1-5 Detroit Pension Lawsuit Exhibit E

8/13/2019 1-5 Detroit Pension Lawsuit Exhibit E

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Table of ContentsArticle I -- Definitions and Related MattersSection 1.1.

Section 1.2.Section 1.3.Section 1.4.Section 1.5.Section 1.6.

1Certain efinitions.............................................................................................. 1OtherDefinitions- ThisAgreement................................................................. 2OtherDefinitions- Service ontracts.............................................................. 2OtherDefinitions- TrustAgreement................................................................ 3Businessays..................................................................................................... 3Interpretation....................................................................................................... 3

Article II -- Appointment;Grant of Security Interest 4Section .1. Collectionf Receivables.................................................................................... 4Section 2.2. AppointmentyFundingrust ........................................................................... 4Section 2.3. AppointmentyEach orporation..................................................................... 4Section 2.4. Grant f Securitynterests................................................................................... 4

Article III -- Representations and Warranties 6Section .1. IncorporationyReference................................................................................. 6Section .2. Corporationroperty........................................................................................... 7Section3.3. GeneralRepresentationsndWarranties............................................................ 7Section 3.4. Conveyancend Security Interests to the Funding rust ..................................... 7Section 3.5. Security Interests Granted he Specified HedgeCounterparties ......................... 8Section 3.6. Corporatedentification...................................................................................... 8

Article IV -- Receipt and Disposition of Receivables 8Section 4.1. Property Ackmowledgments;ayment ntitlements ........................................... 8Section 4.2. Receipt of Service Payments;Determinationof Property Interests ..................... 9Section 4.3. PrepaidServiceCharges;Hedge ayables........................................................ 10Section 4.4. Receipt and Disposition of HedgeReceivables and Investment Gain ............... 10Section 4.5. Booksand Records; Funds and Accounts; Trust Funds and Accounts ............. 10Section 4.6. Distributionates............................................................................................. 10Section 4.7. Distributionsf Service ayments.................................................................... 11Section 4.8. Satisfaction ndPriorityof Payments............................................................... 12

Article V -- Corporation Covenants 12Section 5.1. Concerninghe Securitynterests ..................................................................... 12Section 5.2. NoConveyancer Assignment......................................................................... 12Section 5.3. Negativeledge................................................................................................. 13Section 5.4. Defensef Interests; FurtherAssurance........................................................... 13

Article VI -- Events of Default; Remedies 13Section .1. Right f Enforcement........................................................................................ 13Section 6.2.Section 6.3.Section 6.4.Section 6.5.Section 6.6.Section 6.7.Section 6.8.Section 6.9.Section 6.10.

Eventsf Default............................................................................................... 13Remedies........................................................................................................... 14ContractAdministratorMay ile Proofsof Claim............................................ 14Applicationf Moneyollected....................................................................... 14NoDuty f Inquiry............................................................................................ 14Noticef Defaults............................................................................................. 15Limitationn SuitsbyCertificateholders......................................................... 15ControlyMajority........................................................................................... 16Actions yBeneficial wners........................................................................... 16

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Article VII --Section 7.1.Section 7.2.Section 7.3.Section 7.4.Section 7.5.Section 7.6.Section 7.7.Section 7.8.Section 7.9.Section 7.10.

Article VIII-Section 8.1.Section 8.2.Section 8.3.Section 8.4.Section 8.5.Section 8.6.Section 8.7.Section 8.8.Section 8.9.Section 8.10.Section 8.11.Section 8.12.Section 8.13.Section 8.14.Section 8.15.Section 8.~16.Section 8.17.Section 8.18.Section 8.19.Section 8.20.Section 8.21.Section 8.22.Section 8.23.

Concerning the Contract Administrator 16CertainDuties ndResponsibilities.................................................................. 16CertainRights f ContractAdministrator......................................................... 17SpecificDutiesof the ContractAdministrator.................................................. 19May old ertificates....................................................................................... 19Moneyeldn Trust ......................................................................................... 19CompensationndReimbursement................................................................... 19Lien f Contract dministrator......................................................................... 20Corporate ontractAdministrator equired;Eligibility .................................... 20Replacementf ContractAdministrator........................................................... 20Merger,Consolidation nd Successiono Business .......................................... 21Enforcement of Rights 21Effectivenessf Article..................................................................................... 21Article ontrolling............................................................................................ 21Certain efinitions............................................................................................ 22Determinationf Article8 ProRata................................................................. 22Determinationf Goodtanding...................................................................... 22Insurers............................................................................................................. 22DurationfExclusive ction eriod................................................................. 23Other ctionstayed........................................................................................ 23Establishmentf Enforcementommittee....................................................... 24Meetingequired.............................................................................................. 24Noticeof Meeting f Enforcementommittee................................................. 24Meetingsf Enforcementommittee............................................................... 25EnforcementommitteectionsBinding........................................................ 25Duties f Enforcementfficer.......................................................................... 25Control yEnforcementommittee................................................................. 25Actionsor Equal ndRatable enefit .............................................................. 26Applicationf Moneyollected....................................................................... 26CertainRights f the Enforcementfficer ....................................................... 26CompensationndReimbursement................................................................... 27CorporateEnforcementfficer Required;Eligibility ........................................ 27Replacementf Enforcementfficer ............................................................... 27Merger,Consolidation nd Successiono Business.......................................... 28Prooff Status................................................................................................... 29

Article IX -- Agreements Among he Parties. 29Section 9.1. SharingExcessPayments monghe Parties .................................................... 29Section 9.2. Independentctions y he Parties ................................................................... 29Section 9.3. Relationf Parties............................................................................................. 30Section 9.4. Acknowledgmentf Documents....................................................................... 30Section 9.5. Noticef Certain vents................................................................................... 30Section 9.6. RemediesotWaived....................................................................................... 30Section 9.7. Possessionf Collateral.................................................................................... 31

Article X Concerning Each Insurer 31Section 0.1.Actionsy nsurer............................................................................................. 31Section0.2.Party n Interest................................................................................................. 31

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SectionSectionSection

Article XISectionSectionSectionSectionSectionSectionSectionSectionSectionSectionSection

10.3. Amendments;otice o RatingAgencies......................................................... 3110.4.Reporting........................................................................................................... 3110.5.Fees ndExpenses............................................................................................. 31Miscellaneous 3211.1.Addressesor Notices........................................................................................ 3211.2.Amendment.......................................................................................................

~"11.3.NoWaiver;emedies....................................................................................... 3311.4.Bindingbligation............................................................................................ 3311.5.Assignment........................................................................................................ ""11.6.Third artyBeneficiaries.................................................................................. 3311.7. Reliance n Representationsnd Warranties.................................................... 3411.8.Governingaw.................................................................................................. 3411.9.Headings............................................................................................................ 3411.10.ntegration..................................................................................................... 3411.11. ounterparts.................................................................................................. 34

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Contract Administration Agreement 2005, dated June 2, 2005 (the Agreement),among the Detroit Retirement Systems Funding Trust 2005 (the Funding Trust), the DetroitGeneral Retirement System Service Corporation (the GRS Corporation) and the Detroit Po-lice and Fire Retirement System Service Corporation (the PFRS Corporation), each aMichigan nonprofit corporation acting severally and not jointly, U.S. Bank National Associa-tion, separately and not as trustee of the Funding Trust (the Contract Administrator), and thePersons whose signatures appear on the signature pages hereto;

In consideration of the mutual promises contained herein and intending to be legallybound hereby, the parties hereto agree as follows:Article I -- Definitions and Related MattersSection 1.1. Certain Definitions

The following terms have the following respective meanings unless the context otherwiseclearly requires:

Collateral means the Funding Trust Receivable Collateral, the Hedge Payables Collateraland the Hedge Receivables Collateral.Contract Administrator means the bank identified in the first paragraph of this Agree-ment as the "Contract Administrator" unless and until a successor is appointed successor Con-{tact Administrator pursuant to applicable provisions of this Agreement; thereafter, Contract

Administrator means such successor.Creditor Liens means any and all liens and security interests granted by this Agreement

in the Hedge Payables Collateral and by the Trust Agreement n the Funding Trust Receivables.Default means any Event of Default or event that with the passage of time or the giving

of notice, or both, wouldconstitute an Event of Default.Deficiency means as of any date, an amount referred to in clause Second, Fourth, Sixthor Eighth of Section 8.03 of either Service Contract.Entitled Person or Person Entitled means the Person entitled to receive the proceeds of aspecific Component.Funding Rate means the rate at which Service Charges are determined for each ServiceCharge Class according to the applicable Funding Rate Methodology.Funding Trust Receivable Collateral means the Funding Trust Receivables and all rights

and interests with respect thereto granted by Article 9 of the UCC, ncluding rights to proceedsand rights of enforcement.

