Common use of Debt Service Reserve Fund Clause in Contracts

Debt Service Reserve Fund. Unless a Qualified Reserve Fund Substitute shall be in effect, the District shall reimburse the 2011 Trust Agreement Debt Service Reserve Fund for any loss resulting from a decline in the value of Investment Obligations in which money held for the credit of the 2011 Trust Agreement Debt Service Reserve Fund is invested if on any date of valuation the amount on deposit in the 2011 Trust Agreement Debt Service Reserve Fund is less than the 2011 Trust Agreement Debt Service Reserve Fund Requirement. Such reimbursement shall be made by depositing in the 2011 Trust Agreement Debt Service Reserve Fund on a monthly basis an amount equal to one- sixth (1/6) of such loss commencing in the month following a valuation made in accordance with Section 603 hereof in which such a loss is computed. The District Representative shall give to the Trustee written directions respecting the investment of any money required to be invested hereunder, subject, however, to the provisions of this Article, and the Trustee shall then invest such money under this Section 602 as so directed by the District Representative. The Trustee may request, in writing, direction or authorization of the District Representative with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the District Representative will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. The Trustee may conclusively rely upon the District’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, to the extent such ratings affect the permissibility of a proposed investment for purposes of this Trust Agreement, shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Notwithstanding anything that may be to the contrary herein, in the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee shall not be liable for any losses from any investments directed under this Trust Agreement. Investment Obligations acquired with money and credited to any fund or account established under this Trust Agreement shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall sell at the best price attainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide money to make any payment or transfer of money from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. Whenever a payment or transfer of money between two (2) or more of the funds or accounts established pursuant to Article V of this Trust Agreement is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article VI, provided that the Investment Obligations transferred are those in which money of the receiving fund or account could be invested at the date of such transfer.

Debt Service Reserve Fund. Unless The Issuer hereby establishes with the Bond Trustee and agrees to maintain so long as any of the Series 2007A Bonds are Outstanding, a Qualified Reserve Fund Substitute shall separate account to be in effect, known as the District shall reimburse the 2011 Trust Agreement “Series 2007A Debt Service Reserve Fund for any loss resulting from a decline in – Heartland Grain Fuels, L.P. Ethanol Plant Project.” (the value of Investment Obligations in which money held for “Debt Service Reserve Fund”). An initial deposit to the credit of the 2011 Trust Agreement Debt Service Reserve Fund is invested if on any date to be made under the provisions of valuation Section 3.1(b) hereof. The Debt Service Reserve Fund shall be maintained in an amount equal to the amount Debt Service Reserve Requirement. Funds on deposit in the 2011 Trust Debt Service Reserve Fund shall be used to make up any deficiencies in the Interest Fund and Bond Sinking Fund (in the order listed). The amount of any deficiency created pursuant to such use of said funds shall be restored to the Debt Service Reserve Fund from loan repayments to be made by the Borrower in not more than 4 consecutive substantially equal quarterly installments (the first such installment to be made on the Quarterly Payment Date following the month in which such deficiency is created) as provided in Article IV of the Loan Agreement. On the first business day of January, 2008, and on the first business day of each January thereafter (each a “Valuation Date”), while any Series 2007A Bonds are Outstanding, the Trustee shall determine the aggregate value on such date of the Authorized Investments then held in the Debt Service Reserve Fund on the basis of the lower of cost or market value plus accrued interest. If such value, together with any cash then held in said Fund, is less than the Debt Service Reserve Requirement, the Trustee shall immediately notify the Issuer and the Borrower of the amount of such deficiency, and subject to the express terms of the Accounts Agreement and the Intercreditor Agreement, the Borrower shall restore the amount of said deficiency to the Debt Service Reserve Fund from loan repayments to be made by the Borrower not later than one month after the date of such valuation in one monthly deposit pursuant to Article IV of the Loan Agreement. If the value of the securities on deposit in the Debt Service Reserve Fund on any Valuation Date, together with any cash then held therein, exceeds such requirement, such excess shall be transferred to the Bond Sinking Fund at the direction of the Borrower but, in any event, not less than annually. No deficiency shall be deemed to have occurred within the meaning of this paragraph if moneys have been transferred to the Bond Sinking Fund from the