SA 3 - RESO - TAX ALLOCATION BONDS

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(f) The Indenture shall not be discharged until all Policy Costs owing to the 2016 Bond Insurer shall have been paid in full. The Agency's obligation to pay such amounts shall expressly survive payment in fall of the Series 2016 Bonds. (g) The Agency shall include any Policy Costs then due and owing the 2016 Bond Insurer in the calculation of the additional bonds test. (h) The Agency will pay or reimburse the 2016 Bond Insurer any and all reasonable charges, fees, costs, losses, liabilities and expenses which the 2016 Bond Insurer may pay or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, in connection with (i) any accounts established to facilitate payments under the 2016 Reserve Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of the Indenture or the Related Documents, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of the Agency) relating to the Indenture or any other Related Document, any party to the Indenture or any other Related Document or the transactions contemplated by the Related Documents, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under the Indenture or any other Related Document, if any, or the pursuit of any remedies under the Indenture or any other Related Document, to the extent such costs and expenses are not recovered from Stich foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to the Indenture, the 2016 Reserve Policy or any other Related Document whether or not executed or completed, or (v) any action taken by the 2016 Bond Insurer to cure a default or termination or similar event (or to mitigate the effect thereof) under the Indenture or any other Related Document; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of the 2016 Bond Insurer spent in connection with the actions described in clauses (ii) through (v) above. The 2016 Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Indenture or any other Related Document, Amounts payable by the Agency hereunder shall bear interest at the Late Payment Rate from the date such amount is paid or incurred by the 2016 Bond Insurer until the date the 2016 Bond Insurer is paid in fall. (i) The obligation of the Agency to pay all amounts due to the 2016 Bond Insurer shall be an absolute and unconditional obligation of the Agency and will be paid or performed strictly in accordance with the provisions of this Section, irrespective of (i) any lack of validity or enforceability of or any amendment or other modifications of, or waiver with respect to the Series 2016 Bonds, the Indenture or any other Related Document, or (ii) any amendment or other modification of, or waiver with respect to the 2016 Reserve Policy; (iii) any exchange, release or non - perfection of any security interest in property securing the Series 2016 Bonds, the Indenture or any other Related Documents; (iv) whether or not such Series 2016 Bonds are contingent or matured, disputed or undisputed, liquidated or unliquidated; (v) any amendment, modification or waiver of or any consent to departure from the 2016 Reserve Policy, the Indenture or all or any of the other Related Documents; (vi) the existence of any claim, setoff, defense (other than the defense of payment in full), reduction, abatement or other right which the 34 3 -52