Common use of Bank Bonds Clause in Contracts

Bank Bonds. (a) Any Bonds purchased with proceeds of a Purchase Drawing which is not reimbursed on the date of such drawing shall be Bank Bonds until such Purchase Drawing is reimbursed. (b) Bank Bonds shall be (i) registered on such books in the name of the Bank (or its nominee or designee) or (ii) if the Bonds are then registered under a book-entry-only system with the Securities Depository, delivered by transfer of such Bonds to an account specified from time to time by the Bank that the Bank (or its nominee or designee) maintains at the Securities Depository. (c) Notwithstanding any other provision of this Agreement or the Indenture, the Paying Agent shall not release Bank Bonds unless the Paying Agent has received written notice from the Bank that the Bank has been paid all amounts owed with respect to the Bank Bonds. The Borrower and the Bank hereby agree that the Bank Bonds are held as independent obligations and as additional security for the payment and performance of the Borrower’s obligations hereunder. (d) The Borrower shall cause the Company to cause the Remarketing Agent to use its best efforts to remarket Bank Bonds at the Sale Price (as defined hereinafter). (e) Prior to 12:00 noon (New York time) on any Business Day on which the Bank holds Bank Bonds, the Remarketing Agent may deliver a written notice (a “Purchase Notice”) to the Paying Agent and the Bank, stating that it has located a purchaser (the “Purchaser”) for some or all of such Bank Bonds in an authorized denomination and that such Purchaser desires to purchase on the Business Day (a “Sale Date”) following the Business Day on which the Bank receives, prior to 12:00 noon New York time, a Purchase Notice at a price equal to the principal amount thereof plus unpaid accrued interest thereon from and including the Purchase Date to but excluding the Sale Date at the interest rate then applicable to the Bonds (the “Sale Price”). (f) The Bank shall cause such Bank Bonds to be sold to a Purchaser on the Sale Date (subject to receipt by it of the funds set forth in this sentence) by causing the delivery of such Bank Bonds to the Paying Agent (or, in the case of Bank Bonds which are held in book entry form, shall cause the beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. New York time on the Sale Date against receipt of the Sale Price therefor in immediately available funds at the Bank’s address listed in the Bond Register or such other address as specified by the Bank, and upon receipt of the Sale Price together with payment by the Borrower to the Bank of the Differential Interest Amount and any Excess Interest Amount in respect of the Principal Drawing being repaid, such Bonds shall thereupon no longer be considered Bank Bonds. When Bank Bonds are sold in accordance with this Section 2.03(f), the Paying Agent shall, upon receipt of such Bank Bonds and upon receipt by the Bank of the Sale Price and the Differential Interest Amount and any Excess Interest Amount, notify the Borrower and the Trustee that such Bonds are no longer Bank Bonds. Any sale of a Bank Bond pursuant to this Section 2.03 shall be without recourse to the seller and without representation or warranty of any kind. (g) In the event of any such sale (i) if the Bank Bonds are not then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) such Bank Bonds duly endorsed in blank for transfer, or (ii) if the Bank Bonds are then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) in accordance with Section 2.03(b) such Bank Bonds through the facilities of such Securities Depository. (h) If an Event of Default shall have occurred, the Bank may, without notice, exercise all rights, privileges or options under this Agreement upon such terms and conditions as it may determine, all without liability. The Borrower shall be liable for the deficiency if the proceeds of any sale or other disposition of the Bank Bonds are insufficient to pay all amounts to which the Bank is entitled.

