SA 3 - RESO - TAX ALLOCATION BONDS

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The 2016 Bond Insurer shall be entitled to pay principal or interest on the Insured Series 2016 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the 2016 Bond Insurance Policy) and any amounts due on the Insured Series 2016 Bonds as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or not the 2016 Bond Insurer has received a Notice of Nonpayment (as such terms are defined in the 2016 Bond Insurance Policy) or a claim upon the 2016 Bond Insurance Policy. The rights granted to the 2016 Bond Insurer under the Indenture or any other Related Document to request, consent to or direct any action are rights granted to the 2016 Bond Insurer in consideration of its issuance of the 2016 Bond Insurance Policy. Any exercise by the 2016 Bond Insurer of such rights is merely an exercise of the 2016 Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does not evidence any position of the 2016 Bond Insurer, affirmative or negative, as to whether the consent of the Bondowners or any other person is required in addition to the consent of the 2016 Bond Insurer. Amounts paid by the 2016 Bond Insurer under the 2016.Bond Insurance Policy shall not be deemed paid for purposes of the Indenture and the Insured Series 2016 Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Agency in accordance with the Indenture. The Indenture shall not be discharged unless all amounts due or to become due to the 2016 Bond Insurer have been paid in full or duly provided for. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Indenture would adversely affect the security for the Insured Series 2016 Bonds or the rights of the Owners, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no 2016 Bond Insurance Policy. The 2016 Bond Insurer shall be deemed to be the sole holder of the Insured Series 2016 Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of the Indenture and each Insured Series 2016 Bond, the Trustee (solely with respect to the Insured Series 2016 Bonds) and each holder of an Insured Series 2016 Bond appoint the 2016 Bond Insurer as their agent and attorney -in -fact and agree that the 2016 Bond Insurer may at any time daring the continuation of any proceeding by or against the Agency under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding ") direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a "Claim "), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Insured Series 2016 Bonds) and each holder of an Insured Series 2016 Bond delegate and assign to the 2016 Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each holder of an Insured Series 2016 Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary 61 3 -79