Common use of Debt Service Reserve Fund Clause in Contracts

Debt Service Reserve Fund. (a) The Debt Service Reserve Fund shall be maintained in the custody of the Trustee as a trust fund. The Debt Service Reserve Fund shall secure a series of Parity Bonds only if the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account in the Debt Service Reserve Fund to secure those Parity Bonds and designates the Debt Service Reserve Requirement for those Parity Bonds. In the event that: (A) moneys on deposit in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account of the Debt Service Reserve Fund, (B) amounts then available for such purpose in the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such Bonds.

Debt Service Reserve Fund. No security deposit is required of Lessee pursuant to this Lease except as follows. If required by Mortgagee, pursuant to the terms of the Mortgage and this Lease, Lessor shall deposit into an account with Mortgagee pursuant to an Assignment and Pledge of Deposit Account (athe "Deposit Agreement") an amount equal to three months debt service on the Premises to serve as a debt service reserve fund, which may increase if debt service payments increase (the "Debt Service Reserve Fund"). The Debt Service Reserve Fund shall be maintained in governed by the custody terms of the Trustee Deposit Agreement. Notwithstanding the foregoing, if Lessee provides Lessor with additional funds to enable the deposit of additional debt service reserves as contemplated by the Deposit Agreement, or if (and to the extent) Lessor shall have defaulted in its obligations to fund the Premises Improvement Capital Account (as hereinafter defined) and Lessee funds such account, then amounts pledged to Mortgagee as a trust fund. The Debt Service Reserve Fund shall secure a series of Parity Bonds only if the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account shall, upon repayment in the Debt Service Reserve Fund to secure those Parity Bonds and designates the Debt Service Reserve Requirement for those Parity Bonds. In the event that: (A) moneys on deposit in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account full of the Debt Service Reserve Fund, (B) amounts then available for such purpose in the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction Mortgage or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up upon any such deficiency from the account in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account release of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on (or any portion thereof) by the Bonds secured by such AccountMortgagee (the "Release Date"), then the amounts in that Account be deemed a security deposit of Lessee and shall be transferred refunded to Lessee to the Debt Service Fund and applied extent Lessee funded such amounts or Lessor defaulted in its obligation to pay fund the remaining Debt Service on such BondsPremises Improvement Capital Account at the earlier of (i) the termination of this Lease or (ii) the Release Date.

Debt Service Reserve Fund. On the date of delivery of the Series 2020 Bonds, funds on hand of the Issuer and Bond proceeds shall be deposited into the herein created Debt Service Reserve Fund on deposit with the Issuer. The Issuer shall be responsible for monitoring and maintaining the Reserve Requirement as set forth below. The initial deposit or the balance accumulated in the Debt Service Reserve Fund shall equal the maximum annual principal and interest due on the Bonds (a$ ) ("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 TIF Revenues shall be credited to the Debt Service Reserve Fund on each January 15 and July 15 (after providing for the 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 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 maintained applied to the payment of the principal of and interest on the Bonds to the extent that amounts in the custody of the Trustee as a trust fundBond Fund are insufficient to pay debt service when due and payable. The Debt Service Reserve Fund shall secure a series of Parity Bonds only if the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account If moneys in the Debt Service Reserve Fund are transferred to secure those Parity Bonds and designates 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 for those Parity Bondsshall be deposited in the Bond Fund and applied as set forth in Section 4.2 hereof. In The Issuer, upon the event that: (A) moneys on deposit in advice of its financial advisor, hereby finds that funding the Debt Service Reserve Fund are insufficient on any Interest Payment Date or principal payment date is reasonably required and that the Reserve Requirement is no larger than necessary to pay interest or principal from market the Debt Service Fund on such date for a series of Parity Bonds. The Issuer further finds that the Reserve Requirement is directly related to the Project because the Bonds secured by an account of could not be issued to fund the Project without the Debt Service Reserve Fund. The debt service reserve requirement, (B) amounts then available if any, for such purpose any parity obligations shall be set forth in the Garage Gross Receipts Fund and resolution authorizing the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such Bondsparty obligations.