Debt Service Reserve Fund and the Borrower is repaying the same pursuant to the provisions of the second paragraph of this Section 4.5. In lieu of the deposit of moneys in the Debt Service Reserve Fund, the Issuer, at the direction of the Borrower, may cause to be so credited a surety bond, an insurance policy or a letter of credit payable to the Issuer for the benefit of the owners of the Series 2007A Bonds in an amount equal to the Debt Service Reserve Requirement or the difference between the Debt Service Reserve Requirement and the amounts then on deposit in the Debt Service Reserve Fund with respect to the Series 2007A Bonds. The surety bond, insurance policy or letter of credit shall be payable (upon the giving of notice as required thereunder) on any date on which moneys will be required to be withdrawn from the Debt Service Reserve Fund and applied to the payment of the principal of or interest on the Series 2007A Bonds and such withdrawals cannot be made by amounts credited to the Debt Service Reserve Fund. The insurer providing such surety bond or insurance policy shall be an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in the highest rating category by either Standard & Poor’s Rating Services, a Division of The McGraw Hill Companies (“S&P”), or Xxxxx’x Investors Service, Inc. (“Moody’s”), or their successors, or any insurer who holds the highest policyholder ratings accorded insurers by A. M. Best & Co. or any comparable service. The letter of credit issuer shall be a bank or trust company which is rated not lower than the highest rating category by S&P and Moody’s, or their successors, and the letter of credit itself shall be rated in the highest category of either such rating agency. If a disbursement is made pursuant to a surety bond, an insurance policy or a letter of credit provided pursuant to this paragraph, the Borrower shall be obligated either (i) to reinstate the maximum limits of such surety bond, insurance policy or letter of credit or (ii) to deposit funds into the Debt Service Reserve Fund in accordance with the first paragraph of this Section 4.5, or a combination of such alternatives, as shall result in the amount credited to the Debt Service Reserve Fund equaling the Debt Service Reserve Requirement for the Series 2007A Bonds. If the issuer of a surety bond, insurance policy or letter of credit on deposit in the Debt Service Reserve Fund shall cease to have a rating described in the immediately preceding paragraph, the Borrower shall use reasonable efforts to replace such surety bond, insurance policy or letter of credit with one issued by an issuer having a rating so described, but shall not be obligated to pay, or commit to pay, increased fees, expenses or interest in connection with such replacement or to make deposits in the Debt Service Reserve Fund in lieu of replacing such surety bond, insurance policy or letter of credit with another, and such surety bond, insurance policy or letter of credit shall fully satisfy the Debt Service Reserve Requirement notwithstanding such decrease in rating. To the extent the Issuer or the Borrower deposits funds in the Debt Service Reserve Fund, other funds on deposit therein may be transferred to the Bond Sinking Fund, so long as the Debt Service Reserve Fund is maintained in an amount which is not less than the 2011 Trust Agreement Debt Service Reserve Fund Requirement. Such reimbursement shall be made by depositing in the 2011 Trust Agreement Debt Service Reserve Fund on a monthly basis an amount equal to one- sixth (1/6) of such loss commencing in the month following a valuation made in accordance with Section 603 hereof in which such a loss is computed. The District Representative shall give to the Trustee written directions respecting the investment of any money required to be invested hereunder, subject, however, to the provisions of this Article, and the Trustee shall then invest such money under this Section 602 as so directed by the District Representative. The Trustee may request, in writing, direction or authorization of the District Representative with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the District Representative will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. The Trustee may conclusively rely upon the District’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, to the extent such ratings affect the permissibility of a proposed investment for purposes of this Trust Agreement, shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Notwithstanding anything that may be to the contrary herein, in the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee shall not be liable for any losses from any investments directed under this Trust Agreement. Investment Obligations acquired with money and credited to any fund or account established under this Trust Agreement shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall sell at the best price attainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide money to make any payment or transfer of money from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. Whenever a payment or transfer of money between two (2) or more of the funds or accounts established pursuant to Article V of this Trust Agreement is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article VI, provided that the Investment Obligations transferred are those in which money of the receiving fund or account could be invested at the date of such transfer.

