SA 3 - RESO - TAX ALLOCATION BONDS

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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 2016 Bond Insurer (i) a sum equal to the total of all amounts paid by the 2016 Bond Insurer under the 2016 Bond Instuance Policy (the "Insurer Advances "); and (ii) interest on such Insurer Advances from the date paid by the 2016 Bond Insurer until payment thereof in full, payable to the 2016 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 3.00 %, and (ii) the then applicable highest rate of interest on the Insured Series 2016 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 2016 Bonds, payable solely 8•orn 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 2016 Bond Insurer. The 2016 Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Insured Series 2016 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2016 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 2016 Bond Insurer under the Related Documents shall survive discharge or termination of such Related Documents. The Agency shall pay or reimburse the 2016 Bond Insurer any and all charges, fees, costs and expenses that the 2016 Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the purstut of any remedies under the Indenture or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Indenture or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Indenture or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the 2016 Bond Insurer to honor its obligations under the 2016 Bond Insurance Policy. 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. After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Agency or rebate only after the payment of past due and current debt service on the Insured Series 2016 Bonds and amounts required to restore the Reserve Account to the Reserve Account Requirement. 11 3 -78