AgdaPkt 2013-05-20 Closed Cancelled and Special

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Atta 7.A. - Page 36 calculation and the final maturity of the Bonds, or (iii) 125% of average annual Debt Service payable under the Indenture. In the event the 2007 Bonds and the 2006 Bonds are no longer outstanding under the terms of the 2007 Indenture and the 2006 Indenture, or the 2007 Indenture, the 2006 Indenture, the 2007 Installment Purchase Contract and the 2006 Installment Purchase Contract are amended to delete the requirement of a reserve fund for the 2007 Bonds and the 2006 Bonds,the Reserve Fund may be terminated in the sole discretion of the Authority, such determination evidenced in Certificate of the Authority filed with the City and the Trustee. In such event, amounts on deposit in the Reserve Fund may be transferred to the Redemption Account to redeem Bonds, or may be used for any other lawful purpose which, in the opinion of Bond Counsel delivered to the Authority and the Trustee, would not cause interest on the Bonds to become includable in gross income for federal income tax purposes, all as set forth in a Certificate of the Authority. Application of Reserve Fund. If, two Business Days prior to any Interest Payment Date, the money in the Payment Fund does not equal the amount required to be paid to the Bond Owners on such Interest Payment Date,the Trustee shall transfer from the Reserve Fund to the Payment Fund the amount of such insufficiency to make delinquent Installment Payments on behalf of the City. If the Reserve Fund is funded with a letter of credit, surety bond, insurance policy or other comparable credit facility as described below, the Trustee shall take such action as is necessary to either (i) make a drawing under the letter of credit or (ii) make a claim under the surety bond or insurance policy, respectively, so that the amount of such insufficiency is paid or available to the Trustee on such Interest Payment Date under the terms of such instrument. Upon receipt of any delinquent Installment Payment or portion thereof with respect to which moneys have been advanced from the Reserve Fund, such Installment Payment or portion thereof shall be deposited in the Reserve Fund to the extent of such advance. Transfer of Excess Amounts. If, following valuation or calculation thereof, the amount available and contained in the Reserve Fund (valued as provided in the Indenture) exceeds the Reserve Requirement and if the Trustee does not have actual knowledge of an Event of Default under the Indenture, the Trustee shall withdraw the amount of such excess from the Reserve Fund. The Trustee shall deposit such amount in the Payment Fund. Substitution of Reserve Fund Credit Instrument. If at any time the Reserve Fund is funded with cash, the Authority may deliver to the Trustee an irrevocable letter of credit issued by a financial institution having unsecured debt obligations rated in the highest rating categories of Moody's and S&P, in an amount, together with moneys, or surety bonds or insurance policies (as described below) on deposit in the Reserve Fund,equal to the Reserve Requirement. Such letter of credit shall have an original term of no less than three (3) years or, if less, the final maturity of the Bonds and such letter of credit shall provide by its terms that it may be drawn upon as provided herein. At least one year prior to the stated expiration of such letter of credit, the Authority shall either (i) deliver a replacement letter of credit, (ii) deliver an extension of the letter of credit for at least an additional year or, if less, the final maturity of the Bonds, or (iii) deliver to the Trustee a surety bond or an insurance policy satisfying the requirements set forth below. Upon delivery of such replacement letter of credit, extended letter of credit, or surety bond or insurance policy, the Trustee shall deliver the then-effective letter of credit to or upon the written order of the Authority. If the Authority shall fail to deposit a replacement letter of credit, extended letter of credit or surety bond or insurance policy with the Trustee, the Authority shall immediately commence to make monthly deposits with the Trustee so that an amount equal to the Reserve Requirement will be on deposit in the Reserve Fund no later than the stated expiration date of -13-