Debt Service Reserve Fund. Unless a Qualified Reserve Fund Substitute On the date of delivery of the Series 2020 Bonds, funds on hand of the Issuer and Bond proceeds shall be in effect, deposited into the District shall reimburse the 2011 Trust Agreement herein created Debt Service Reserve Fund on deposit with the Issuer. The Issuer shall be responsible for any loss resulting from a decline monitoring and maintaining the Reserve Requirement as set forth below. The initial deposit or the balance accumulated in the value Debt Service Reserve Fund shall equal the maximum annual principal and interest due on the Bonds ($ ) ("Reserve Requirement"). If the initial deposit into the Debt Service Reserve Fund does not equal the Reserve Requirement or if no deposit is made, an amount of Investment Obligations in which money held TIF Revenues shall be credited to the Debt Service Reserve Fund on each January 15 and July 15 (after providing for the credit requirements set forth in Section 4.2 hereof) until the balance therein equals the Reserve Requirement. The semiannual deposits shall be equal in amount and sufficient to accumulate the Reserve Requirement within five (5) years of the 2011 Trust Agreement date of delivery of the Bonds. If, at any time, the balance is less than the Reserve Requirement, the shortfall will be made up from TIF Revenues after making the deposits to the Bond Fund. Moneys deposited and maintained in the Debt Service Reserve Fund shall be applied to the payment of the principal of and interest on the Bonds to the extent that amounts in the Bond Fund are insufficient to pay debt service when due and payable. If moneys in the Debt Service Reserve Fund are transferred to the Bond Fund to pay debt service on the Bonds, the depletion of the balance on the Debt Service Reserve Fund shall be made up from the next available TIF Revenues, after the required deposits to the Bond Fund are made. Any moneys in the Reserve Requirement shall be deposited in the Bond Fund and applied as set forth in Section 4.2 hereof. The Issuer, upon the advice of its financial advisor, hereby finds that funding the Debt Service Reserve Fund is invested if on any date of valuation reasonably required and that the amount on deposit in Reserve Requirement is no larger than necessary to market the 2011 Trust Agreement Bonds. The Issuer further finds that the Reserve Requirement is directly related to the Project because the Bonds could not be issued to fund the Project without the Debt Service Reserve Fund is less than the 2011 Trust Agreement Debt Service Reserve Fund RequirementFund. Such reimbursement The debt service reserve requirement, if any, for any parity obligations shall be made by depositing set forth in the 2011 Trust Agreement Debt Service Reserve Fund on a monthly basis an amount equal to one- sixth (1/6) of such loss commencing in resolution authorizing the month following a valuation made in accordance with Section 603 hereof in which such a loss is computed. The District Representative shall give to the Trustee written directions respecting the investment of any money required to be invested hereunder, subject, however, to the provisions of this Article, and the Trustee shall then invest such money under this Section 602 as so directed by the District Representative. The Trustee may request, in writing, direction or authorization of the District Representative with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the District Representative will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. The Trustee may conclusively rely upon the District’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, to the extent such ratings affect the permissibility of a proposed investment for purposes of this Trust Agreement, shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Notwithstanding anything that may be to the contrary herein, in the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee shall not be liable for any losses from any investments directed under this Trust Agreement. Investment Obligations acquired with money and credited to any fund or account established under this Trust Agreement shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall sell at the best price attainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide money to make any payment or transfer of money from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. Whenever a payment or transfer of money between two (2) or more of the funds or accounts established pursuant to Article V of this Trust Agreement is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article VI, provided that the Investment Obligations transferred are those in which money of the receiving fund or account could be invested at the date of such transferparty obligations.

