SA 3 - RESO - TAX ALLOCATION BONDS

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(i) Notwithstanding any provision of this Section 6.11 to the contrary, if the Agency shall provide to the Trustee an opinion of counsel of recognized standing in the field of law relating to municipal bonds (and approved in writing by the Agency) to the effect that any action required under this Section 6.11 is no longer required, or that some further or different action is required, to maintain the exclusion from federal gross income of the interest on the Tax Exempt Bonds pursuant to the Code, the Trustee and the Agency may conclusively rely on such opinion in complying with the provisions of this Section 6.11, and the provisions hereof shall be deemed to be modified to that extent, Section 6.12 Compliance with the Dissolution Act, The Agency covenants that in addition to complying with the requirements of Section 5,01 hereof, it will comply with all other requirements of the Dissolution Act. Without limiting the generality of the foregoing, the Agency covenants and agrees to file all required statements and seek all necessary successor agency or an oversight board approvals required under the Dissolution Act to assure compliance by the Agency with its covenants under the Indenture. Further, the Agency will take all actions required under the Dissolution Act to include on its ROPS for each ROPS Period all payments expected to be made to the Trustee in order to satisfy the requirements of the Indenture, including any amounts required to pay principal and interest payments due on the Senior Bonds, Outstanding Bonds and any Parity Debt, any deficiency in the Reserve Account to the Rill amount of the Reserve Account Requirement (including amounts due to the 2016 Bond Insurer as issuer of the 2016 Reserve Policy) and any deficiency in the reserve accounts under the indentures for the Senior Bonds, any Compliance Costs, and any required debt service, reserve set - asides, and any other payments required under the Indenture or similar documents pursuant to Section 34171(d)(1)(A) of the California Health and Safety Code, so as to enable the County Auditor - Controller to distribute from the RPTTF amounts to the Trustee for deposit in the Tax Increment Fimd on each ROPS Distribution Date amounts required for the Agency to pay the principal of, premium, if any, and the interest on the Outstanding Bonds and any Parity Debt coming due in the respective ROPS Period. These actions will include, without limitation, placing on the periodic ROPS for approval by the Oversight Board and the DOF, to the extent necessary, the amounts to be held by the Agency as a reserve until the next ROPS Period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171 of the Dissolution Act, that are necessary to provide for the payment of principal of, premium, if any, and the interest under the Indenture when the next property tax allocation is projected to be insufficient to pay all obligations due under the Indenture for the next payment due in the following ROPS Period. The Agency covenants that (i) it will include all amounts presently due and payable to the 2016 Bond Insurer on each Recognized Payment Obligation Schedule ( "ROPS ") submission, (ii) if any amounts payable to the 2016 Bond Insurer are not included on any current ROPS and the Agency is then legally permitted to amend such BOPS, the Agency will amend its current ROPS to include such amounts payable to the 2016 Bond Insurer, and (iii) the Agency will not submit for approval by the Oversight Board or the DOF a ROPS covering multiple ROPS Periods or any Last and Final Recognized Obligation Payment Schedule as provided in the Dissolution Law without the prior consent of the 2016 Bond Insurer. Section 6.13 Negative Pledge. The Agency may not create or allow to exist any liens on Tax Revenues senior to (except as provided in the indenture securing the Senior Bonds) or on a parity with the Series 2016 Bonds except as provided in Article IV hereof. The Agency shall 39 3 -57