HomeMy WebLinkAbout1981-040 CRA
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RESOLUTION NO. 81-40
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF RESIDENTIAL
MORTGAGE REVENUE BONDS, ISSUE OF 1981, SERIES A
(PARTICIPATION PURCHASE AND LOAN TO LENDER PROGRAM)
TABLE OF CONTENTS
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ARTICLE I
STATEMENT OF AUTHORITY AND DEFINITIONS
Authority and Purp.ose. . . . . . . . . . . . . . . . . .. 2
Resolution Constitutes Contract. . . . . . . . . . . 2
Definitions................ .........2
Security and Nature of B.onds . . . . . . . . . . . . . . . . 13
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
Auth.orization of Bonds. . . . . . . . . . . . . . . . . . . 15
Purposes..............................15
DateandMaturities.........................15
InterestPa.l'l11ents..........................15
Denominations, Numbers and Letters. . . . . . . . . . . . . . . . . 15
PlaceofPayment..........................16
Conditions Precedent to Delivery of Bonds. . . . . . . . . . . . . .16
Sale of Bonds; Approval of Official Statement. . . . . . . . 17
DeliveryofBonds..........................17
Authority to Consummate Transaction. . . . . . . . . 17
Provisions for Refunding Issue. . . . . . . . . . . . . . . . . . .17
NoAdditionalBonds.........................18
ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
Medium of Pa.l'l11ent; Form and Date. . . . . . . . . . . . . . 19
Legends...............................19
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Application of Operatin9 Fund. . . . . . . . . . . . . . . . . . .
Application of Asset Accumulation Fund. . . . . . . . . .
Call of All Outstanding Bonds. . . . . . .
QuarterlyRep.orts.........................
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
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SecurityforDeposits....................... .38
Investment of Moneys Held by the Trustee. . . . . . . . . . . .. 38
Transfer t.o Revenue Fund. . . . . . . . . . . . . . . . . . . .. 39
ARTICLE VIII
THE TRUSTEE AND PAYING AGENT
Trustee App.ointment and Acceptance of Duties. . . . . . . . . . .
PayingAgent.'..........................
Resp.onsibilities of Trustee and Paying Agent. . . . . . . . . . .
FundsHeldinTrust.......... ..........
Evidence on Which Trustee May Act. . . . . . . . . . . . . . . . .
Trustee Rel i ance on Documents. . . . . . . . . . .
Compensation and Expenses. . . . . . . . . . . . .
Permitted Acts and Functions. . . . . . . . . . . . . . . . . . .
Resignation of Trustee. . . . . . . . . . . . . . . . . . . . . .
Removal of Trustee........................
Appointment of Successor Trustee. . . . . . . . . . . . .
Transfer of Rights and Property to Successor Trustee. . . . . . .
Merger, C.onversion or C.onsolidation. . . . . . . , . . . . . . . .
Resignation or Removal of Paying Agents and Appointment
.of Successors......................
ARTICLE IX
COVENANTS OF THE AGENCY
Payment.ofBonds.........................
Extensi on of Payment of Bonds and C.oupons. . . . . . . . . . . . .
Further Assurances. . . . . . . . . . . . . . . . . . . .
Power to Issue B.onds and Make Pledges. . . . . . . . . . . . . . .
AccountsandReports.............. .....
Special Hazard Insurance Premiums. . . . . . . . .
Personnel and Servicing of Mortgages. . . . . . . . . . .
Waiver of Laws......................
Compliance with Conditions Precedent. . . . . . . . . . .
Issuance .of Additional Obligati.ons . . . . . . . . . . . . . . . .
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Execution and Authentication. . . . . . . . . . . . . . . . . . . . 19
Interchangeability of Bonds. . . . . . . . . . . . . . . . . . . . . 20
Negotiability, Transfer and Registry. . . . . . . . . . . . 20
Transfer and Registration .of Bearer Bonds and C.oup.ons. . . . . . . .21
Transfer of Fully Registered Bonds. . . . . . . . . . . . . . .. 21
Regulations with Respect to Exchanges and Transfers. . . . . . .. 22
Bonds Mutilated, Destroyed, Stolen or Lost. . . . . . .. 23
Preparation of Definitive Bonds; Temporary Bonds. . . . . . . .. 23
ARTICLE IV
REDEIo'PTION OF BONDS
Privilege of Redemption and Redemption Price . . . . . . .
Selection of Bonds to be Redeemed by Lot.
Notice of Redemption.......................
Agency's Election to Redeem. . . . . . . . . . . . . . . .
PaymentofRedeemedB.onds.................... .