Debt Service Reserve Fund. The Issuer hereby establishes with the Bond Trustee and agrees to maintain so long as any of the Series 2007A Bonds are Outstanding, a separate account to be known as the “Series 2007A Debt Service Reserve Fund – Heartland Grain Fuels, L.P. Ethanol Plant Project.” (athe “Debt Service Reserve Fund”). An initial deposit to the credit of the Debt Service Reserve Fund is to be made under the provisions of Section 3.1(b) hereof. The Debt Service Reserve Fund shall be maintained in an amount equal to the custody of the Trustee as a trust fund. The Debt Service Reserve Fund shall secure a series of Parity Bonds only if the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account Requirement. Funds on deposit in the Debt Service Reserve Fund shall be used to secure those Parity 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 designates 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 those Parity the Series 2007A Bonds. In If the event that: (A) moneys issuer of a surety bond, insurance policy or letter of credit on deposit in the Debt Service Reserve Fund are insufficient on any Interest Payment Date 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 principal payment date letter of credit with one issued by an issuer having a rating so described, but shall not be obligated to pay pay, or commit to pay, increased fees, expenses or interest in connection with such replacement or principal from to make deposits in the Debt Service Reserve Fund on in lieu of replacing such date for a series surety bond, insurance policy or letter of Parity Bonds secured by an account 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, (B) amounts then available for such purpose in the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant other funds on deposit therein may be transferred to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fullyBond Sinking Fund, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts so long as may be necessary to make up any such deficiency from the account in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit is maintained in an Account of amount which is not less than the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such BondsRequirement.

Debt Service Reserve Fund. The Trustee shall establish and maintain, so long as any of the Bonds are outstanding, a separate fund to be known as the “Debt Service Reserve Fund” (a) the “Debt Service Reserve Fund”). The Trustee shall fund and maintain the Debt Service Reserve Fund up to the Reserve Requirement, initially from monies legally available to the City or Redevelopment Commission and then from any excess Sublease Rental Payments remaining after the payment of Annual Fees and principal and interest due on the Bonds. The Trustee shall maintain the Debt Service Reserve Fund in order to supplement any shortfall in TIF 1 Revenues and shall disburse the funds held in the Debt Service Reserve Fund solely for the 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 are used to pay principal of or interest on the Bonds, the depletion of the balance in the Debt Service Reserve Fund shall be maintained restored from any available excess Sublease Rental Payments after payment of Annual Fees. If moneys in the custody of the Trustee as a trust fund. The Debt Service Reserve Fund shall secure exceed the Debt Service Reserve Requirement, such excess shall be transferred at least semiannually to the Bond Fund. If (a) any payments on the Note pursuant to the 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 and/or interest on the Bonds, when due, and (c) as a series consequence, the balance remaining in the Debt Service Reserve Fund does not at least equal the Reserve Requirement, then the Trustee shall give written notice to (i) the WLCDC and make written demand for payment of Parity Bonds only if such deficit in the Supplemental Indenture for 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 series there has been a draw on the Debt Service Reserve Fund and that the Redevelopment Commission should immediately take such actions required under the Pledge Resolution to enable the replenishment of Parity Bonds provides for the establishment of an account Debt Service Reserve Fund. The Trustee shall determine the amount necessary to restore the balance in the Debt Service Reserve Fund to secure those Parity Bonds and designates an amount not less than the Debt Service Reserve Requirement for those Parity on the Bonds. In , coming due on the event that: (A) moneys on deposit in the Debt Service Fund are insufficient on any next Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account of the Debt Service Reserve Fund, (B) amounts then available for such purpose in the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such BondsDate.

Debt Service Reserve Fund. The Trustee shall establish and maintain, so long as any of the Bonds are outstanding, a separate fund to be known as the “Debt Service Reserve Fund” (a) the “Debt Service Reserve Fund”). The Trustee shall fund and maintain the Debt Service Reserve Fund up to the Reserve Requirement, initially from monies legally available to the City or Redevelopment Commission and then from any excess Sublease Rental Payments remaining after the payment of Annual Fees and principal and interest due on the Bonds. The Trustee shall maintain the Debt Service Reserve Fund in order to supplement any shortfall in TIF 1 Revenues and shall disburse the funds held in the Debt Service Reserve Fund solely for the 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 are used to pay principal of or interest on the Bonds, the depletion of the balance in the Debt Service Reserve Fund shall be maintained in the custody restored from any available excess Sublease Rental Payments after payment of the Trustee as a trust fundAnnual Fees. The Debt Service Reserve Fund shall secure a series of Parity Bonds only if the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account If moneys in the Debt Service Reserve Fund to secure those Parity Bonds and designates shall exceed the Debt Service Reserve Requirement for those Parity BondsRequirement, such excess shall be transferred at least semiannually to the Bond Fund. In If (a) any payments on the event that: Note pursuant to the Financing Agreement are not made by the Borrower from sufficient TIF 1 Revenues when due, (Ab) moneys on deposit in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal Trustee withdraws funds from the Debt Service Fund on such date for a series of Parity Bonds secured by an account of the Debt Service Reserve Fund, (B) amounts then available for such purpose in pursuant to this Section 4.4 to pay any principal of and/or interest on the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fullyBonds, when due, and (Cc) amounts provided by APCOA pursuant to as a consequence, the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account balance remaining in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to does not at least equal the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such AccountRequirement, then the amounts in that Account Trustee shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such Bonds.give written notice to

