Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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Ouutanding Bonds secured by the Reserve Fund. Any Series of IIonds secured by the Reserve Fund shall not have the benefit of any Parity Reserve Fund. Notwithstanding any provision hereof to the contrary, all or any portion of the Reserve Fund Requirement may (following written notification to Moody's if Moody's is then rating the 8onds and to S&P if S&P is then ratin6 the Bonds) be satisfied by the provision of a policy of insurence, a surety bond, a letter af credit or other comparable credit facility, or a combination thereof, which, together with money on deposit in the Reserve Fund, provide an aggre�ate amount equal to the Reserve Fund Requirement,so long as(i)the provider of any such policy of insurance, surety bond, letter of credit or other comparable credit facility is rated,at all times ihat such credit facili�y is in effect, in one of the two highest rating categories by Moody's and by S&P, (ii)the Trustee has received an opinion of cou��sel of recognized standing in the field of law relating to municipal bonds substantially to the effeci that such substitution is authorized or permitted under this Indenture and wilf not adversely affect the exclusion from gross income of interest on the Bonds For federal income tax purposes, {iii)the Trustee has received written confirmation from Moody's (if Moody's is then rating any Series of the Bonds) and S&P (if S&P is then rating any Series of the Bonds) that such substitution will not cause a iowering or withdrawal of any ot their ratings on the Bonds,and (iv)the Trustee has received an opinion of counsel to the effect that the credit facility to be substituted is a valid,binding and le�ally enforceable ob)igation, ln the evcnt that any portion of the Reserve Fund Requiremeni is satisfied by the provision of such � policy of insurance, surety bond, Ietter of credit or other comparable credit facility, or a combination thereof, the amount of moncy then in the Rescrve Fund equal to the portion of the Reserve Fund Requirement then being satisf ied by such credit facitity shall (upon receipt of a Written Request of the Port)be withdrawn by the Trustee from the Reserve Fund and t��ansferred to the Port. Therc may be established for each Series of Bonds a separate debt service reserve Fund with the Trustee,with such fund to be designated for the Series of Bonds for which it is establishedand to be known as the"Port of Redwood City Series Parity Bond Reserve Fund;' all of which funds shall col lectively be known as the"Parity Reserve Funds." Upon the initial issuance and delivery of a Scries of the Bonds tor which a Parity Reserve Fund is established, such Parity Reserve Fund shall be funded in an amount specified in the applicable Supplemental Indenture. All money in(or available to)a Parity Reserve Fund shall be used and withdcawn by the Trustee solely at the time and for the purpose set forth in the applicable Supplemental Indenture. Any Series of Bonds secured by a Parity Reserve Fund shall not have the benefit of the Reserve Fund. On or before June I and December 1 of each year, the Port shall transfer, without priority and on an equal basis, (i)to thc Trustee, for deposit into the Reserve Fund, the amount necessary to increase the amount on deposit in the Reserve Fund to the Rcservc Fund Requirement, (ii)to the 'Trustee, for deposit into the Parity Reserve Funds, the arnounts necessary to increase the amount on deposit in each Parity Reserve Fund to the amount specified in each applicable Supplemental lndenture, and (iii)to the obligees with respect to Contracts and Aarity Repayment Obligations,the amo�nts necessary to replenish any debt scrvice reserve fund created pursuant to such Contracts and Pariiy Repayment Obligations;provided,however,that if there has been a draw upon any policy of insurance,surety bond,letter of credit or other comparable credit facility u5ed to provide - all or a portion of the Reserve Fund Requirement,or the funding requirement for any Parity Reserve Fund or for any deht service reserve fund cceated pursuant to Conuacts or Parity Repayment Obligations,thcn the transfers described abovc mey be paid to the provider of such instn�ment to the {209A.9�22931.0005 2g