ARTICLE V
ESTABLISHMENT OF FUNDS AND ACCOUNTS;
APPLICATION OF BOND PROCEEDS AND OTHER MONEYS
Establishment of Funds and Accounts. . . . . . . . . . . . . . . .
Deposit.ofBondProceeds.....................
App 1 i cat i on of I ssuance Expense Account. . . . . . . . . . . . . .
Application of Mortgage Loan Program Account. . . . . . . . . . .
Application of C.ommitment Fees and Program Participation Fees. . .
Trustee Reliance on Documents. . . . . . . . . . . . . . . . . . .
QuarterlyReports.........................
ARTICLE VI
APPLICATION OF PLEDGED REVENUES AND OTHER MONEYS
Pledge of Revenues, Loan and Funds; Nature of Obligation.
Deposit of Pledged Revenues. . . . . . . . . . . .
Administration of Revenue Fund. . . . . . . . . . . . . . . . . .
Application of Interest and Principal Funds. . . . . . . . . . . .
Application of Sinking Fund. . . . . . . . . . . . . . . . . . . .
Application of Prior Redemption Fund. . . . . . . . . . . . . . .
Deficiencies in Bond Funds. . . . . . . . . . . . . . . .
Application of Debt Service Reserve Fund. . . . . . . . .
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Program Covenants........ .........
TaxCovenant...........................
Non-Arbitrage Covenant. . . . . . . . . . . . . . . . . .
Non-Arbitrage Certification. . . . . . . . . . . . . . . . . . . .
ReportstoRatingAgency.................... .
ARTICLE X
SUPPLEMENTAL RESOLUTIONS
1001. Supplemental Resolutions Effective Without
Consent of Bondholders. . . . . . . . . . . . . . . . .
1002. Supplemental Resolutions Effective with C.onsent
of Bondholders.........................
1003. General Provisions Relating to Supplemental Resoluti.ons. . . . . .
ARTICLE XI
AMENDMENTS OF RESOLUTION
1101. Powers of Amendment. . . . . . . . . . . . . . . .
1102. Consent of Bondholders. . . . . . . . . . . . . . . . . . . . . .
1103. M.odificati.ons by Unanimous Consent. . . . . . . . . . . . . . . .
1104. MailingandPublication......................
1105. Exclusion of Bonds........................
1106. NotationonB.onds.........................
ARTICLE XII
DEFAULTS AND REMEDIES
1201. Trustee to Exercise Powers .of Statutory Trustee. . . . . . . . . .
1202. Events of Default. . . . . . . . . . . . . . . . . . . . .
1203. Remedies............... ..........
1204. Priority of Payments After Default. . . . . . . . . . . . . . . .
1205. Termination of Proceedings. . . . . . . . . . . . . . . .
1206. Bondholders' Directi.on of Proceedings. . . . . . . . . . . . . . .
1207. Limitation on Rights of Bondholders. . . . . . . . . . . . . . . .
1208. Possession of Bonds by Trustee Not Required. . . . . . . . . . . .
1209. Remedies Not Exclusive. . . . . . . . . . . . . .
1210. N.o Waiver of Default. . . . . . . . . . . . . . . . . . . . . . .
1211. N.otice of Event of Default. . . . . . . . . . . . . . . .
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ARTICLE XIII
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF
OWNERSHIP OF BONDS
1301. Evidence of Signatures of Bondholders and
Ownership of Bonds.......................