Debt Service Reserve Fund. There is hereby created and ordered established with the Trustee a special trust fund designated as “The Industrial Development Corporation of Xxxxxxx County, Idaho, Solid Waste Disposal Revenue Bonds (aIntrepid Technology and Resources Biogas, LLC Project) The Series 2006, Debt Service Reserve Fund.” On the date of the issuance and delivery of the Bonds, a deposit will be made to the Debt Service Reserve Fund pursuant to Section 601 hereof. Additional amounts may be deposited into the Debt Service Reserve Fund in order to comply with the requirements of this Section. All moneys credited to the Debt Service Reserve Fund shall be maintained transferred by the Trustee to the Bond Fund and used for the payment of the principal of and interest on the Bonds whenever for any reason the funds on deposit in the custody of Bond Fund are insufficient to pay such principal and interest when due at maturity or upon redemption or acceleration. In the Trustee as a trust fund. The event that moneys are transferred from the Debt Service Reserve Fund to make up any such deficiencies, the Trustee shall secure a series notify the Company of Parity Bonds only if the Supplemental Indenture for that series amount so withdrawn. In the case of Parity Bonds provides for any such withdrawal, the establishment Company has agreed in Section 4.1 of an account the Agreement to restore the amount on deposit in the Debt Service Reserve Fund to secure those Parity Bonds and designates an amount equal to the Debt Service Reserve Fund Requirement for those Parity Bondsin not more than 12 substantially equal consecutive monthly installments beginning with the first day of the first month after the month in which the withdrawal was made. In Investments in the Debt Service Reserve Fund shall be valued by the Trustee at any time requested by the Company, but in any event that: no less frequently than on the first Business Day of December of each year on the basis of fair market value (Awhich valuation shall take into account any accrued and unpaid interest) moneys and in accordance with Section 701 hereof. If on any such valuation date the amount on deposit in the Debt Service Reserve Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from is less than 100% of the Debt Service Reserve Fund on such date for Requirement as a series result of Parity Bonds secured by an account a decline in the market value of investments in the Debt Service Reserve Fund, (B) amounts then available for such purpose the Company has agreed in Section 4.1 of the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate Agreement to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account deposit in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts the amount necessary to restore the amount on deposit in the Debt Service Reserve Fund to the Debt Service Reserve Fund for Requirement within not more than 60 days following the payment date on which the Company receives notice of Debt Service on that series of Parity Bondssuch deficiency. If at any time the amounts amount on deposit in an Account the Debt Service Reserve Fund is less than 100% of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to Requirement as a result of the Debt Service Reserve Fund and applied having been drawn upon to make up a deficiency in the Bond Fund as provided above in this Section 514, the Company has agreed in Section 4.1 of the Agreement to pay the remaining amount which was withdrawn to the Trustee in not more than 12 substantially equal consecutive monthly installments beginning with the first day of the first month after the month in which the withdrawal occurred. If on any valuation date the amount on deposit in the Debt Service Reserve Fund is more than the Debt Service Reserve Fund Requirement, the amount of such excess shall, if the Company so directs, be transferred (a) first to the Construction Fund until the Project is completed as evidenced by the delivery of the certificate of the Completion Date as described in Section 3.4 of the Agreement and (b) after completion of the Project, to the Bond Fund. In connection with any partial redemption or defeasance prior to maturity of the Bonds, the Trustee may, at the request of the Company, use any amounts on deposit in the Debt Service Reserve Fund in excess of the Debt Service Reserve Fund Requirement after such redemption to pay principal of said Bonds to be redeemed or defeased. In connection with any redemption of the Bonds in whole prior to maturity of the Bonds, the Trustee may, at the request of the Company, use any amounts on deposit in the Debt Service Reserve Fund to pay principal of said Bonds to be redeemed. In connection with any defeasance of the Bonds in whole by an irrevocable deposit as provided in clause (ii) of the second paragraph of Article VIII hereof, the Trustee shall transfer any amounts on deposit in the Debt Service Reserve Fund to fund such deposit.

