SA-3 - RESO TAX ALLOCATION BOND - Laserfiche WebLink

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The Trustee shall keep a complete and accurate record of all funds deposited by the 2018 Bond Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Insured Series 2018 Bond. The 2018 Bond Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee. Upon payment of a claim under the 2018 Bond Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners referred to herein as the "Policy Payments Account' and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the 2018 Bond Insurance Policy in trust on behalf of Owners and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Owners in the same manner as principal and interest payments are to be made with respect to the Insured Series 2018 Bonds under the sections hereof regarding payment of Insured Series 2018 Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Agency agrees to pay to the 2018 Bond Insurer (i) a sum equal to the total of all amounts paid by the 2018 Bond Insurer under the 2018 Bond Insurance Policy (the "Insurer Advances"); and (ii) interest on such Insurer Advances from the date paid by the 2018 Bond Insurer until payment thereof in full, payable to the 2018 Bond Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus _%, and (ii) the then applicable highest rate of interest on the Insured Series 2018 Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Agency hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Tax Revenues and payable from such Tax Revenues on a parity with debt service due on the Insured Series 2018 Bonds, payable solely from the Tax Revenues. Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following a bond payment date shall promptly be remitted to the 2018 Bond Insurer. The 2018 Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Insured Series 2018 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2018 Bond Insurance Policy (which subrogation rights shall include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Agency to the 2018 Bond Insurer under the Related Documents shall survive discharge or termination of such Related Documents. 4150-2542-5420.3 60 40990-25 SA -3-78