ARTICLE XIV
DEFEASANCE
1401. Defeasance............................
ARTICLE XV
FORMS AND EXECUTION OF BONDS AND COUPONS
1501. Forms of Bonds and C.oupons .of B.onds . . . . . . . . . . . . . . .
ARTICLE XVI
MISCELLANEOUS
1601. Preservation and Inspection of Documents. . . . . . . . . . . . .
1602. Destructi.on of Bonds and Coupons. . . . . . . . . . . . .
1603. Parties of Interest. . . . . . . . . . . . . . . . . . . . . . .
1604. No Rec.ourse Under Resolution or on B.onds. . . . . . . . . . . . .
1605. Survi val of Covenants......................
1606. Severability............. ..,...
1607. Headings.......... ...............
1608. Conflict............... ..,...
1609. Effective Date. . . . . . . . . . . . . .
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RESOLUTION NO. 81-40
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE
OF RESIDENTIAL MORTGAGE REVENUE BONDS, ISSUE OF 1981, SERIES A
(PARTICIPATION PURCHASE AND LOAN TO LENDER PROGRAM)
WHEREAS, the Legislature of the State of Calif.ornia has authorized
redevelopment agencies to make l.ong-term, low interest loans thr.ough qualified
m.ortgage lenders and to make loans to lenders to finance residential
constructi.on in redevelopment project areas in .order to encourage investment
in and upgrading of such areas, and to issue bonds for the purp.ose of making
such loans; and
WHEREAS, all acts, conditions and things required by law to exist,
happen and be performed precedent to and in c.onnecti.on with the issuance .of
such revenue bonds exist, have happened and have been perf.ormed in regular and
due time, fonn and manner as required by law, and this Agency is now duly
empowered to issue such revenue bonds,
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
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ARTICLE I
STATEMENT OF AUTHORITY AND DEFINITIONS
101. Authority and Purpose. This Resolution is adopted under
authority and in accordance with the provisions of the Act, for the purpose of
facilitating the construction of high quality, affordable single family
residential dwelling units in the Project Areas of the C.ommunity Redevelopment
Agency .of the City of Santa Ana and f.or the purp.ose of establishing c.ovenants,
agreements and procedures to assure that Pledged Revenues received by or for
the Agency will be sufficient- for the repayment of the Bonds issued f.or this
purpose and that Pledged Revenues so received in excess of the amounts needed
for this purpose will be applied in accordance with law for other programs
auth.orized by the Act.
102. Resolution Constitutes Contract. In consideration of the
purchase and acceptance of any and all of the Bonds issued hereunder by those
who shall h.old the same from time to time, this Resolution shall be deemed to
be and shall constitute a contract among the Agency, the Trustee and the
H.olders of the Bonds and the coupons appertaining thereto. The pledge made in
this Resolution and the provisions, covenants and agreements herein set f.orth
to be performed by or on behalf of the Agency shall be for the equal benefit,
, pr.otection and security of the Holders of any and all of the Bonds and said
coup.ons. All of the Bonds and said coupons, without regard to the time or
times of their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Bonds or said coupons over
any other thereof, except as expressly provided in or permitted by this
Resolution.
103. Definitions. In this Resolution, unless a different meaning
clearly appears frOOl the context, the following terms have the following
respective meanings:
Accountant's Certificate means a certification or an opinion signed by
an Independent certified public accountant .or firm of certified public
accountants (who may be the accountant or firm that regularly audits the books
and accounts of the Agency) from time to time selected by the Agency.
Act means that part .of the Law consisting of Chapter 8 (commencing with
Section 33750) of Part 1 of Division 24 of the Health and Safety Code of the
State, amended as of the date of adoption of this Resolution.
Agency means the Community Redevelopment Agency of the City of Santa
Ana, a public body, corporate and politic, or such other entity as shall
hereafter succeed to the powers, duties and functions of the Agency.
Agreement to Advance Regarding Sub.ordination means the agreement s.o
designated by and among the Agency, the Trustee and the Lender pursuant to
which the Lender agrees to make timely payment to the Trustee of all scheduled
payments (subject to certain limits as set forth therein) due on the Agency's
Mortgage Loan Participations.
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Annual Budget means that portion of the annual budget of the Agency
allocable to the Program, as amended .or supplemented, adopted or in effect for
a particular Fiscal Year.
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Asset Accumulation Fund means
established and created by Secti.on 501.
Auth.orized Newspapers means a financial paper, .or a newspaper .of
general circulati.on in Los Angeles, California, and The Daily Bond Buyer or
.other financial newspaper circulated in New York, New Y.ork, each of which is
published at least .once a day- f.or at least five (5) days (other than legal
holidays) in each calendar week, and is published in the English language.
the Fund
by that
name which
is
Authorized Offi~er means the Chairman, Secretary, Executive Director .or
Assistant Executive Director of the Agency or any other person authorized by
resolution of the Agency to perform the act or sign the d.ocument in question.
Bearer B.ond or Coupon Bond means a Bond with coupons attached,
registerable as to principal only.
Bond or B.onds means any Bond or Bonds, as the case may be, authorized
and issued under this Resolution.
Bondholder .or Holder .or Holders .of Bonds or any similar term, when used
with respect to Bonds, means any person who shall be the bearer of any
Outstanding Bearer Bond or Bonds or the registered owner .of any Outstanding
B.ond or Bonds whi ch sha 11 at the time be reg i stered other than to bearer;
Holder, when used with respect to c.oupons, means any person who is a bearer .of
any such coupons.
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Bond Proceeds Fund means the Fund by that name which is established and
created by Section 501.
Bond Purchase Contract means the Purchase C.ontract, dated May 26, 1981,
by and between the Agency and the purchasers of the Bonds, Mill er & Schroeder
Municipals, Inc;, as manager for the purchaser of the Bonds, wherein the
Agency agrees to sell and the purchasers agree to purchase the Bonds.