Debt Service Reserve Fund. (a) The Unless a Qualified Reserve Fund Substitute shall be in effect, the District shall reimburse the 2011 Trust Agreement Debt Service Reserve Fund shall be maintained for any loss resulting from a decline in the custody value of Investment Obligations in which money held for the credit of the Trustee as a trust fund. The 2011 Trust Agreement Debt Service Reserve Fund shall secure a series is invested if on any date of Parity Bonds only if valuation the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account amount on deposit in the 2011 Trust Agreement Debt Service Reserve Fund to secure those Parity Bonds and designates is less than the 2011 Trust Agreement Debt Service Reserve Requirement for those Parity BondsFund Requirement. In the event that: (A) moneys on deposit Such reimbursement shall be made by depositing in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account of the 2011 Trust Agreement Debt Service Reserve Fund, Fund on a monthly basis an amount equal to one- sixth (B1/6) amounts then available for of such purpose loss commencing in the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee month following a valuation made in accordance with Section 5.09 603 hereof are not adequate in which such a loss is computed. The District Representative shall give to make up such insufficiency fully, then the Trustee shallwritten directions respecting the investment of any money required to be invested hereunder, without necessity for further authorizationsubject, 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 prior consent from 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 consultation 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 StateDistrict’s written instructions as to both the suitability and legality of all investments directed under this Trust Agreement. Ratings of investments, withdraw to the extent such amounts as 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 up any payment or transfer of money from any such deficiency fund or account. The Trustee shall not be liable or responsible for any loss resulting from the account in the Debt Service Reserve Fund securing that series any such investment. Whenever a payment or transfer of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account money between two (2) or more of the Debt Service Reserve Fund 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 sufficient to pay all remaining Debt Service on those in which money of the Bonds secured by receiving fund or account could be invested at the date of such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such Bondstransfer.

Debt Service Reserve Fund. (a) The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund shall be maintained in the custody and, if applicable, pursuant to a Supplemental Indenture a Series Account for each Series of the Trustee as a trust fundBonds issued hereunder. The Debt Service Reserve Fund and each Series Account therein shall secure a series be held by the Trustee solely for the benefit of Parity each related Series of Bonds only if or sub-Series, as determined by the applicable Supplemental Indenture; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture for authorizing the issuance of a Series of Bonds may provide that series of Parity Bonds provides for the establishment of an account in the Debt Service Reserve Fund is 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 secure those Parity 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 the date of issuance and delivery of a Series of Bonds and designates an amount of Bond proceeds or equity equal to the Debt Service Reserve Requirement for those Parity in respect of such Series of Bonds. In , calculated as of the event that: (A) moneys on deposit date of issuance and delivery of such Series of Bonds, shall be deposited in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account related Series Account of the Debt Service Reserve Fund, (B) amounts then available for such purpose . Unless otherwise provided in the Garage Gross Receipts Fund Supplemental Indenture with respect to a Series of Bonds, and as long as there exists no default under the Indenture and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account amount in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Series Account of the Debt Service Reserve Fund are sufficient to pay all remaining is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Bonds secured by such AccountSeries Account of the Debt Service Reserve Fund shall, then prior to the amounts in that Account shall 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. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. If made applicable in a 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 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 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 Supplemental Indenture with respect to a Series of Bonds, 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 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 shall, without further instructions, transfer the amount of any 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 the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay the remaining Series of Bonds secured by the Series Account of the Debt Service on such BondsReserve Fund.

Debt Service Reserve Fund. (a) The 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 one or more funds established under the Existing Reimbursement Agreement for ultimate deposit into the Debt Service Reserve Fund Fund. Additionally, on the Closing Date, a portion (which shall be maintained specified in the custody such Officer's Certificate) of the Trustee as a trust fund. The proceeds of the sale of the Initial Bonds shall be deposited into the Debt Service Reserve Fund Fund. The amounts referred to in the two preceding sentences shall secure be allocated solely to the Initial Bonds. At any time, the Partnership may deliver to the Depositary Agent a series Debt Service Letter of Parity Bonds only if Credit in an aggregate maximum amount available to be drawn thereunder equal to all or any portion of the Supplemental Indenture for that series then current Debt Service Reserve Requirement. Promptly following delivery of Parity Bonds provides for a Debt Service Letter of Credit to the establishment Depositary Agent, the Depositary Agent shall remit to the Partner or Partners furnishing such Debt Service Letter of Credit (as set forth in an account in Officer's Certificate of the Partnership delivered contemporaneously with such Debt Service Letter of Credit) an amount from the Debt Service Reserve Fund equal to secure those Parity Bonds and designates the lesser of (i) the minimum amount to be drawn under such Debt Service Reserve Requirement for those Parity Bonds. In Letter of Credit and (ii) the event that: (A) moneys on deposit then held in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account of the Debt Service Reserve Fund, (B) amounts then available and such payment shall not constitute a Distribution for such purpose in purposes of Section 3.9 of this Depositary Agreement, Section 6.22 of the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor Indenture or any other Financing Document. Upon receipt by the Trustee in accordance with Section 5.09 hereof are not adequate Depositary Agent of an Officer's Certificate of the Partnership instructing it to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account in draw on the Debt Service Reserve Fund securing Letter of Credit or certifying that series of Parity Bonds and transfer such amounts the 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 Fund for the payment Letter of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit Credit, a draft in an Account amount equal to the lesser of the amount set forth in such Officer's Certificate or the aggregate maximum amount available to be drawn under such letter of credit and deposit the moneys received into the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such BondsFund.