Bank Bonds. (a) Any Bonds purchased with proceeds of a Purchase Drawing which is not reimbursed on the date of such drawing shall be Bank Bonds until such Purchase Drawing is reimbursed. (b) Bank Bonds shall be (i) registered on such books in the name of the Bank (or its nominee or designee) or (ii) if the Bonds are then registered under a book-entry-only book‑entry‑only system with the Securities Depository, delivered by transfer of such Bonds to an account specified from time to time by the Bank that the Bank (or its nominee or designee) maintains at the Securities Depository. (c) Notwithstanding any other provision of this Agreement or the Indenture, the Paying Agent shall not release Bank Bonds unless the Paying Agent has received written notice from the Bank that the Bank has been paid all amounts owed with respect to the Bank Bonds. The Borrower and the Bank hereby agree that the Bank Bonds are held as independent obligations and as additional security for the payment and performance of the Borrower’s obligations hereunder. (d) The Borrower shall cause the Company to cause the Remarketing Agent to use its best efforts to remarket Bank Bonds at the Sale Price (as defined hereinafter). (e) Prior to 12:00 noon (New York time) on any Business Day on which the Bank holds Bank Bonds, the Remarketing Agent may deliver a written notice (a “Purchase Notice”) to the Paying Agent and the Bank, stating that it has located a purchaser (the “Purchaser”) for some or all of such Bank Bonds in an authorized denomination and that such Purchaser desires to purchase on the Business Day (a “Sale Date”) following the Business Day on which the Bank receives, prior to 12:00 noon New York time, a Purchase Notice at a price equal to the principal amount thereof plus unpaid accrued interest thereon from and including the Purchase Date to but excluding the Sale Date at the interest rate then applicable to the Bonds (the “Sale Price”). (f) The Bank shall cause such Bank Bonds to be sold to a Purchaser on the Sale Date (subject to receipt by it of the funds set forth in this sentence) by causing the delivery of such Bank Bonds to the Paying Agent (or, in the case of Bank Bonds which are held in book entry form, shall cause the beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. New York time on the Sale Date against receipt of the Sale Price therefor in immediately available funds at the Bank’s address listed in the Bond Register or such other address as specified by the Bank, and upon receipt of the Sale Price together with payment by the Borrower to the Bank of the Differential Interest Amount and any Excess Interest Amount in respect of the Principal Drawing being repaid, such Bonds shall thereupon no longer be considered Bank Bonds. When Bank Bonds are sold in accordance with this Section 2.03(f), the Paying Agent shall, upon receipt of such Bank Bonds and upon receipt by the Bank of the Sale Price and the Differential Interest Amount and any Excess Interest Amount, notify the Borrower and the Trustee that such Bonds are no longer Bank Bonds. Any sale of a Bank Bond pursuant to this Section 2.03 shall be without recourse to the seller and without representation or warranty of any kind. (g) In the event of any such sale (i) if the Bank Bonds are not then registered under a book-entry-only book‑entry‑only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) such Bank Bonds duly endorsed in blank for transfer, or (ii) if the Bank Bonds are then registered under a book-entry-only book‑entry‑only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) in accordance with Section 2.03(b) such Bank Bonds through the facilities of such Securities Depository. (h) If an Event of Default shall have occurred, the Bank may, without notice, exercise all rights, privileges or options under this Agreement upon such terms and conditions as it may determine, all without liability. The Borrower shall be liable for the deficiency if the proceeds of any sale or other disposition of the Bank Bonds are insufficient to pay all amounts to which the Bank is entitled.