Debt Service Reserve Fund. Unless The Trustee is hereby authorized and directed to establish a Qualified Reserve Fund Substitute shall be in effect, the District shall reimburse the 2011 Trust Agreement Debt Service Reserve Fund and, if applicable, pursuant to a Supplemental Indenture a Series Account for any loss resulting from a decline in each Series of Bonds issued hereunder. The Debt Service Reserve Fund and each Series Account therein shall be held by the value of Investment Obligations in which money held Trustee solely for the credit benefit of each related Series of Bonds or sub-Series, as determined by the 2011 Trust Agreement applicable Supplemental Indenture; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is invested if not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, on any the date of valuation issuance and delivery of a Series of Bonds an amount of Bond proceeds or equity equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and as long as there exists no default under the Indenture and the amount on deposit in the 2011 Trust Agreement Series Account of the Debt Service Reserve Fund is less than not reduced below the 2011 Trust Agreement then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund Requirementshall, prior to the Completion Date of a Project, be transferred to the applicable Acquisition and Construction Account of the Acquisition and Construction Fund, and after the Completion Date, shall be, at the written direction of the Issuer, transferred to the related Series Account of the Revenue Fund. Such reimbursement shall be made by depositing Otherwise, earnings on investments in each Series Account of the 2011 Trust Agreement Debt Service Reserve Fund on shall be retained therein until applied as set forth herein. If made applicable in a monthly basis Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of an amount equal to one- sixth (1/6) optional prepayment by the owner of a lot or parcel of land of Special Assessments against such lot or parcel or a mandatory true-up payment, which Special Assessments are pledged for the payment and security of such loss commencing Series of Bonds, the excess amount shall, as directed by the terms of the applicable Series Supplement, either be transferred from the Series Account or Subaccount of the Debt Service Reserve Fund to the applicable Series Account of the Bond Redemption Fund established for such Series of Bonds and shall constitute as a credit against such optional prepayment or true-up payment. If made applicable in the month following Supplemental Indenture with respect to a valuation made Series of Bonds, in accordance the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with Section 603 hereof respect to such Series of Bonds due to a decrease in which such a loss is computed. The District Representative shall give the then applicable Debt Service Reserve Requirement for any other reason, the excess amount shall, as directed by the terms of the applicable Series Supplement, either be transferred from the Series Account of the Debt Service Reserve Fund to the applicable Series Account or Subaccount of the Bond Redemption Fund or deposited into the appropriate Account of the Acquisition and Construction Fund to be used to pay any Deferred Obligation. Whenever for any reason on an Interest Payment Date, principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee written directions respecting shall, without further instructions, transfer the investment amount of any money required such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to be invested hereunderthe related Series Interest Account and then, subject, howeverproportionately according to the respective deficiencies therein, to the provisions of this Article, related Series Principal Account and the Trustee shall then invest such money under this Section 602 as so directed related Series Sinking Fund Account, to be applied to pay the Series of Bonds secured by the District Representative. The Trustee may request, in writing, direction or authorization Series Account of the District Representative with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the District Representative will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. The Trustee may conclusively rely upon the District’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, to the extent such ratings affect the permissibility of a proposed investment for purposes of this Trust Agreement, shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Notwithstanding anything that may be to the contrary herein, in the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee shall not be liable for any losses from any investments directed under this Trust Agreement. Investment Obligations acquired with money and credited to any fund or account established under this Trust Agreement shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall sell at the best price attainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide money to make any payment or transfer of money from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. Whenever a payment or transfer of money between two (2) or more of the funds or accounts established pursuant to Article V of this Trust Agreement is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article VI, provided that the Investment Obligations transferred are those in which money of the receiving fund or account could be invested at the date of such transferDebt Service Reserve Fund.