GRS Corporation means the Person so defined in the first paragraph of this Agreementand the successors of such Person.

Hedge Payables Colhtteral means the amounts payable by the City under the ServiceContracts in respect of HedgePayables and all rights and interests with respect thereto grantedby Article 9 of the UCC, ncluding rights to proceeds and rights of enforcement.Hedge Receivables Collateral means the amounts payable by any Specified Hedge Coun-terparty as Hedge Receivables and all rights and interests with respect thereto granted by Article9 of the UCC, ncluding rights to proceeds and rights of enforcement.

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PFRSCorporation means the Person so defined in the first paragraph of this Agreementand the successors of such Person.

Receipt Day means a day on which the Contract Administrator receives an amount ofmoney at or before the Payment Time or/fthe Contract Administrator receives an anaount ofmoney after the Payment Time on a day then the following day.

Service Contract means the GRSService Contract or the PFRS Service Contract as thecontext may require.

Service Contract Priority Sections means Sections 8.02 and 8.03 of the each ServiceContract.Spec(iTed Hedge Counterparties means the Persons named in Schedule 5 to the SpecificTermssztl)/ec to Section 8 of the Specific Terms.UCCmeans the Uniform Commercial Code as in effect in the State of Michigan.

Section 1.2. Other Definitions ~ This AgreementTerms defined elsewhere in this Agreement nclude the following:Term Defined InAffectedertificate................................................................................ Section 6.3Deficit nterestRelated ayments.......................................................... Section 4.7DeficitPrincipalRelated ayments........................................................ Section 4.7Distributionate.................................................................................... Section 4.6InterestRelatedayments....................................................................... Section 4.7Principal elated ayments.................................................................... Section 4.7Redemptionelated ayments............................................................... Section 4.7Sinking undRelated ayments............................................................. Section 4.7Transfer artyAccessionvent.............................................................. Section 2.4

Section 1.3. Other Definitions -- Service ContractsCapitalized terms not defined herein and defined in either Service Contract are usedherein as therein defined unless the context clearly otherwise requires. Such terms include:Term Defined InAccruedervice harges...................................................................... Section 5.03Closingate.............................................................................................. Section 3Component............................................................................................ Section 1.03Credit nsurance......................................................... Schedule of Credit Insuranceto Specific TermsFundingate ortion............................................................................ Section 1.01Fundingrust............................................................................................. Section 4Hedgeounterparty.............................................................................. Section 1.01Hedgeeriodic ayable........................................................................ Section 1.01Hedgeayable...................................................................................... Section 1.01Hedgeeriodic eceivable................................................................... Section 1.01Hedgeeceivable................................................................................. Section 1.01Hedgeerminationayable................................................................. Section 1.01

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Term Defined InHedgeerminationeceivable............................................................ Section 1.01Index ateService harges....................................................................... Section 3lnsurer........................................................................ Schedule of Credit Insurance

to Specific TermsNotice f Transfer vent........................................................................... Section 8Paymentime....................................................................................... Section 1.01Rating gency...................................................................................... Section 9.02Serviceayment................................................................................... Section 1.03Siebert........................................................................................................ Section 8Stated edge......................................................................................... Section 1.01Third artyBeneficiary........................................................................ Section 9.12Transferarty............................................................................................ Section 8TrustAgreement........................................................................................ Section 1Trustee....................................................................................................... Section 1Section numberswith a leading zero (e.g,, 1.01) refer to sections in a Service ContractGeneral Terms. Section numberswithout a leading zero (e.g., l) refer to sections inService Contract Specific Terms.

Section 1.4. Other Definitions ~ Trust AgreementCapitalized terms not defined herein and defined in the Trust Agreement are used hereinas therein defined unless the context clearly otherwise requires. Such terms include:Term Defined InPrincipal mount................................................................................... SectionFundingrustReceivable...................................................................... SectionCorporation Request, Corporation Order or Corporation Consent ......... Section

Section 1.5. Business DaysIf this Agreement equires an act to be performed on a day that is not a Business Day thensuch act shall be performed on the first day thereafter that is a Business Daywith the same effectas if such act were performed on the day that such act was otherwise required to be performed.Section 1.6.

1.6.1.ter genders.1.6.Z

InterpretationWords of the masculine gender include correlative words of the feminine and neu-Unless the context otherwise indicates, words importing the singular include theplural and vice versa.

1.6.3. Articles and Sections referred to by number or name refer to the correspondingArticles and Sections of this Agreementunless otherwise provided.1.6.4. The terms hereby, hereof, hereto, herein, hereunder and any similar terms used inthis Agreement efer to this Agreementas a whole and not to any particular portion thereof.1.6.5. The wordor is not exclusive.



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1.6.6. The enumeration of things after the wordincluding is to be interpreted as illustra-tive and not as restrictive.1.6. 7. References to sections of a Public Act, or to a Public Act as a whole, also include

any anaendments thereto unless otherwise indicated and analogous sections of Public Acts en-acted as substitutes therefor.Article II -- Appointment;Grant of Security InterestSection 2.1. Collection of Receivables

Each of the Corporations, the Specified Hedge Counterparties and the Funding Trusthereby appoint the Contract Administrator as its respective agent and attorney-in-fact to receiveService Payments.Section 2.2. Appointment by Funding Trust

2.2.L The Funding Trust hereby also appoints the Contract Administrator as its agentand attorney-in-fact to take such actions and exercise such rights and remedies as to FundingTrust Receivables as the Funding Trust is or may become entitled to exercise under law and inequity to enforce the payment thereof and otherwise realize Funding Trust Receivables. For theavoidance of doubt, all parties to this Agreement shall be entitled to enforce their respectiverights.Section 2.3. Appointment by Each Corporation

2.3.1. Each Corporation hereby also appoints the Contract Administrator as its agent andattorney-in-fact to enforce such Corporations rights and remedies under the Stated Hedges, in-cluding the collection of Hedge Receivables from the Specified Hedge Counterparties under therespective Stated Hedges, and to take all such actions and exercise such rights and remedies asthe respective Corporation is or may become entitled to exercise under the particular StatedHedge and otherwise at law or in equity.

2.3.2. Each Corporation also appoints the Contract Administrator as its agent and attor-ney to take to perform all ministerial acts in the name and stead of such Corporation that arecalled for to be performed by such Corporation under the Service Contract subject to the specificlimitations contained in Article VII.

2.3.3. Each Corporation further appoints the Contract Administrator to invest amountsreceived by the Contract Administrator as Costs of Issuance and Prepaid Service Charges in Au-thorized Investments in accordance with the Service Contract.Section 2.4. Grant of Security Interests

2.4.1. Hedge Periodic Payables2.4.1 (1). Effective as of the Closing Date, to secure its payment obligations underits Stated Hedges, each Corporation hereby grants to each Specified Hedge Counterparty

and the Transfer Party a security interest in and lien uponall of its right, title and interestin. to and under the amounts payable by the City under Section 7.02 of either ServiceContract in respect of Hedge Periodic Payables, any interest evaned thereon and allrights and interests with respect thereto granted by Article 9 of the UCC, ncluding rights

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to proceeds and rights of enforcememcollectively, the HedgePeriodic Payables Secu-rity Interest).2.4.1(2). All of the parties hereto acknowledge hat the HedgePeriodic PayablesSecurity Interest granted by each Corporation shall be deemed o give to each SpecifiedHedgeCounterparty and the Transfer Party a first priority security interest in and an

equal and parity first lien upon,all of the Corporations ight, title and interest in, to andunder the amountspayable by the City under Section 7.02 of either Service Contract inrespect of HedgePeriodic Payables. Each Specified HedgeCounterparty agrees and ac-knowledges he parity first priority security interest and parity first lien upon suchamoums ranted to it, the other Specified HedgeCounterparties and the Transfer Party byeach Corporation.2.4.1(3). The Transfer Party acknowledges and agrees that the Hedge PeriodicPayables Security Interest granted it is enforceable against the HedgePeriodic PayablesCollateral if but only ./fit accedes to the status of Stated HedgeCounterpartyunder theService Contract (the Transfer Party Accession Event).2.4.1(4). Each Specified Hedge Counterparty agrees that the Transfer Party shallaccede to all of the rights and remediesand be boundby all the obligations of Siebert as aSpecified HedgeCounterparty hereunder upon the occun-ence of the Transfer Party Ac-cession Event and that thereupon Siebert shall have no further rights, obligations orremedies hereunder as a Specified HedgeCounterparty.

