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The Trustee will establish and maintain a special trust fund to be held by the trustee called the Payment <br />Fund. Within the Payment Fund, the Trustee will establish and maintain the Interest Account, the Principal <br />Account, the Sinking Account and the Redemption Account. Under the Installment Purchase Agreement, the <br />City will pay the Installment Payments out of the Water Revenue Fund to the Trustee for deposit into the <br />Payment Fund. Subject to the provisions of the Indenture, all money in the Payment Fund will be set aside by <br />the Trustee in the following respective special accounts within the Payment Fund in the following order of <br />priority: (i) Interest Account, (ii) Principal Account, and (iii) Redemption Account. <br />A debt service reserve fund has not been established for the Bonds. <br />Application of System Revenues <br />The City has covenanted that all System Revenues, when and as received, will be received and held by <br />the City in trust for the benefit of Bondholders and payments with respect to Parity Obligations, and will be <br />deposited by the City immediately upon receipt in the Payment Fund, which the City has covenanted to establish <br />and maintain throughout the term of the Bonds. All Net System Revenues shall be disbursed, allocated and <br />applied solely to the uses and purposes set forth in the Indenture, and shall be accounted for separately and apart <br />from all other money, funds, accounts or other resources of the City. <br />All System Revenues in the Payment Fund shall be set aside by the City and applied in the following <br />order of priority: <br />(1) Operation and Maintenance Costs. The City has covenanted to pay all Operation and <br />Maintenance Costs of the Water System (including amounts reasonably required to be set aside in <br />contingency reserves for Operation and Maintenance Costs of the Water System, the payment of which <br />is not then immediately required) as they become due and payable. <br />(2) Installment Payments. The City covenants and agrees that all Net System Revenues <br />will be held by the City in the Payment Fund. On or before each Installment Payment Date the City <br />shall withdraw from the Payment Fund and transfer to the Trustee, for deposit in the Bond Fund, an <br />amount which, together with the balance then on deposit in the Interest Account, the Sinking Principal <br />Account and Redemption Account is equal to the aggregate amount of the Installment Payment coming <br />due and payable on the next succeeding hnterest Payment Date. Payment of debt service and all other <br />payments relating to principal and interest on or with respect to Parity Obligations shall be paid in <br />accordance with the terms of the Indenture and of such Parity Obligations without preference or priority, <br />and in the event of any insufficiency of such moneys, ratably without any discrimination or preference. <br />(3) General Expenditures. All System Revenues not required to be withdrawn pursuant to <br />the provisions of (1) and (2) above may be expended by the City at any time for any lawful purpose of <br />the City, including, but not limited to, for payment of any obligation subordinate to the Bonds or 'Parity <br />Obligations. <br />80A -154 <br />14 <br />