Debt Service Reserve Fund. Unless a Qualified Reserve Fund Substitute (a) On the Closing Date, certain amounts specified in the Officer's Certificate referred to in the next to last paragraph of Section 2.2 shall be made available to the Depositary Agent through a transfer of amounts held in effectone or more funds established under the Existing Reimbursement Agreement for ultimate deposit into the Debt Service Reserve Fund. Additionally, on the Closing Date, a portion (which shall be specified in such Officer's Certificate) of the proceeds of the sale of the Initial Bonds shall be deposited into the Debt Service Reserve Fund. The amounts referred to in the two preceding sentences shall be allocated solely to the Initial Bonds. At any time, the District Partnership may deliver to the Depositary Agent a Debt Service Letter of Credit in an aggregate maximum amount available to be drawn thereunder equal to all or any portion of the then current Debt Service Reserve Requirement. Promptly following delivery of a Debt Service Letter of Credit to the Depositary Agent, the Depositary Agent shall reimburse remit to the 2011 Trust Agreement Partner or Partners furnishing such Debt Service Letter of Credit (as set forth in an Officer's Certificate of the Partnership delivered contemporaneously with such Debt Service Letter of Credit) an amount from the Debt Service Reserve Fund for any loss resulting from a decline equal to the lesser of (i) the minimum amount to be drawn under such Debt Service Letter of Credit and (ii) the moneys then held in the value of Investment Obligations in which money held for the credit of the 2011 Trust Agreement Debt Service Reserve Fund is invested if Fund, and such payment shall not constitute a Distribution for purposes of Section 3.9 of this Depositary Agreement, Section 6.22 of the Indenture or any other Financing Document. Upon receipt by the Depositary Agent of an Officer's Certificate of the Partnership instructing it to draw on any date of valuation the amount on deposit in the 2011 Trust Agreement Debt Service Reserve Fund is less than Letter of Credit or certifying that the 2011 Trust Agreement Debt Termination Date (as defined in the Intercreditor Agreement) has occurred under the Intercreditor Agreement, the Depositary Agent shall deliver to the issuer of such Debt Service Reserve Fund Requirement. Such reimbursement shall be made by depositing Letter of Credit, a draft in the 2011 Trust Agreement Debt Service Reserve Fund on a monthly basis an amount equal to one- sixth (1/6) the lesser of the amount set forth in such loss commencing in Officer's Certificate or the month following a valuation made in accordance with Section 603 hereof in which such a loss is computed. The District Representative shall give to the Trustee written directions respecting the investment of any money required aggregate maximum amount available to be invested hereunder, subject, however, to the provisions drawn under such letter of this Article, credit and the Trustee shall then invest such money under this Section 602 as so directed by the District Representative. The Trustee may request, in writing, direction or authorization of the District Representative with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the District Representative will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. The Trustee may conclusively rely upon the District’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, to the extent such ratings affect the permissibility of a proposed investment for purposes of this Trust Agreement, shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Notwithstanding anything that may be to the contrary herein, in the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping deposit the moneys held by it hereunder fully invested. Confirmations of investments are not required to be issued by received into the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee shall not be liable for any losses from any investments directed under this Trust Agreement. Investment Obligations acquired with money and credited to any fund or account established under this Trust Agreement shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall sell at the best price attainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide money to make any payment or transfer of money from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. Whenever a payment or transfer of money between two (2) or more of the funds or accounts established pursuant to Article V of this Trust Agreement is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article VI, provided that the Investment Obligations transferred are those in which money of the receiving fund or account could be invested at the date of such transferDebt Service Reserve Fund.