Z4.Z Hedge Termination Payables2.4.2(1). Effective as of the Closing Date, to secure its paymentobligations underits Stated Hedge, each Corporation hereby grants to each Specified HedgeCounterpartyand the Transfer Party a security interest in and lien upon ll of its right, title and interestin, to and under the amountspayable by the City under Section 7.02 of either ServiceContract in respect of HedgeTermination Payables, any interest earned thereon and allrights and interests with respect thereto granted by Article 9 of the UCC,ncluding rightsto proceeds and rights of enforcement (collectively, the HedgeTermination PayablesSecurity Interest).2.4.2(2). All of the parties hereto acknowledge hat the HedgeTermination Pay-ables Security Interest granted by each Corporation shall be deemed o give each Speci-fied HedgeCounterpartyand the Transfer Party a first priority security interest in and anequal and parity first lien uponall of the Corporations ight, title and interest in, to andunder the an~ounts payable by the City under Section 7.02 of either Service Contract inrespect of HedgeTermination Payables, and each Specified HedgeCounterparty agreesand acknowledgeshe parity first priority security interest and parity first lien uponsuch

amountsgranted to it, the other Specified HedgeCounterparties and the Transfer Party byeach Corporation.2.4.2(3). The Transfer Party acknowledges and agrees that the Hedge TerminationPayables Security Interest granted it is enforceable against the HedgeTermination Pay-ables Collateral only on and after the occurrence of the Transfer Party AccessionEvent.2.4.2(4). Each Specified Hedge Counterparty agrees that the Transfer Party shallaccede to all of the rights and remediesand be boundby all of the obligations of Siebert

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4.1.1(2). Funding Trust Receivables are property of the Funding Trust, and theFundingTrust is the PersonEntitled thereto.4.1.1(3). Amounts ayable by the City under Section 7.02 of either Service Con-tract in respect of HedgePeriodic Payables are property of the Corporations, and pursu-ant to Section 4.3.2 the Specified HedgeCounterparties are the Persons Entitled thereto.4.1.1(4). Amountspayable by the City under Section 7.02 of either Service Con-tract in respect of HedgeTermination Payables are property of the Corporations, andpursuant to Section 4.3.3 the Specified HedgeCounterparties are the Persons Entitledthereto.4.1.1(5). Hedge Periodic Receivables are the property of the Corporations, andpursuant to Section 4.4.1, the FundingTrust is the Person Entitled thereto, to the extentprovided in such Section, and thereafter, pursuant to Section 4.4.2, each Corporation isthe Person Entitled to any remaining portion of its respective HedgePeriodic Receiv-ables.4.1.1 (6). HedgeTermination Receivables are the property of the Corporations, and

pursuant to Section 4.4.1, the FundingTrust is the Person Entitled thereto, to the extentprovided in such Section, and, thereafter, each Corporation s the Person Entitled to anyremaining portion of its respective HedgeTerminationReceivables.Section 4.2. Receipt of Service Payments;Determinationof Property Interests

4.2.1. Service Payments including Prepaid Service Charges) shall be applied in accor-dancewith the priorities set forth in the Service ContractPriority Sections.4.2.2. On each Receipt Day hat the Contract Administrator receives a Service Payment,the Contract Administrator shall properly determine the Components nd pro-rata applicationthereof satisfied under the Service Contract Priority Sections by such Service Payment,and thePersons Entitled thereto, in accordancewith the Service Contract and shall distribute such pay-ments n accordance with Section 4.7.4.2.3. At least one day prior to each Distribution Date for any Service Charges orScheduled Payments, the Contract Administrator shall determine whether the amountavailableunder this Agreementor such payment s sufficient to make he distribution as if no Deficiencyexisted. If the Contract Administrator determines that the amountavailable under this Agree-ment for such payment s insufficient to make uch distribution on such Distribution Date, theContract Administrator hall deliver a notice (a Shortfall Notice) to each Insurer and the Trusteethat states the amount f the shortfall and the respective amounts hereof attributable to ServiceCharges and Scheduled Payments.4.2.4. At least one day prior to each Distribution Date for a HedgePeriodic Payable, the

Contract Administrator shall determine whether the amountavailable under this Agreement orsuch payment s sufficient to pay such HedgePeriodic Payable. If the Contract Administratordetermines that the amountavailable under this Agreement or such payment s insufficient tomakesuch paymenton such Distribution Date, the Contract Administrator shall deliver a no-tice to the Insurer and the applicable Specified HedgeCounterpartyor Counterparties that statesthe amount f the shortfall.

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Section 4.3. Prepaid Service Charges; HedgePayables4.3.L Prepaid Service Charges received by the Contract Administrator shall be used topay the first occurring Service Chargesand HedgePeriodic Payables of each Corporation.4.3.2. Receipts by the Contract Administrator of anaounts paid by the City underSection

7.02 of either Service Contract in respect of HedgePeriodic Payables shall be used to pay cur-rent and past due HedgePeriodic Payables, and once credited to the account referred to in See-tion 4.5.1 shall not be subject to direction to any other use by the Corporation.4.3.5. Receipts by the Contract Administrator of amountspaid by the City under Section7.02 of either Service Contract n respect of HedgeTermination Payables shall be used to paycurrent and past due HedgeTerminationPayables and once credited to the account retorted to inSection 4.5.1 shall not be subject to direction to any other use by the Corporation.

Section 4.4. Receipt and Disposition of HedgeReceivables and Investment Gain4.4.1. HedgeReceivables received by the Contract Administrator shall be used to satisfy~he Citys obligations in respect of then current or past due Service Chargesnot otherwise paid.4.4.2. To the extent that a balance of a paid HedgeReceivable remains after applicationin accordancewith Section 4.4.1, such balance shall be the property of the respective Corpora-tion.4.4.3, Gain from Authorized Investments received by the Contract Administrator fromthe investmentof Costs of Issuance and Prepaid Service Charges hall be paid to the City.

Section 4.5. Books and Records; Funds and Accounts; Trust Funds and Accounts4..~.L The Contract Administrator shall maintain books and records properly showingsatisfied Components. o facilitate maintaining proper records of ownership, the Contract Ad-ministrator shall establish the funds and accounts named n Exhibit 4.5 mad hall credit the re-

spective Components ending distribution and shall distribute the amountscredited thereto onthe respective Distribution Dates to the respective Entitled Persons.4.NZ n addition to bearing the nameof the particular fund or account, each fund or ac-count shall be captioned Detroit Retirement Systems FundingTrust 2005and shall identi~y theproperty owner(s)as set forth in Exhibit 4.5.4.~-7.3. In addition to the funds and accounts required by Exhibit 4.5, the Contract Ad-ministrator may stablish such other funds madaccounts as it determines necessary or appropri-ate.45.4. The funds and accounts required by Exhibit 4.~, and such other funds andcounts that the Contract Administrator establishes hereunder shall be held and administered as

trust funds and accounts.ectmn 4.6. Distribution Dates

Eachof the following dates is a Distribution Date.Dat._._.qe ComponentAsandWhenue....................... Contract Administrator PaymentsAmounts n respect of Hedge



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Periodic PayablesAmounts n respect of HedgeTermination PayablesFirstdayof a calendarmomh.................................. Any DeficiencyServiceChargeaymentates.............................. Service ChargesScheduledaymentsates ................ Regular Scheduled PaymentsSinking und nstalhnentDates ............. Sinking Fund InstallmentsOptional repaymentates ............ Optional Prepayment AmountsAccrued Service Charges

Section 4.7. Distributions of Service PaymentsOneach Distribution Date, the Contract Administrator shall distribute the amountof theComponentsatisfied since the last such Distribution Date to the respective Entitled Persons.

4.7.1 (1). If the Entitled Person is the Contract Administrator, the amountsof satis-fied Componentshall be paid to the Contract Administrator.4.7.1 (2). If the Entitled Person is the FundingTrust, the amountsof satisfied Com-ponents shall be distributed to the FundingTrust to be applied in accordance with theTrust Agreement.