Bank Bonds. Any Bonds purchased by the GSEs pursuant to Section 3.1 hereof shall thereupon constitute Bank Bonds and have all of the characteristics of Bank Bonds as set forth herein and in the Indenture. All Bank Bonds shall bear interest at the Bank Rate as described below: (a) Any Subject to the provisions of Section 3.2(c) hereof, all Bank Bonds purchased with proceeds shall bear interest at the Bank Rate; provided, however, at no time shall Bank Bonds bear interest in excess of the Maximum Rate. In the event that Bank Bonds would bear interest at a Purchase Drawing which rate in excess of the Maximum Rate for any period, the GSEs shall receive interest on account of such Bank Bonds only at the Maximum Rate for such period (the difference between the interest payable to the GSEs if such Bank Bonds had continuously borne interest at the Bank Rate, and the interest actually paid to the GSEs at the Maximum Rate is not reimbursed on hereinafter referred to as the “Excess Bank Bond Interest”). Notwithstanding any subsequent reduction in the Bank Rate, such Bank Bonds shall bear interest, from and after the date on which any Excess Bank Bond Interest is accrued, at the Maximum Rate until the earlier of (i) the date on which the interest paid to the GSEs on such Bank Bonds in excess of the Bank Rate, equals such Excess Bank Bond Interest and (ii) the date such Bank Bonds are redeemed or remarketed pursuant to the Indenture. The Issuer shall pay to the GSEs or the Bank Bondholder, as applicable, accrued interest, including any accrued but unpaid Excess Bank Bond Interest, on such Bank Bonds on each Interest Payment Date. On the first Business Day of each week, and otherwise upon the request of the Issuer, while any Excess Bank Bond Interest is outstanding the GSEs shall notify the Issuer of the amount of such drawing accrued but unpaid Excess Bank Bond Interest; provided, however, the failure to so notify the Issuer shall be not effect the accrual of or the obligation of the Issuer to pay the Excess Bank Bonds until such Purchase Drawing is reimbursedBond Interest. (b) Notwithstanding anything herein or in the Indenture to the contrary, all amounts owed to the GSEs with respect to Bank Bonds shall be (i) registered become immediately due and payable on the Payment Due Date if not repaid or otherwise declared due and payable prior to such books date in accordance with the name terms of the Bank (Indenture or its nominee or designee) or (ii) if the Bonds are then registered under a book-entry-only system with the Securities Depository, delivered by transfer of such Bonds to an account specified from time to time by the Bank that the Bank (or its nominee or designee) maintains at the Securities Depository.this Agreement. 9 (c) Notwithstanding The Issuer agrees to pay to the GSEs, on demand, interest at the Default Rate on any other provision of and all amounts owed by the Issuer under this Agreement or the Indenture, the Paying Agent shall not release Bank Bonds unless the Paying Agent has received written notice from the Bank that the Bank has been paid all amounts owed with respect to the Bank Bonds. The Borrower and the Bank hereby agree that under the Bank Bonds are held as independent obligations from and as additional security for after the payment and performance occurrence of the Borrower’s obligations hereunderan Event of Default. (d) The Borrower shall cause the Company to cause the Remarketing Agent to use its best efforts to remarket Interest on Bank Bonds at the Sale Price (as defined hereinafter). (e) Prior to 12:00 noon (New York time) on any Business Day on which the Bank holds Bank Bonds, the Remarketing Agent may deliver a written notice (a “Purchase Notice”) to the Paying Agent and the Bank, stating that it has located a purchaser (the “Purchaser”) for some or all of such Bank Bonds in an authorized denomination and that such Purchaser desires to purchase shall be calculated on the Business Day (a “Sale Date”) following the Business Day on which the Bank receives, prior to 12:00 noon New York time, a Purchase Notice at a price equal to the principal amount thereof plus unpaid accrued interest thereon from and including the Purchase Date to but excluding the Sale Date at the interest rate then applicable to the Bonds (the “Sale Price”). (f) The Bank shall cause such Bank Bonds to be sold to a Purchaser on the Sale Date (subject to receipt by it basis of the funds set forth in this sentence) by causing the delivery actual number of such Bank Bonds to the Paying Agent (ordays elapsed and a 365- or 366-day year, in as the case of Bank Bonds which are held in book entry form, shall cause the beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. New York time on the Sale Date against receipt of the Sale Price therefor in immediately available funds at the Bank’s address listed in the Bond Register or such other address as specified by the Bank, and upon receipt of the Sale Price together with payment by the Borrower to the Bank of the Differential Interest Amount and any Excess Interest Amount in respect of the Principal Drawing being repaid, such Bonds shall thereupon no longer be considered Bank Bonds. When Bank Bonds are sold in accordance with this Section 2.03(f), the Paying Agent shall, upon receipt of such Bank Bonds and upon receipt by the Bank of the Sale Price and the Differential Interest Amount and any Excess Interest Amount, notify the Borrower and the Trustee that such Bonds are no longer Bank Bonds. Any sale of a Bank Bond pursuant to this Section 2.03 shall be without recourse to the seller and without representation or warranty of any kindmay be. (g) In the event of any such sale (i) if the Bank Bonds are not then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) such Bank Bonds duly endorsed in blank for transfer, or (ii) if the Bank Bonds are then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) in accordance with Section 2.03(b) such Bank Bonds through the facilities of such Securities Depository. (h) If an Event of Default shall have occurred, the Bank may, without notice, exercise all rights, privileges or options under this Agreement upon such terms and conditions as it may determine, all without liability. The Borrower shall be liable for the deficiency if the proceeds of any sale or other disposition of the Bank Bonds are insufficient to pay all amounts to which the Bank is entitled.

