read together because of their connection is a global part of the transaction and executed at the same day provided that we have to look at both and when the statement is made that the county that the satisfaction has occurred either by performance which is the only thing the counting was to talk about they had no or the provided and what was provided was a legal obligation that w from its agreement in the first sentence that says provided that followed with in the a vent the as lives or cessna collections are insufficient to pay bunt holders we will contribute that's the contribution agreement that was the essential purpose of the agreement and the issue with regard to reimbursement the county is reading outside the four corners two years you result of if they don't perform but it's not a condition precedent to believe the county of it's obligation we have two independent bilateral promises the notwithstanding the above and because of this certificate that clearly read in given full meaning with the contribution agreement reflects the intent of the parties that the conditions whatever they are have been satisfied the obligations of been set aside they are no longer conditioned preseason to the county's obligation they are independent promise and that's not what the county as done the county has reefs are hearing from map and i just don't think that's going to that's going to get you there well when a great job trying i don't believe it's gone but they concluded regardless of the intent because of it was dissatisfied with what the district did in spite of this clear statement that they are satisfied with the covenants aargh agreements and obligations of the district as stated in the contribution agreement three she was satisfied then and if she couldn't raise any instances where she's not satisfied today ome that's what this means because she and says they have a lot of things that day this is nonsense because what this is this offering circular here and in the section that describes the contribution agreement is very broad i mean it it does not is not limited in the way you say it is yes ma'am when you read the contribution agreement the summary of the contribution agreement all page two hundred thirty one of the record is a little bit broader but he turned over to the next page on record to thirty two payments under the contribution agreement and it says the contribution agreement conditions the carries agreement to make payments their own on the district compliance with the covenants agreements and obligations of the district contained here in and there is land in their state so it goes farther to say in as the county's allocation nowhere in here was it marketed as the can is up again if you read the last sentence in there no later than two year for that is so it's the exact language there now only this date yonder when they talk about when the contribution agreement was signed and what they don't want to talk about is on that same date ome july twenty seven about that is the zacks same day that the policy degenerates is dated so they want to go to disagreement let's go to the policy of insurance on corp he said it's a sham nowhere in these pleadings is anybody say it was a sham but it is a independent separate corporation and the assets it has in the future hopefully this land will take office in the fastest growing county in mississippi and when it takes up they'll have these special assessment they don't pay them what they can go collect or the taxes so that it will have something but it goes back to four for their argument notwithstanding cars out the third not withstanding in