(i) Amounts istributed to the Trustee representing satisfied Componentsconstituting Se~wiceCharges and Accrued Service Charges described in clause See-ond of Section 8.03 of each Service Contractshall be identified to the Trustee asDeficit Interest Related Payments;(ii) Amounts istributed to the Trustee representing satisfied Componentsconstituting Regulm"Scheduled Paymentsdescribed in clause Fourth of Section 8.03of each Service Contract hall be identified to the Trustee as Deficit Principal Re-lated Payments;

(iii) Amounts istributed to the Trustee representing satisfied Componentsconstituting SimkingFund Installments described in clause Fourth of Section 8.03 ofeach Service Contract hall be identified to the Trustee as Deficit Principal RelatedPay~nents;(iv) Amounts istributed to the Trustee representing satisfied Componentsconstituting Service Charges described in clause Third of Section 8.03 of each Ser-vice Contracthall be identified to the Trustee as Interest Related Payments;(v) Amounts istributed to the Trustee representing satisfied Componentsconstituting Regular ScheduledPaymentsand Sinking Fund Instalhnents described inclause Fifth of Section 8.03 of each Service Contract hall constitute and be identi-

fied to the Trustee as, respectively, Principal Related Paymentsand Sinking FundRelated Payments; and(vi) Amounts istributed to the Trustee representing satisfied Componentsconstituting Optional Prepayment Amounts nd Accrued Service Charges describedin clause Eighth of Section 8.03 of each Service Contract hall be identified to theTrustee as RedemptionRelated Payments.

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Section 6.3. RemediesUpon the occurrence of an Event of Default and during the continuance thereof, the Con-tract Administrator mayand shall, at the request of Certificateholders representing either:

(i) at least 25 percent in principal amount of Outstanding Certificates, thepaylnents on which have not been made as a result of such Event of Default (AffectedCertificates), or

(ii) at least 50 percent in principal anaount of all Outstanding Certificates,en lbrce the Service Contract under which the Event of Default occurred by such remedies as areavailable to the Contract Administrator.Section 6.4. Contract Administrator May File Proofs of Claim

6.4.L If an event occurs described in any Service Contract Acceleration Clause and ajudicial proceeding is commencedn comaection therewith, the Contract Administrator is entitledand empowered, by intervention in such proceeding:6.4.1(1). to file and prove a claim for the whole amount of the Funding Trust Re-ceivables then due and payable and to file such papers and documents as may be neces-sary or desirable in order to have the claims of the Contract Administrator (including anyclaim for reasonable compensation, expenses, disbursements and advances of the Con-

tract Administrator, its agents or counsel) and of the Certificateholders allowed in suchjudicial proceeding; mad6.4.1(2). to collect and receive any amounts payable or deliverable on any suchclaims mad o distribute the same;

and any trustee (or similar official) in any such judicial proceeding is hereby authorized by theFunding Trust to make such payments to the Contract Administrator, and in the event the Con-tract Administrator shall consent to making of such payments directly to the Trustee, to pay tothe Contract Administrator any amount due to it for the reasonable compensation, expenses, dis-bursements and advoaaces of the Contract Administrator, its agents or counsel.

6.4,2. Nothing herein contained shall authorize the Contract Administrator to authorizeor consent to or accept or adopt on behalf of any Certificateholder may plan of adjustment orcomposition affecting the Certificateholders or the rights of any Holder, or to authorize the Con-tract Administrator to vote in respect of the claim of any Certificateholder in any such proceed-ing.Section 6.5. Application of MoneyCollected.

Any lnoney collected or received by the Contract Administrator pursuant to this Articleshall be applied in the order of the Service Contract Priority Sections except as otherwise pro-vided in Section 4.8.2.Section 6.6. No Duty of Inquiry

6.6.1. The Contract Administrator is under no duty to inquire into the performance bythe City of its obligations under the Service Contracts; however, if the Contract Administratorreceives notice (a Default Notice) fiom Holders of either

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(i) at least 25 percent in principal amountof the Outstanding AffectedCertificates or(ii) at least 50 percent in principal amount f all OutstandingCertificates

specifying the failure of the City to pay FundingTrust Receivables hen the Contract Administra-tor shall give notice of such failure to the City and demmadhat such failure be remedied.6.6.2. Upon eceipt of any Default Notice, the Contract Administrator shall give noticeto all Certificateholders and the Specified HedgeCounterparties that did not join in such DefaultNotice.Section 6.7. Notice of Defaults.

6. ZL Promptly upon obtaining actual knowledgeof the occurrence of any Event of De-limit, the Contract Administrator hall give written notice of such Eventof Default by mail to allCertificateholders, Specified HedgeCounterparties and Rating Agenciesunless such Event ofDethult has been cured or waived.6. 7.2. Any nsurer who s not then in default under its Credit Insurance shall be entitled

to receive all notices in respect of Certificates insured by it, madno notices under Section 6.7.1shall be sent to the Holdersof such Certificates.Section 6.8. Limitation on Suits by Certificateholders.

No Certificateholder shall have any right to institute any proceeding, judicial or other-wise, under or with respect to the Service Contractunless6.8.1(1). such Holder has previously given written notice to the Contract Ad-ministrator of an Eventof Default that is then continuing;

the Holdersof eitherat least 25 percent in principal amountof the Outstanding Affected

6.8.1(2).i)Certificates or

(ii) at least 50 percent in principal amount f all OutstandingCertificateshave madewritten request to the Contract Administrator to institute proceedings in re-spect of such Event of Default in its ownname s Contract Administrator;

6.8.1 (3). such Holder or Holders have offered to the Contract Administrator sat-isfactory indemnityagainst the costs, expenses and liabilities to be incurred in compli-ance with such request;6.8.1(4). the Contract Administrator or 30 days after its receipt of such notice,request and offer of indemnityhas failed to institute any such proceeding;and6.8.1(5). in the case of a written request madepursuant to Section 6.8.1(2) frolnthe Holdersof at least 25 percent in principal amount f the Outstmading ffected Certifi-cates, no direction inconsistent with such written request has been given to the ContractAdministrator during such 30-day period by the Holders of a greater percentage of theHolders of OutstandingAffected Certificates (for the avoidance of doubt, this paragraphdoes not apply whena written request has been madepursuant to Section 6.8.1(2) fronlHoldersof at least 50 percent in principal amount f all OutstandingCertificates);

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it being understoodand intended that no one or moreHoldersof Certificates shall have any righlin any mannero affect, disturb or prejudice the interest of the parties hereto or the rights of mayother Holders of Certificates, or to obtain or to seek to obtain priority or preference over anyother Holders or to enforce any right under any Service Contract, except in the mannerhereinprovided nd for the equal and ratable benefit of all Entitled Persons.Section 6.9. Control by Majority

6.9. L The Holders of a majority in principal amoumf all OutstandingCertificates havethe right to direct the time, method and place of conducting any proceeding for may remedyavailable to the Contract Administrator to exercise any powerexercisable by the Contract Ad-mi nistrator (including any proceeding nstituted following he delivery of notice pursuant to Sec-tion 6.8.1(2)); provided hat such direction is not in conflict with any rule of law or this Agree-ll)ent.

gg.z Notwithstandingany other provision hereof, any Insurer not then in default underits Credit Insurance hall:6.9.2(1). be treated as the Holder of Outstanding Certificates equal to the principalamoumf Certificates insured by it for the purposes of actions permitted to be taken byCertificateholders under this Article mad or the purposeof giving all other consems,di-rections and waivers that Certificateholders maygive; and6.9.2(2). control all actions that maybe taken by any Specified HedgeCounter-party that is the beneficiary of such Credit Insurance, including for purposes of actionspermitted to be taken by such Specified HedgeCounterparty under this Agreementandfor the purposes of giving all other directions, consents and waivers that such SpecifiedHedgeCounterparty may give.

Section 6.10. Actions by Beneficial Owners6.111.1. For the purpose of providing any consent, waiver or instruction to the ContractAdministrator; ttoMer and Certificateholder includes a Person whoprovides the ComractAd-ministrator an affidavit of beneficial ownership f a Certificate together with satisfactory indem-nity against any loss, liability or expense o the Contract Administrator o the extent that it actson the affidavit of beneficial ownership including any consent, waiver or instruction given byPerson providing such affidavit and indemnity).6.111.2. The principal amountof Outstanding Certificates ownedby a Beneficial Ownermeeting the requirernents of Section 6.10.1 shall be deemedheld by such Beneficial Owner nd~o~held by Certificateholders for the purposesof providing any consent, waiver or instruction tothe Contract Administrator.