Bank Bonds. (a) Any Bonds purchased with proceeds of a Purchase Drawing which is not reimbursed on Upon honoring any Liquidity Drawing, the date of such drawing Bank shall be deemed to have purchased the unremarketed tendered Bonds (the “Bank Bonds”) in respect of which such Liquidity Drawing is made, and the City shall cause the Fiscal Agent to hold such Bank Bonds until for the benefit of, and in trust for, the Bank, and register such Purchase Drawing is reimbursed. (b) Bank Bonds shall be (i) registered on such books in the name of the Bank (Bank, or its nominee nominee, pursuant to Section 3 of the Agreement Relating to Bonds or designee) or (ii) if the to otherwise deliver such Bank Bonds are then registered under a book-entry-only system with the Securities Depository, delivered by transfer of such Bonds to an account specified from time to time as directed by the Bank pursuant to the Bond Authorization. During such time as the Bank is the owner of any Bonds, in addition to the rights of the Bank under this Reimbursement Agreement, the Bank shall have all the rights granted to a Bondholder under the 1998 Ordinance, the Act, the Bonds and under the Bond Authorization and such additional rights as may be granted to the Bank hereunder. To the extent that the Bank (actually receives payment in respect to principal of or its nominee or designee) maintains at interest on any Bank Bond held by the Securities Depository. (c) Notwithstanding any other provision of this Agreement or the IndentureBank, the Paying Agent Liquidity Advance made in connection with the purchase of such Bank Bond shall not release be deemed to have been reduced pro tanto, with the Bank crediting any payment on such Bank Bond received by the Bank, first to the payment of any outstanding interest accrued on the related Liquidity Advance, and second to the payment of the principal of such Liquidity Advance. Any such payment or prepayment to be applied to principal of Liquidity Advances hereunder shall be applied to the prepayment of related Liquidity Advances in chronological order of their issuance hereunder, and within each Liquidity Advance in inverse order of the principal installments payable thereon. Following the occurrence and during the continuance of an Event of Default, any payments received by the Bank hereunder shall be applied by the Bank to the payment of the Obligations in such order as the Bank shall determine. Any principal of, premium on and interest on Bank Bonds unless which becomes due and payable shall be paid to the Paying Agent has received written notice from the Bank that the Bank has been Bank. All sums of money so paid all amounts owed with respect to the Bank Bonds. The Borrower and the Bank hereby agree that the in respect of Bank Bonds are held as independent obligations and as additional security for shall be credited against the payment and performance obligation of the Borrower’s obligations hereunder. (d) The Borrower shall cause the Company City to cause the Remarketing Agent to use its best efforts to remarket Bank Bonds at the Sale Price (as defined hereinafter). (e) Prior to 12:00 noon (New York time) on any Business Day on which the Bank holds Bank Bonds, the Remarketing Agent may deliver a written notice (a “Purchase Notice”) to the Paying Agent and reimburse the Bank, stating that it has located with interest, under Section 2.2 for the amount drawn with a purchaser (Liquidity Drawing to fund the “Purchaser”) for some or all purchase of such Bank Bonds in an authorized denomination and that such Purchaser desires pursuant to purchase on the Business Day (a “Sale Date”) following the Business Day on which Bond Authorization. Bank Bonds shall bear interest at the Bank receives, prior to 12:00 noon New York time, a Purchase Notice at a price equal to the principal amount thereof plus unpaid accrued interest thereon from Rate and including the Purchase Date to but excluding the Sale Date shall be payable at the interest rate then applicable to the Bonds (the “Sale Price”). (f) The Bank times, and principal thereon shall cause such Bank Bonds to be sold to a Purchaser on the Sale Date (subject to receipt by it of the funds payable, as set forth in this sentence) by causing the delivery of such Bank Bonds to the Paying Agent (or, in the case of Bank Bonds which are held in book entry form, shall cause the beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. New