Debt Service Reserve Fund. Unless The Trustee shall establish and maintain, so long as any of the Bonds are outstanding, a Qualified separate fund to be known as the “Debt Service Reserve Fund Substitute Fund” (the “Debt Service Reserve Fund”). The Trustee shall be in effect, fund and maintain the District shall reimburse the 2011 Trust Agreement Debt Service Reserve Fund for up to the Reserve Requirement, initially from monies legally available to the City or Redevelopment Commission and then from any loss resulting from a decline in excess Sublease Rental Payments remaining after the value payment of Investment Obligations in which money held for Annual Fees and principal and interest due on the credit of Bonds. The Trustee shall maintain the 2011 Trust Agreement Debt Service Reserve Fund is invested if on in order to supplement any date of valuation shortfall in TIF 1 Revenues and shall disburse the amount on deposit funds held in the 2011 Trust Agreement Debt Service Reserve Fund is less than solely for the 2011 Trust Agreement payment of interest on and principal of the Bonds due to a shortfall in sublease payments due to insufficiency of TIF 1 Revenues. If moneys in the Debt Service Reserve Fund Requirement. Such reimbursement shall be made by depositing are used to pay principal of or interest on the Bonds, the depletion of the balance in the 2011 Trust Agreement Debt Service Reserve Fund on a monthly basis an amount equal to one- sixth (1/6) shall be restored from any available excess Sublease Rental Payments after payment of such loss commencing Annual Fees. If moneys in the month following a valuation made in accordance with Section 603 hereof in which Debt Service Reserve Fund shall exceed the Debt Service Reserve Requirement, such a loss is computed. The District Representative excess shall give be transferred at least semiannually to the Trustee written directions respecting Bond Fund. If (a) any payments on the investment of any money required to be invested hereunder, subject, however, Note pursuant to the provisions Financing Agreement are not made by the Borrower from sufficient TIF 1 Revenues when due, (b) the Trustee withdraws funds from the Debt Service Reserve Fund, pursuant to this Section 4.4 to pay any principal of this Articleand/or interest on the Bonds, when due, and (c) as a consequence, the balance remaining in the Debt Service Reserve Fund does not at least equal the Reserve Requirement, then the Trustee shall then invest give written notice to (i) the WLCDC and make written demand for payment of such money deficit in the Debt Service Reserve Fund from the Borrower at least ninety (90) days before the next Interest Payment Date and (ii) to the Redevelopment Commission that there has been a draw on the Debt Service Reserve Fund and that the Redevelopment Commission should immediately take such actions required under this Section 602 as so directed by the District Representative. The Trustee may request, in writing, direction or authorization Pledge Resolution to enable the replenishment of the District Representative with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such request, accompanied by a memorandum setting forth the details of any proposed investment, the District Representative will either approve such proposed investment or will give written directions to the Trustee respecting the investment of such money and, in the case of such directions, the Trustee shall then, subject to the provisions of this Article, invest such money in accordance with such directions. The Trustee may conclusively rely upon the District’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, to the extent such ratings affect the permissibility of a proposed investment for purposes of this Trust Agreement, shall be determined at the time of purchase of such investments and without regard to ratings subcategoriesDebt Service Reserve Fund. The Trustee shall have no responsibility determine the amount necessary to monitor restore the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Notwithstanding anything that may be to the contrary herein, balance in the absence of written investment instructions from Debt Service Reserve Fund to an amount not less than the DistrictReserve Requirement on the Bonds, coming due on the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee shall not be liable for any losses from any investments directed under this Trust Agreement. Investment Obligations acquired with money and credited to any fund or account established under this Trust Agreement shall be held by or under the control of the Trustee and while so held shall be deemed at all times to be part of such fund or account in which such money was originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment shall be credited to or charged against such fund or account. The Trustee shall sell at the best price attainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary so to do in order to provide money to make any payment or transfer of money from any such fund or account. The Trustee shall not be liable or responsible for any loss resulting from any such investment. Whenever a payment or transfer of money between two (2) or more of the funds or accounts established pursuant to Article V of this Trust Agreement is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article VI, provided that the Investment Obligations transferred are those in which money of the receiving fund or account could be invested at the date of such transfernext Interest Payment Date.