Article VII ~ Concerningthe Contract AdministratorSection 7.1. Certain Duties and Responsibilities.7.LL Except during the continuance of an Event of Default:

7.1.1(1). the Contract Administrator undertakes to perform such duties and onlysuch duties as are specifically set forth in this Agreement, nd no implied covenants orobligations shall be read into this Agreement gainst the Contract Administrator and no

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permissive power or authority availability to the Contract Administrator shall be consid-ered a duty; and

7. l. 1 (2). in the absence of bad faith on its part, the Contract Administrator mayconclusively rely, as to the truth of the statements and the correctness of the opinions ex-pressed therein, upon certificates, documents, other instruments or opinions furnished tothe Contract Administrator and conforming to the requirements of this Agreement or theService Contract; but in the case of any such certificates, documents, other instruments oropinions which by any provision hereof or thereof are specifically required to be fnr-nished to the Contract Administrator, the Contract Administrator is under a duty to exam-ine the same to determine whether or not they conform to the requirements of thisAgreement.7.1.2, /./an Evemof Default occurs and is continuing, then the Contract Administratorshall exercise such of the rights and powers in respect of Funding Trust Receivables and use the

same degree of care and skill in their exercise as a prudent corporate trustee would exercise orLlse under the circumstances.7.1.3, No provision of this Agreement shall be construed to relieve the Contract Ad-ministrator from liability for its ownnegligent action, its ownnegligent failure to act, or its ownwillful misconduct, except that

7.1.3(1). this subsection shall not be construed to limit the effect of Section7.1.1.7.1.3(2). the Contract Administrator shall not be liable for any error of judgment

made n good faith by an authorized officer of the Contract Administrator, unless it isproved that the Contract Administrator was negligent in ascertaining the pertinent facts;7.1.3(3). the Contract Administrator shall not be liable with respect to any ac-tion taken or omitted to be taken by it in good faith in accordance with the direction ofthe Holders of a majority in principal amount of all Outstanding Certificates relating to

the time, method and place of conducting any proceeding for any remedy available to theContract Administrator, or exercising any trust or power conferred upon the ContractAdministrator, by or under this Agreement; and7.1.3(4). no provision of this Agreement shall require the Contract Administra-tor to expend or risk its own funds or otherwise incur any financial liability in the per-

formance of any of its duties hereunder or thereunder, or in the exercise of any of itsrights or powers, if it shall have reasonable grounds for believing that repayment of suchfunds or adequate indemnity against such risk or liability is not reasonably assured to it.7.1.4. Whether or not therein expressly so provided, every provision of this Agreementrelating to the conduct or affecting the liability of or affording protection to the Contract Admin-

istrator is subject to the provisions of this Article.Section 7.2. Certain Rights of Contract Administrator.

Except as otherwise provided in Section 7.1.1:7.2.1(1). The Contract Administrator may rely and shall be protected in actingrefiaining from acting upon any resolution, certificate, statement, instrument, opinion, re-

port, notice, request, direction, consent, order, bond, debenture, or other paper or docu-1~74114 0058/394243 1 714-04112-swr Doc 1-5 Filed 01/31/14 Entered 01/31/14 17:33:52 Page 21 of 47


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mcnt believed by it to be genuine and to have been signed or presented by the [?roperparty or parties.7.2.1(2). Any request, direction or consent of a Corporation mentioned in thisAgreement hall be sufficiently evidenced respectively by a Corporation Request, Corpo-ration Order or Corporation Consent.7.2.l(3). Whenevern the administration of this Agreement, any Service Contractor any Stated Hedge he Contract Administrator shall deem t desirable that a matter beproved or established prior to taking, suffering or omitting any action hereunder, the Con-tract Administrator unless other evidence be herein specifically prescribed) may, ll theabsenceof bad faith on its part, rely upon certificate of a representative of the particularCorporation.7.2.1(4). The Contract Administrator may consult with counsel, and the writtenadvice of such counsel is full and completeauthorization and protection in respect of anyaction taken, suffered or omitted by the Contract Administrator hereunder in good faithand in reliance thereon.7.2.1 (5). The Contract Administrator is under no obligation to exercise any of therights or powersvested in it by this Agreementt the request or direction of any of theCertificateholders pursuant to this Agreement,unless such Certificateholders shall haveoffered to the Contract Administrator reasonable security or indemnity against the costs,expenses and liabilities whichmight be incurred by it in compliancewith such request ordirection.7.2.1(6). The Contract Administrator shall not be bound to makeany investigationinto the facts or matters stated in any resolution, certificate, statement, instrument, opin-ion, report, notice, request, direction, consent, order, bond, debenture, or other paper ordocument,but the Contract Administrator, in its discretion, maymake uch further in-quiry or investigation into such facts or matters as it may ee fit.7.2.1 (7). The Contract Administrator may execute any of its powers heretmderperform any duties hereunder either directly or by or through agents or attorneys and theContract Administrator shall not be responsible for any misconductor negligence on thepart of any agent or attorney appointedwith due care by it hereunder.7.2.1(8). Except as provided in Section 7.3, the Contract Administrator shall haveno duty to see to the recording, filing or registration of any instrument or documentin-cluding financing or continuation statements or filing under tax or security laws) or anyrerecording, efiling or re-registration.7.2. I(9). The Contract Administrator shall have the right at any time to seek in-structions concerning the administration of the Service Contracts from any court of com-

petent jurisdiction.7.2.1 (10). The Contract Administrator shall not have any responsibility to examineor review and shall have no liability for the contents of any documents ubmitted to ordelivered to any Certificateholder or any other Person n the nature of an official state-mentor offering circular, preliminaryor final.

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Section 7.3. Specific Duties of the Contract AdministratorExcept during an Event of Default or as required by applicable law, the duties of the Con-

tract Administrator are limited to the following:7.3.1(1). deliver notice to the City to pay Hedge Payables pursuant to Section 7.02

of the respective Service Contract;7.3.l(2). continue the financing statements filed with respect to the Funding TrustReceivables and Hedge Payables;7.3.1 (3). take such actions in the name and stead of either Corporation as mayrequired by Section 5.4;7.3.1 (4). the specific duties set forth in Article II to receive Service Payments;7.3.1(5). the specific duties set forth in Articles IV and VI;7.3.1(6). notify the City of any realized loss resulting from the investment of In-vestable Funds, demand immediate payment of such loss and receive payment of such

loss;7.3.1 (7). pay to the City any realized gain from the investment of Investable Funds

or otherwise apply such gain in accordance with ~ection 7.04 of each Service Contract;7.3.1(8). perform such duties, if any, as may be required to be performed by theContract Administrator in the Specific Terms of a Service Contract;7.3.1 (9). the specific duties set forth in Article X; and7.3.1 (10). receive, recognize and give effect to a Notice of Transfer Event.

Section 7.4. May Hold Certificates.The Contract Administrator, in its individual or any other capacity, may become the

owner or pledgee of Certificates with the same rights it would have if it were not Contract Ad-ministrator.Section 7.5. Money Held in Trust.

Money eld by the Contract Administrator in trust hereunder need not be segregated fromother funds except to the extent required by law or by other provision of this Agreement. TheContract Administrator shall be under no liability for interest on m~ymoney eceived by it here-tll3der.

Section 7,6. Compensation and Reimbursement7.6.1. The Contract Administrator is entitled to payment or reimbursement:

7.6.1(1). from time to time for reasonable compensation for all services ren-dered by it hereunder; and

7.6.1 (2). except as otherwise expressly provided herein, upon its request, for allreasonable expenses, disbursements and advances incurred or made by the Contract Ad-ministrator in accordance with any provision of this Agreelnent (including, without limi-tation, the reasonable compensation and the expenses and disburselnents of its agents and

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counsel), except any such expense, disbursementor advanceas maybe attributable to theContract Administratorsnegligence, willful misconduct r bad faith.7.6.2. The Contract Administrator s also entitled to indemnification for, and to be heldharmless against, any loss, liability or expense incurred without negligence, willful misconductor bad faith on its part, arising out of or in connectionwith the acceptance or administration of

this Agreement r the exercise of it powers hereunder, including the costs and expenses of de-fending tself against any claim or liability in connectionwith the exercise or performance f anyof its powersor duties hereunder.7.6.3. The compensation, expenses and indenmification of the Contract Administratorhereunder shall constitute Contract Administrator Payments, a Component f Service Paymentsas provided n the Service Contracts.

Section 7.7. Lien of Contract AdministratorThe Contract Administrator shall not have any lien on any funds held by it under thisAgreement.

Section 7.8. CorporateContract Administrator Required; Eligibility.7.8.L There shall at all times be a Contract Administrator hereunder which is a trustcompany r bank with trust powers organized under the laws of the United States of Americaorof any state of the United States with a combined apital mad urplus of at least $50,000,000. /"s~ch corporation publishes reports of condition at least amaually, pursuant to law or to the re-quirementsof such supervising or examining uthority, then for the purposes of this Section, thecombined apital and surplus of such corporation shall be deemedo be its combined apital andsurplus as set forth in its most ecent report of conditionso published.7.8.2. The Contract Administrator shall resign immediately n the maimerand with theeffect specified in this Article if it becomesneligible under his Section.