York time on the Sale Date against receipt of the Sale Price therefor in immediately available funds at the Bank’s address listed in the Bond Register or such other address as specified by the Bank, and upon receipt of the Sale Price together with payment by the Borrower to the Bank of the Differential Interest Amount and any Excess Interest Amount in respect of the Principal Drawing being repaid, such Bonds shall thereupon no longer be considered Bank Bonds. When Bank Bonds are sold in accordance with this Section 2.03(f), the Paying Agent shall, upon receipt of such Bank Bonds and upon receipt by the Bank of the Sale Price and the Differential Interest Amount and any Excess Interest Amount, notify the Borrower and the Trustee that such Bonds are no longer Bank Bonds. Any sale of a Bank Bond pursuant to this Section 2.03 shall be without recourse to the seller and without representation or warranty of any kindcorresponding Term Loan. (g) In the event of any such sale (i) if the Bank Bonds are not then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) such Bank Bonds duly endorsed in blank for transfer, or (ii) if the Bank Bonds are then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) in accordance with Section 2.03(b) such Bank Bonds through the facilities of such Securities Depository. (h) If an Event of Default shall have occurred, the Bank may, without notice, exercise all rights, privileges or options under this Agreement upon such terms and conditions as it may determine, all without liability. The Borrower shall be liable for the deficiency if the proceeds of any sale or other disposition of the Bank Bonds are insufficient to pay all amounts to which the Bank is entitled.

Bank Bonds. (a) Any Bonds purchased with proceeds of a Purchase Drawing which is not reimbursed on the date of such drawing The City’s obligations to repay each Liquidity Advance, Default Advance and Term Loan and to pay interest thereon as herein provided shall be evidenced and secured by the Bank Bonds until such Purchase Drawing is reimbursedBonds. (bi) Upon the Bank’s honoring any Liquidity Drawing, the Bank shall purchase the Bank Bonds in respect of which such Liquidity Drawing is made, and the City shall be (i) registered on cause the Trustee to hold such books Bank Bonds for the benefit of the Bank and register such Bank Bonds in the name of the Bank (or its nominee nominee, or designee) to otherwise deliver such Bank Bonds as directed by the Bank pursuant to the Custody Agreement, which Bank Bonds may also be held in book-entry form as described in the Custody Agreement. During such time as the Bank is the owner of any Bonds, the Bank shall have all the rights granted to an owner of the Bonds under the Indenture and such additional rights as may be granted to the Bank hereunder. The payment of the principal of and interest on the Bank Bonds shall constitute payment of the principal of and interest on the Liquidity Advance, Default Advance or Term Loan and the payment of the principal of and interest on the Liquidity Advance, Default Advance or Term Loan shall constitute the payment of and principal and interest on the Bank Bonds and the failure to make any payment on any Liquidity Advance, Default Advance or Term Loan when due shall be a failure to make a payment on the Bank Bonds and the failure to make any payment on the Bank Bonds when due shall be a failure to make a payment on the Liquidity Advance, Default Advance or Term Loan. To the extent that the Bank actually receives payment in respect of any Bank Bond held by the Bank, the Liquidity Advance, Default Advance or Term Loan, as applicable, made in connection with the purchase of such Bank Bond shall be deemed to have been reduced pro tanto, with the Bank crediting any payment on such Bank Bond received, first, to the payment of any outstanding interest accrued on the related Liquidity Advance, Default Advance or Term Loan, as applicable, and, second, to the payment of the principal of such Liquidity Advance, Default Advance or Term Loan, as applicable. Any such payment or prepayment to be applied to principal of outstanding Liquidity Advance or Term Loan, as applicable, hereunder shall be applied to the prepayment of such Liquidity Advance or Term Loan, as applicable, in chronological order of their issuance hereunder and within each Liquidity Advance or Term Loan, as applicable, in inverse order