Res 2005-036 - Laserfiche WebLink

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7. If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of the Bond Ordinance and this Agreement, the Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Bond Ordinance, other than (i) acceleration of the maturity of the Bonds or (Ii) remedies which would adversely affect owners of the Bonds. 8. The Bond Ordinance shall not be discharged until all Policy Costs owing to the Insurer shall have been paid in full. The Issuer's obligation to pay such amounts shall expressly survive payment in full of the Bonds. 9. In order to secure the Issuer's payment obligations with respect to the Policy Costs, there is hereby granted and perfected in favor of the Insurer a security interest (subordinate only to that of the owners of the Bonds) in all revenues and collateral pledged as security for the Bonds. 10. Policy Costs due and owing shall be included in debt service requirements for purposes of calculation of the additional bonds test and the rate covenant in the Bond Ordinance. 11. The Trustee shall ascertain the necessity for a claim upon the Reserve Policy and provide notice to the Insurer in accordance with the terms of the Reserve Policy at least five business days prior to each date upon which interest or principal is due on the Bonds. Where deposits are required to be made by the Issuer with the Trustee to the debt service fund for the Bonds more often than semi- annually, the Trustee shall give notice to the Insurer of any failure of the Issuer to make timely payment in full of such deposits within two business days of the date due. 12. Notices to the Insurer shall be sent to the following address (or such other address as the Insurer may designate in writing): Financial Security Assurance Inc., 350 Park Avenue, New York, New York 10022-6022 Attention: Managing Director - Surveillance. 13. This Agreement may be executed in counterparts, each of which alone and all of which together shall be deemed one original Agreement. 14. If anyone or more of the agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. 15. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Bond Ordinance. 16. This Agreement and the rights and obligations of the parties of the Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have set their hands as of the date written above. FINANCIAL SECURITY ASSURANCE INC. By: Title: By: Title: Authorized Officer Page 2 of 2 R:\San Marcos\WWWWRfd.05\Docs\FSA FGA Forml.doc