Section 7.9. Replacementof Contract Administrator.7.9.L No Vacancy.

No resignation or removal of the Contract Administrator and no appointmentof a succes-sor Contract Administratorpursuant to this Article shall be effective until the successor ContractAdministratoraccepts its appointment s provided n this Section.7.9.2. Resignation.The Contract Administrator may esign at any time, but such resignation shall become f-/cctive only in accordancewith Section 7.9.1, above. A resigning Contract Administrator shallgive notice of its resignation o eachInsurer.7.9.3. Removalby Certificatehoiders.

7.9.3(1). The Holders of a majority in principal amountof Outstanding Certifi-cates may emove he Contract Administrator by so notifying the Contract Administrator.7.9.3(2). If the Contract Administrator becomes neligible under Section 7.8,any Certificateholder maypetition a court of competent urisdiction for the appointmentof a successor.



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7.9.4. Appointment of Successor.7.9.4(1). The retiring Contract Administrator or the Corporations mayappointsuccessor at any time prior to the date on whicha successor Contract Administrator takesolfice.7.9.4(2). If a successor Contract Administrator does not take office withindays after the retiring Contract Administrator esigns or is removed, ny Certificateholdermaypetition a court of competent urisdiction for the appointmentof a successor Con-tract Administrator.7.9.4(3). Within one year after a successor Contract Administrator appointedthe Corporationsor a court of competent urisdiction takes office, the Holdersof a major-it 5, in principal amountof Outstanding Certificates mayappoint a successor ContractAdministrator o replace such successor Contract Administrator.

7.9.:f. Acceptance of Appointment.7.9.5(1). A successor Contract Administrator shall deliver written acceptance

its appointmento the retiring Contract Administrator,each of the other parties hereto andto each Insurer. Thereupon he resignation or removal of the retiring Contract Adminis-trator shall be effective, and the successorContractAdministrator hall have all the rights,powersand duties of the Contract Administrator under the Trust Agreement.7.9.5(2). The successor Contract Administrator shall mail a notice of its succes-sion to the Certificateholders.7.9.5(3). Upon he appoilmnent of a successor Contract Administrator becomingeffective as provided n this Section, the retiring Contract Administrator shall promptlytransfer all property held by it as Contract Administrator to the successor Contract Ad-ministrator.

Section 7.10. Merger, Consolidation and Succession to Business.7.10.1. If the Contract Administratorconsolidates, mergesor converts into, or transfersall or substantially all its corporate trust business to, another corporation, the successorcorpora-tion without any further act shall be the successor Contract Administrator~/such successor cor-poration is eligible underSection 7.8.7.I0.2. The successor Contract Administratormayadopt the authentication of Certificatesauthenticated by the predecessor Contract Administrator and deliver such Certificates with thesame ffect as if the successor Contract Administratorhad authenticated such Certificates.

Article VIII -- Enforcement f RightsSection 8.1. Effectiveness of Article

At any time of determination, his Articleshall be in force and effective ./f, but only if alllnsurers are then in default under heir respective Credit Insurance.Section 8.2. Article Controlling

Whetheror not herein expressly so provided, every provision of this Agreementelatinglo the enforcementof rights and remedies by mayof the parties hereto, and their successors and

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assigns, is subject to the provisions of this Article notwithstandinganything in this Agreemenlto the contrary.Section 8.3. Certain Definitions

A.f.fected Parties means he Holders of Outstanding Certificates madSpecified HedgeCounterparties affected by a particular Article 8 Event of Default; affected OutstandingCertifi-cates and affected Stated Hedgeshave correlative meanings.

Article 8 Event of Defaultmeans ny Event of Default described in Article VI or the City-lhils to pay any HedgePayable as and when he sameshall become ue.(.kmtrolling Affected Parties meanson any particular date the Affected Parties in goodstanding having majority of the Article 8 pro rata interests.EnforcementCommitteemeans he committeeestablished pursuant to this Article.Enforcement Officer means the same Person as the Person who s acting as ContractAdministrator but in its separate capacity and not as Contract Administrator unless maduntil a

successor EnforcementOfficer is selected and thereafter EnforcementOfficer meanssuch sue-CCSSOI.Section 8.4. Determinationof Article 8 Pro Rata

o.4.1. TheCombinedDenominatoror determining Article 8 pro rata interests is thesumof (i) the total principal amount f all then affected Outstanding ertificates and(ii) the totalol" the naaximumermination paymentsof the affected Specified HedgeCounterparties insuredunder the Credit Insurance.8.4.2. When sed with respect to affected Outstanding Certificates, Article 8 pro ratameans fraction, the numeratorof which s the principal amount f the particular affected Out-standing Certificate and the denominatorof which is the Combined enominator.g.4.3. When sed with respect to affected Stated Hedges, Article 8 pro rata means a[~raction, the numeratorof which s the maximumermination paymentsof the particular affectedSpecified HedgeCounterparty insured under the Credit Insurance and the denominator of whichis the CombinedDenominator.g,4,4, Article 8 pro rata interests determined for the purposes of Section 8.7.1(2)0),shall be determined for all Certificateholders and all Specified HedgeCoumerparties withoutconsideration of whetheror not they are affected by the particular Article 8 Eventof Default.

Section 8.5. Determination of Good StandingAnAffected Party is in goodstandingas of any particular date when t, or it and all oth-

ers acting with it on a collective basis, have met all requirementsby the EnforcementOfficer forcontributions to payments f its fees, expensesand indemnification.Section 8.6. Insurers

Any nsurer not in default under its Credit Insurance hat is insuring Article 8 pro rata in-lerests of an AffectedParty shall be the only AffectedParty with respect to those interests for allpurposesof this Article.1t~74114 0058/394243 2214-04112-swr Doc 1-5 Filed 01/31/14 Entered 01/31/14 17:33:52 Page 26 of 47


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Section 8.9. Establishment of EnforcementCommittee8.9.1. Within 30 days after having knowledgeof an Article 8 Event of Default whetherin its capacity as EnforcementOfficer or indirectly as Contract Administrator, the EnforcementOfficer shall notify the parties hereto and call the initial meetingof the Enforcement ommittee.8. 9.2. If the EnforcementOfficer will be requiring indemnityor any fees and anticipatedepenses o be provided in advanceof taking any action, the EnforcementOfficer shall indicatesuch requirements n its notice.8.9.3. Eachparty hereto attending the initial meeting hall establish to the satisfaction ofthe Enforcement fficer that it is an AffectedParty and its Article 8 pro rata interests.

Section 8.10. Meeting RequiredNo action or direction of the EnforcementCommittees effective for any purpose of thisArticle unless it is duly authorized at a meeting of the EnforcementCommittee.

Section 8.11. Notice of Meeting of EnforcementCommittee8.1LLNotice shall be given not less than ten Business Daysbefore a meeting of the En-lbrcement Committee.

8.11.1(1). Notice to the Holders of the affected Outstanding Certificates (includingBeneficial Owners s provided in Section 6.10) shall be given as provided in Section 6.7,and all Beneficial Owners f such Outstanding Certificates shall be boundby any actionproperly taken at the meeting alled in such notice.8.11.1(2). Notice to the affected Specified HedgeCounterparties shall be giventhemat their respective notice addresses n this Agreement.

8.II,2, Notice maybe waived before, at or within two Business Days after a meeting.AnyPerson entitled to notice of a meeting shall be conclusively presumed o have had propernotice of such meeting fsuch Person attends such meeting other than for the sole purpose of ob-jecting to the holding of such meeting.8.I1.3. Anydefect in the giving of notice shall not invalidate such notice or any actiontaken at a meetingpursuant thereto if a majority of Article 8 pro rata interests of, respectively,the affected Holders of OutstandingCertificates and the affected Specified HedgeCounterpartiesreceived or waivedproper notice.8.II,4, Eachnotice shall specify the time and location of the particular meetingand pro-vide a summarytatement of the purpose of the meeting.

8.11.4(1). Each meeting shall be held at a location determined by the EnforcementOfficer in the City of Detroit, Michigan,or at such other city agreed to by the Enforce-mentOfficer and concunem ajorities of the Article 8 pro rata interest of the Holdersofaffected OutstandingCertificates and of the affected Specified HedgeCounterparties.8.11.4(2). A sumnaary tatement of the purposes of such meeting is not requiredstate any particulars thereof or the actions to be proposed hereat.