of the principal payments payable thereon. With respect to Default Advances any payments received by the Bank hereunder or under the Bank Bonds shall be applied by the Bank to the payment of the Obligations in such order as the Bank shall in its sole discretion determine. (ii) if Bank Bonds shall bear interest at the Bonds are then registered under a book-entry-only system with the Securities Depository, delivered by transfer of such Bonds to an account specified Advance Rate from time to time in effect and shall be mandatorily redeemed on each Quarterly Payment Date and in the principal amounts equal to each Quarterly Payment Date payable by the City pursuant to Section 2.6(a) hereof, and each such payment made to redeem Bank Bonds which is received by the Bank that the Bank (or its nominee or designee) maintains at the Securities Depository. (c) Notwithstanding any other provision of this Agreement or the Indentureshall be deemed to satisfy, on a dollar for dollar basis, the Paying Agent shall not release Bank Bonds unless aggregate principal payment due on the Paying Agent has received written notice from the Bank that the Bank has been paid all amounts owed with respect to the Bank Bonds. The Borrower and the Bank hereby agree that the Bank Bonds are held as independent obligations and as additional security for the payment and performance of the Borrower’s obligations hereunder. (d) The Borrower shall cause the Company to cause the Remarketing Agent to use its best efforts to remarket Bank Bonds at the Sale Price (as defined hereinafter). (e) Prior to 12:00 noon (New York time) on any Business Day on which the Bank holds Bank Bonds, the Remarketing Agent may deliver a written notice (a “Purchase Notice”) to the Paying Agent and the Bank, stating that it has located a purchaser (the “Purchaser”) for some or all date of such Bank Bonds in an authorized denomination and that such Purchaser desires to purchase on the Business Day (a “Sale Date”) following the Business Day on which the Bank receives, prior to 12:00 noon New York time, a Purchase Notice at a price equal to the principal amount thereof plus unpaid accrued interest thereon from and including the Purchase Date to but excluding the Sale Date at the interest rate then applicable to the Bonds (the “Sale Price”)payment. (f) The Bank shall cause such Bank Bonds to be sold to a Purchaser on the Sale Date (subject to receipt by it of the funds set forth in this sentence) by causing the delivery of such Bank Bonds to the Paying Agent (or, in the case of Bank Bonds which are held in book entry form, shall cause the beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. New York time on the Sale Date against receipt of the Sale Price therefor in immediately available funds at the Bank’s address listed in the Bond Register or such other address as specified by the Bank, and upon receipt of the Sale Price together with payment by the Borrower to the Bank of the Differential Interest Amount and any Excess Interest Amount in respect of the Principal Drawing being repaid, such Bonds shall thereupon no longer be considered Bank Bonds. When Bank Bonds are sold in accordance with this Section 2.03(f), the Paying Agent shall, upon receipt of such Bank Bonds and upon receipt by the Bank of the Sale Price and the Differential Interest Amount and any Excess Interest Amount, notify the Borrower and the Trustee that such Bonds are no longer Bank Bonds. Any sale of a Bank Bond pursuant to this Section 2.03 shall be without recourse to the seller and without representation or warranty of any kind. (g) In the event of any such sale (i) if the Bank Bonds are not then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) such Bank Bonds duly endorsed in blank for transfer, or (ii) if the Bank Bonds are then registered under a book-entry-only system with the Securities Depository, the Bank shall deliver (or cause to be delivered) in accordance with Section 2.03(b) such Bank Bonds through the facilities of such Securities Depository. (h) If an Event of Default shall have occurred, the Bank may, without notice, exercise all rights, privileges or options under this Agreement upon such terms and conditions as it may determine, all without liability. The Borrower shall be liable for the deficiency if the proceeds of any sale or other disposition of the Bank Bonds are insufficient to pay all amounts to which the Bank is entitled.