Bond Register means the books kept hereunder by the Trustee for
registration and transfer of the Bonds.
Bond Year means each twelve (12) month period commencing on May 2,
1981, or on any May 2 thereafter.
Certificate of Projected Pledged Revenues
Certificate showing as of any particular date:
(1) for the current and each future Bond Year the scheduled or
estimated amount of Pledged Revenues to be received in each such Bond Year and
the Debt Service f.or each such Bond Year with respect to all Bonds to be
Outstanding inmediately after the issuance of the Certificate;
means
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(2) in each such Bond Year, the difference between (i) the Debt
Service referred to in (1) above, and (ii) the Pledged Revenues referred to in
(1) above;
(3) that (i) such scheduled and estimated Pledged Revenues and any
.other revenues, investment income or funds reasonably estimated by the Agency
to be available for the payment of such Debt Service referred to in (1) above
are in each such Bond Year in excess of such scheduled and estimated Pledged
Revenues and other revenues, investment income or other funds available to pay
budgeted or estimated Operating Costs in each such Bond Year will be
sufficient to pay budgeted or estimated Operating C.osts for each such Bond
Year, the payment .of which is not otherwise provided for; and
(4) if applicable, a schedule .of Permitted Investments purchased .or to
be purchased by or on behalf of the Agency for investment of moneys in the
Debt Service Reserve Fund.
City means the City of Santa Ana, California, or any body, auth.ority,
agency, or other entity which shall hereafter succeed to the powers, duties
and functions of the City.
Commitment Contract and Reservation of Funds means an agreement
designated "Commitment C.ontract and Reservatlon of Funds)" by and between the
Agency and the developer of a Project, and approved and accepted by the
Trustee and Lender pursuant to which funds are or wi 11 be reserved for
Mortgage Loans for Residences to be constructed within such Project.
Commitment Fees means (other than application fees) fees received by or
on behalf .of the Agency from the developer of a Project in c.onnection with a
reservation of funds pursuant to a Commitment Contract.
Condominium Project means the entire parcel .of real property divided,
or t.o be divided, pursuant to Section 1350, et seq., of the Civil Code of the
State, into cond.ominium Residences (as a condominium is defined in Section 7B3
of the Civil Code of the State), including all structures thereon.
Costs of Issuance means items of expense payable or reimbursable
directly or indirectly by the Agency and related to the authorization, sale
ànd issuance of Bonds, which items of expense shall include, but not be
limited to, printing costs, costs of reproducing and binding documents, filing
and recording fees, initial fees and charges of the Trustee and Paying Agency,
Bond discounts, legal fees and charges,' professi ona 1 consul tants I fees, costs
of credit ratings, fees and charges for execution, transportation and
safekeeping of Bonds, and travel expenses of the members, employees and agents
of the Agency, costs of insurance, including the initial annual premium for
Special Hazard Insurance, the set up and initial Mortgage Loan costs and
expenses of the Agency, and other costs, charges and fees in connection with
the foregoing.
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Counsel's 0 inion means an opinion signed by any attorney or fino of
attorneys who'may be the Agency counselor an attorney .or firm of attorneys
retained by the Agency in other connections) licensed to practice in the state
in which said attorney or firm maintains an office, selected by the Agency.
County Recorder means the County Recorder of the County of Orange,
California.
Debt Service means the sum .obtained for any Bond Year after the
c.omputation is made by totaling the following for each such Bond Year:
(1) The Principál Installment or Sinking Fund Installment payable in
such Bond Year; and
(2) The Interest Requirement accruing in such Bond Year on the
aggregate principal amount of Bonds which would be Outstanding in such Bond
Year if the Bonds Outstanding on the date of such computati.on were to mature
or be redeemed in accordance with the schedule of maturities for Outstanding
Bonds.
Debt Service Reserve Fund means the Fund by that name which is
established and created by Section 501.
Debt Service Reserve Requirement means an amount equal to the greater
of $1,858,500 .or 100% of the Maximum Annual Debt Service (r.ounded to the next
highest integral multiple .of $5,000) scheduled to be paid on the Bonds
(excluding Debt Service payable in the Bond Year ending May 1, 1984).
Depositary means any bank or trust company selected by the Agency and
approved by the Trustee as a depositary of moneys and securities held under
the provisions of this Resolution, and may include the Trustee.
Event of Default means any of the events so declared in Secti.on 1202.
Fair Market Value means, with respect to a Residence, the lower of (i)
the value of the Residence as determined by a qualified appraiser acceptable
to the Lender, or (ii) the sale price of the Residence.