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Section 8.12. Meetings of EnforcementCommittee8.12.L No neeting of the EnforcementCommitteehall be effective if it is not held pur-suant to notice given in accordancewith Section 8.11.,~.12.2. OnlyAffected Proties in goodstanding are permitted to vote at a meetingof the

l~nlbrcement Committee.8.12.3. A single Affected Party in goodstanding present at a meeting of the EnforcementComnaittee onstitutes a quorumor the purposes of that meeting.8.12.4. The EnforcementOfficer shall adjourn any meeting of the EnforcementCommit-tee sine die at whicha quorums not present; provided hat

8.12.4(1). the EnforcementOfficer, at its election, mayadjourn such meeting today certain not more han 10 days after the date of such meeting;8.12.4(2). an adjourned meeting mayonly be adjourned sine die; and8.12.4(3). an adjourned meeting is subject to the notice requirements of Section8.11.

8.12.5. All actions at an EnforcementCommitteemeeting shall be taken by affirmativevote of a majority of the Article 8 pro rata interests of the AffectedParties present and voting atsuch meeting.8.12.6. Meetings of the EnforcementCommitteemay be conducted by telephone so longas the participants in the meeting an concurrently speak to and hear each other,8.12. 7. Affected Parties in good standing mayparticipate in a meeting n person or byrepresentative or by telephone.

Section 8.13. EnforcementCommitteeActions BindingAll actions properly taken by the EnforcementCommittee r by the EnforcementOfficerare binding on every Certificateholder and Specified HedgeCounterparty.

Section 8.14. Duties of EnforcementOfficerSubject to Section 8.18, the EnforcementOfficer only has the duty to (i) call the initialmeeting of the EnforcementCormnittee and (ii) follow proper directions of the EnforcelnentCommittee.

Section 8.15. Control by EnforcementCommittee,f.I.~L The EnforcementCommittee hall direct the time, methodand place of conduct-ing any proceeding for any remedyavailable to the EnforcementOfficer to exercise any power

exercisable by the EnforcementOfficer.g.IS".Z Except for calling the initial meeting of the EnforcementCommittee, he En-lbrcement Officer shall only take such actions under this Article that are directed by the En-forcement Committee.

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Section 8.16. Actions for Equal and Ratable BenefitAll actions of the Enforcement Officer shall be taken for the equal and ratable benefit ofall Af/~cted Parties in good standing.

Section 8.17. Application of MoneyCollectedAll moneycollected by the Enforcement Officer shall be applied in accordance with the

Setvice Contract Priority Sections.Section 8.18. Certain Rights of the Enforcement Officer

The EnforcementOfficer shall have the rights set forth in this Section.8.18.1. The Enforcement Officer shall not be liable with respect to any action taken oromitted to be taken by it in accordance with any proper direction of the Enforcement Committee.8.18.2. No provision of this Agreement shall require the Enforcement Officer to expendor risk its own funds or otherwise incur any financial liability in the performance of any of itsduties hereunder or in the exercise of any of its rights or powers.8.18.3. ~hether or not expressly so provided, every provision of this Article relating tothe conduct or affecting the liability of or affording protection to the EnforcementOfficer is sub-

ject to the provisions of this Section.8.18.4. The Enforcement Officer may rely and shall be protected in acting or refrainingfiom acting upon any resolution, certificate, instrument, opinion, report notice, request, direction,

consent, order, bond, debenture or other paper or document believed by it to be genuine or tohave been signed or presented by the proper party or parties.~.18.5. Amydirection of the Enforcement Committee shall be evidenced by a certificateo l: the officer of the Enforcement Committee harged with maintaining the official records of theEnforcement Committee stating in effect that the document purporting to be such direction is inIact a true and complete copy of a direction duly given by the Enforcement Committee at a meet-

in~ at which a quorum was present and acted throughout.8.18.6. The Enforcement Officer (unless other evidence is herein specifically prescribed)

may, in the absence of bad faith on its part, rely on a certificate of a representative of an AffectedParty.8.18.7. The Enforcement Officer may consult with counsel, and the written advice of

~uch counsel is full and complete authorization and protection in respect of any action taken orsuffered or omitted by the Enforcement Officer hereunder in good faith and in reliance thereon.8.I8.8. The Enforcement Officer shall not be bound to make any investigation into thelacts or matters stated in any resolution, certificate, instrument, opinion, report notice, request,

direction, consent, order, bond, debenture or other paper or document,but the Enforcement Offi-cer. in its discretion, maymakesuch further inquiry or investigation into such facts or matters asit sees fit.8.18..0. The Enforcement Officer may execute any of its powers under this Article or per-torm any duties under this Article either directly or through agents or attorneys, and the En-Ibrcement Officer shall not be responsible for any negligence on the part of any such agent or

atlorney appointed with due care by it under this Article.1t~74114 0058/304243 2614-04112-swr Doc 1-5 Filed 01/31/14 Entered 01/31/14 17:33:52 Page 30 of 47


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Section 8.19. Compensation and Reimbursement8,19.1. The EnforcementOfficer is entitled to payment r reimbursement:

8.19.1(1). from time to time for reasonable compensation or all services ren-~lerecl by it hereunder; nd8.19.1 (2). except as otherwise expressly providedherein, upon ts request, for allreasonable expenses, disbursements and advances incurred or madeby the EnforcementOfficer in accordance with any provision of this Agreement including, without limita-tion, the reasonable compensation nd the expenses and disbursements of its agents andcounsel), except any such expense, disbursementor advanceas maybe attributable to theEnforcementOfficers negligence, willful misconduct r bad faith.

8.19.2. The EnforcementOfficer is also entitled to indemnification for, and to be heldharmless against, any loss, liability or expense incurred without negligence, willful misconductor bad faith on its part, arising out of or in connectionwith the acceptanceor administration ofthis Agreement r the exercise of it powers hereunder, including the costs and expenses ol" de-fending tself against any claim or liability in connectionwith the exercise or performance f anyof its powersor duties hereunder.

8,19.3. The compensation, expenses and indenmification of the Enforcement Officerhereunder shall be an Additional Service Payment nder the Service Contracts.Section 8.20. CorporateEnforcementOfficer Required; Eligibility.

,~.20.1. There shall at all times be an EnforcementOfficer hereunder which is a trustcompany r bank with trust powers organized under the laws of the United States of Americaor~[" any state of the Ulfited States with a combinedapital and surplus of at least $50,000,000. Jsuch corporation publishes reports of condition at least annually, pursuant to law or to the re-quirementsof such supervising or examining uthority, then for the purposes of this Section, thecombined apital and surplus of such corporation shall be deemedo be its combined apital and~urplusas set forth in its most ecent report of condition so published.

8.20.2. The EnforcementOfficer shall resign immediately in the mannerand with theeffect specified in this Articleif it becomesneligible under his Section.Section 8.21. Replacementof EnforcementOfficer.

8.21.1. No Vacancy.No resignation or removal of the EnforcementOfficer and no appointmentof a successor[~forcementOfficer shall be effective until the successor EnforcementOfficer accepts its ap-l_~intnaent as provided n this Section.g,21.2. Resignation.

8.21.2(1). The E~xforcementOfficer may esign at any time but only for a permittedreason, and such resignation shall becomeeffective only in accordance with Section8.21.1, above.

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ti ficates with the same effect as if the successor EnforcementOfficer had authenticated such Cer-l i fi cates.Section 8.23. Proof of Status

8.23.L A Person (other than a Beneficial Owner) shall prove its status as an Affected]arty by submitting an affidavit to the Enforcement Officer stating that such Person is a Certifi-cateholder or a Specified Hedge Counterparty and stating such facts, sufficient in the reasonablejudgment of the Enforcement Officer, as are necessary to show that it is an affected Certificate-holder or Specified Hedge Counterparty.

8.23.2, A Beneficial Ownershall prove its status as an Affected Party by submitting ana[:fidavit and indemnity to the Enforcement Officer meeting the requirements of Section 6.10 (asi l ~uch requirements were in respect of the Enforcement Officer) and by including in such affi-davit a statement of facts stating such facts, sufficient in the reasonable judgment of the En-9orcementOfficer, as are necessary to show hat it is affected by the particular Article 8 Event ofDe fault.

