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The Agency shall pay or reimburse the 2018 Bond Insurer any and all charges, fees, costs <br />and expenses that the 2018 Bond Insurer may reasonably pay or incur in connection with (i) the <br />administration, enforcement, defense or preservation of any rights or security in any Related <br />Document; (ii) the pursuit of any remedies under the Indenture or any other Related Document <br />or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect <br />to, or related to, the Indenture or any other Related Document whether or not executed or <br />completed, or (iv) any litigation or other dispute in connection with the Indenture or any other <br />Related Document or the transactions contemplated thereby, other than costs resulting from the <br />failure of the 2018 Bond Insurer to honor its obligations under the 2018 Bond Insurance Policy. <br />The 2018 Bond Insurer reserves the right to charge a reasonable fee as a condition to executing <br />any amendment, waiver or consent proposed in respect of the Indenture or any other Related <br />Document. <br />After payment of reasonable expenses of the Trustee, the application of funds realized <br />upon default shall be applied to the payment of expenses of the Agency or rebate only after the <br />payment of past due and current debt service on the Insured Series 2018 Bonds and amounts <br />required to restore the Reserve Account to the Reserve Account Requirement. <br />The 2018 Bond Insurer shall be entitled to pay principal or interest on the Insured Series <br />2018 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by <br />the Issuer (as such terms are defined in the 2018 Bond Insurance Policy) and any amounts due on <br />the Insured Series 2018 Bonds as a result of acceleration of the maturity thereof in accordance <br />with the Indenture, whether or not the 2018 Bond Insurer has received a Notice of Nonpayment <br />(as such terms are defined in the 2018 Bond Insurance Policy) or a claim upon the 2018 Bond <br />Insurance Policy. <br />The rights granted to the 2018 Bond Insurer under the Indenture or any other Related <br />Document to request, consent to or direct any action are rights granted to the 2018 Bond Insurer <br />in consideration of its issuance of the 2018 Bond Insurance Policy. Any exercise by the 2018 <br />Bond Insurer of such rights is merely an exercise of the 2018 Bond Insurer's contractual rights <br />and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners and <br />such action does not evidence any position of the 2018 Bond Insurer, affirmative or negative, as <br />to whether the consent of the Bondowners or any other person is required in addition to the <br />consent of the 2018 Bond Insurer. <br />Amounts paid by the 2018 Bond Insurer under the 2018 Bond Insurance Policy shall not <br />be deemed paid for purposes of the Indenture and the Insured Series 2018 Bonds relating to such <br />payments shall remain Outstanding and continue to be due and owing until paid by the Agency <br />in accordance with the Indenture. The Indenture shall not be discharged unless all amounts due <br />or to become due to the 2018 Bond Insurer have been paid in full or duly provided for. <br />In determining whether any amendment, consent, waiver or other action to be taken, or <br />any failure to take action, under the Indenture would adversely affect the security for the Insured <br />Series 2018 Bonds or the rights of the Owners, the Trustee shall consider the effect of any such <br />amendment, consent, waiver, action or inaction as if there were no 2018 Bond Insurance Policy. <br />4150-2542-5420.3 61 <br />40990-25 <br />SA -3-79 <br />