8.23.~. The principal anmumof Outstanding Certificates owned by a Beneficial Ownermeeting the requirements of Section 8.2~.2 shall be deemed held by such Beneficial Ownerandno/held by Certificateholdersor the purposes of this Article.Article IX ~ Agreements Among he Parties.Section 9.1. Sharing Excess Payments Among he Parties

Each party hereto agrees with each other party hereto that if any such party receivespayments in excess of or out of the order or priority established in the Service Contract PrioritySections, whether voluntary or involuntary, by realization upon security, tluough the exercise ofany right of set-off or bm~ers lien (whether based on commonaw, statute, contract or other-wise) (excluding applications of funds pursuant to non-default contract rights), by counterclaimor cross action or by the enforcement of any right hereunder or under any of the Service Con-tracts, that any such amountshall be returned to the Contract Administrator for proper distribu-tion in accordance with the amotmt, the order and priority as set forth in the Service ContractPriority Sections other than to the extent provided in Section 4.8.2.Section 9.2. Independent Actions by the Parties

Except as otherwise provided in Article VI or Article VIII, nothing contained in thisAgreement shall prohibit any Hedge Counterparty, the Funding Trust or may Certificateholdersflom exercising any rights, remedies or options it may have hereunder or under any Service Con-tract or at law or in equity, including, instituting legal action against the City, the Contract Ad-ministrator, any Corporation or mayother party hereto to obtain a judgment or other legal processin respect of such Contract Payment, but any funds received from the City, the Contract Admin-istrator, any Corporation or any other party hereto in counection with any recovery therefromshall be subject to the terms of the Service Contract Priority Sections of the respective ServiceContract; provided that, any action to enforce remedies with respect to Collateral may be takenonly by the applicable Insurer, or if such Insurer is in default under its Credit Insurance, a party~hat has a Creditor Lien on such Collateral.

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Section 9.3. Relation of Parties9.3.L This Agreements entered into solely for the purposes set forth herein, and, ex-cept as otherwise provided herein, no party assumes ny responsibility to any other party heretoto advise such other party of information knowno such other party regarding the financial con-dition of any other party or of any other circumstances bearing upon the risk of nonpayment f

any Contract Payment.9.3.2. Each party specifically acloaowledgesand agrees that nothing contained in thisAgreements or is intended to be for the benefit of the City and nothing contained herein shalllimit or in any waymodify ny of the obligations of the City to the parties.

Section 9.4. Acknowledgment f DocumentsEach party hereto (i) expressly acknowledges he existence and validity of the ServiceContracts and the Trust Agreement nd that it has had an opportunity to review the Service Con-tracts and the Trust Agreement,ii) agrees not to contest or challenge the validity of the ServiceContracts and the Trust Agreementnd (iii) agrees that the judicial or other determination of the

invalidity of the Service Contractsand the Trust Agreementhall not affect the provisions of thisAgreement.Section 9.5. Notice of Certain Events

9.5.1. The Contract Administrator agrees that, within one day after obtaining actualknowledge f the City failing to pay any amounts n respect of any Hedge ayable, it shall notifyeach other patty hereto of such occurrence.9.5.2. The Contract Administrator hall give the other parties hereto a copy of any noticeor other communication iven by it to or received from any other party hereto or the City withrespect to any Article 8 Eventof Default (even thoughArticle 8 maynot be in effect at the time)or with respect to any other occurrence that wouldgive any party hereto the right to exercise

remedies under any such documentsor this Agreement.9.5.3. Each party shall, within one Business Dayof its taking any action described inSection9.2, give each other party hereto notice of the taking of such action.Section 9.6. Remedies Not Waived.

No failure of a party hereto to perform any obligation or honor any agreementunder thisAgreementhall affect the obligations of the other parties under the Service Contracts or here-under; provided, however, hat the other parties hereto shall each have full right and power oenforce the obligations, covenants and agreements of each other party hereto directly againstsuch other party by suit for specific performance r claims for damages r a combinationof theforegoing. In the event of any dispute betweenor among ny of the parties hereto arising out ofthis Agreement,he prevailing party or parties shall be entitled to recover from the losing partyor parties, all fees, costs and expenses, ncluding, without imitation, attorneys fees, incurred bysuch prevailing party or parties in comaectionwith such dispute.



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Section 9.7. Possession of Collateral.Eachparty hereto agrees that, if at any time such party possesses Collateral or a CreditorLien thereon, such party holds such Collateral or Creditor Lien for the benefit of all the partiesthat have a Creditor Lien on such Collateral.

Article X ConcerningEach InsurerSection 10.1. Actions by Insurer

An Insurer mayexercise any poweror right given it by this Agreement nly if it is notthen in default under ts Credit Insurance.Section 10.2. Party in Interest

Each nsurer shall be includedas a party in interest and as a party entitled to (i) notify ei-ther Corporation, the Contract Administrator or any applicable receiver of the occurrence of anEventof Default and (ii) request the Contract Administratoror receiver to intervene in judicialproceedings hat affect the Certificates, the Stated Hedges r the security therefor, subject to theterms of this Agreement.The Contract Administrator is required to accept notice of an Event ofDefault from such Insurer.Section 10.3. Amendments; otice to Rating Agencies

Anyamendment r supplement o this Agreement r either Service Contract shall be sub-jcct to the prior written consent of each Insurer. EachRating Agency hall receive notice of eachamendment nd a copy thereof at least 15 days in advance of its execution or adoption. Eachinsurer shall be providedwith a full transcript of all proceedings elating to the executionof anysuch amendment r supplement.Section 10.4. Reporting

10.4.1. The Contract Administrator shall give each Insurer a copy of each Optional Re-demptionNotice it receives from a Corporation promptlyupon he receipt thereof and, if loaownto the Contract Administrator, the CUSIP umbersof the Certificates affected thereby. The sameinformationshall be provided o both Insurers.10.4.2. The Contract Administratorshall provide each Insurer with such additional infor-mation as the Insurer may easonably request from time to time that is known o the ContractAdministrator.

Section 10.5. Fees and Expenses10.~g.LThe Corporation hall pay or reimburseeach Insurer for any and all charges, fees,costs and expenses that the Insurer may easonably pay or incur in connection with the follow-ing:

10.5.1(1). the administration, enforcement, defense or preservation of any rightssecurity hereunder or under any document ontemplated hereby;10.5.1(2). the pursuit of any remedies hereunder or under any documentcontem-plated hereby or otherwise afforded by law or equity,



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11.6.3. Anyamendmenthat diminishes the rights and remedies of any such Third PartyBeneficiary without the prior written consent of such Third Party Beneficiary is acknowledgedohave the effect in fact of hindering, delaying and defraudingsuch Third Party Beneficiary.Section 11.7. Reliance on Representations and Warranties

Each party to this Agreement nd each Third Party Beneficiary shall be conclusively pre-sumed o have relied upon he representations and warranties contained herein, and such relianceshall survive any investigation madeby such Person.Section 11.8. Governing Law

The rights and obligations of the parties hereunder shall be governedby and construed inaccordancewith the law of the State of Michigan xclusive of its conflicts of law rules.Section 11.9. Headings

Article and Section headings in the Service Contract are included herein for convenienceof reference only and do not constitute a part of the Service Contract for any other purpose.Section 11.10. Integration

This Agreements intended by the parties as the final, completeand exclusive statemento1" the transactions evidenced by this Agreement.All prior contemporaneous romises, agree-ments and understandings relating to such transaction, whether oral or written, are deemedo besuperseded by this Agreement, nd no party is relying on maypromise, agreementor understand-ing not set forth or referred to in this Agreement.S ection 11.11. Counterparts

This Agreementmaybe executed in multiple counterparts, but all such counterparts takentogether shall evidence by one and the sameoriginal.

In WitnessWhereof,he parties hereto have set their respective hands on and as of thedate first written above.[Signatures appearon pages S-1 et seq.]

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[ S~k, natzae P ~c~e o Contract AdministrationAgreement amony the Detroit RetirementSystems Funding Trust 2005 the DetroitGeueral Retirement System Service Corporationand the Detroit Police and Fire Retirement SystemService Corporation, severally and not jointly,U.S. Banl~ National Association, separatelyand not as Truxlee of the Detroit Retirement,qivstents Funding Trust 2005, and the Other PersonsParties Hereto]

Detroit Retirement Systems Funding Trust 2005By U.S. Bank National Association, Trustee

By ~ayneVice President

U.S. Bank National Association,separatelyandnot as Trusteeof the Detroit RetirementSystemsFundingTrust 2005

By

I t~74114.0058/394243 S- l

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Signature Page to Contract AdministrationAgreement among he Detroit RetirementSystems FundingTrust 2005, the DetroitGeneral Retirement System Service Corporationand the Det