Federal Agency means the United States of America or any agency,
department or instrumentality thereof including, but not limited to, the
Federal Housing Administration of the the Department of Housing and Urban
Development or the Veterans Administration.
Federal Securities means United States Treasury notes, bonds, bills or
certificates of indebtedness or those for which the full faith and credit .of
the United States are pledged for the payment .of principal and interest,
including United States Treasury (bo.ok entry) certificates, notes and bonds,
state and local government series.
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FHLr«: means the Federal Home Loan Mortgage Corporation or other agency
or instrumentality of the United States t.o which the p.owers of the Federal
Home L.oan Mortgage Corporation may hereafter be transferred.
Fiduciary or Fiduciaries means the Trustee, any Paying Agency, or any
of or all of them, as may be appropriate.
Financing means -the lending of moneys or any other thing of value f.or
the purpose .of facilitating Residential Constructi.on pursuant to the Act and
includes the making .of Mortgage Loans to purchasers of newly constructed
Residences and the making of a-Loan to Lender.
Fiscal Year means each twelve (12) month period conmencing with- the
first day of July and ending on the last day of the f.ollowing June.
FNMA means the Federal National Mortgage Association or other agency.or
instrumentality of the United States to which the powers of the Federal
National Mortgage Association may hereafter be transferred.
Fully Registered Bond means a Bond registered as to principal and
interest and payable to the registered owner.
Fund or Account means one or more of the Funds or Acc.ounts estab 1 i shed
and created by or pursuant to this Resoluti.on.
Hazard Insurance means insurance, issued by an insurer qual ified to
issue such insurance in the State, which provides coverage at least equal to
the following: (i) that provided by a dwelling building special form all risk
policy which insures the Residence from loss in an amount at least equal to
ninety percent (gO%) of the insurable value based upon the replacement c.ost of
the Residence (or, if applicable, the Cltndominium Project) or the principal
balance .owing on the Mortgage Loan (whichever is greater) and includes an
inflation coverage endorsement; and (ii) coverage insuring against risk of
loss due to earthquake in an amount equal t.o at least one hundred percent
(100%) of the outstanding principal balance of the Mortgage L.oan, subject to a
five percent (5)% deductible per occurrence; and (iii) on any Residence
designated as eligible f.or the National Flood Insurance Program, flood
insurance in an amount which is at least equal to the lesser of the amount set
forth under (ii) above or the maximum insurance available on anyone structure
under the National Flood Insurance Program. Hazard Insurance shall be carried
and paid for by the M.ortgagor or, in the case of a Condominium Project, by the
association of owners of the Condominium Project. Failure to carry Hazard
Insurance including earthquake insurance (in place at the time of origination
of the Mortgage Loan and maintained if such coverage is conmercially
availâble) shall constitute a default under the Mortgage.
Independent, when used with terms defining any professional, means any
person or firm, respectively, appointed by the Agency in such capacity, and
who, or each .of whom, has a fav.orable reputation in the field in which his
.opinion or certificate will be given, and:
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(1) is in fact independent and n.ot under d.omination of the
Agency; 'and
(2) is not connected with the Agency as an officer or employee
of the Agency, but wh.o may be regularly retained to make reports to the
Agency.
Interest Fund means the Fund by that name establ ished and created by
Secti.on 501.
Interest Payment Date means each date .on which interest .on any Bond is
required t.o be paid by this Res.olution.
Interest Requirement means, as .of any particular date .of ca1culati.on,
the sum of: (i) any unpaid interest then due, plus (ii) the interest to bec.ome
due on the Bonds on the next succeeding Interest Payment Date.
Issuance Expense Account means the Account by that name which is
establ ished and created by Section 501.
Issue Date means the date of the Bearer Bonds specified and determined
in accordance with Article II.
Law means the Conmunity Redevelopment Law (Part I, c.onmencing with
Section 33000, of Division 24 of the Health and Safety Code .of the State),
amended as of the date of adopti.on of this Resolution.
Lender or Mortgage Lender or Qual ified Mortgage Lender means Citizens
Savings and L.oan Association or any state or national bank or trust company,
savings and loan association, or mortgage banker which: (i) is authorized to
acquire, hold and deal in mortgages; (ii) is approved by the Federal Housing
Administration as a mortgagee of mortgages insured or guaranteed by the
Federal Housing Administration or the Veterans Administration; (iii) is
approved by the FNMA .or FHLMC as a sellerlservicer of lÍI.ortgages; (iv) has a
principal .office and place of business in the State; (v) is auth.orized to do
business in the State; and (vi) is authorized by the Agency to do business
with the Agency and to aid in Financing pursuant to the Act on behalf of the
Agency.
Loan means a loan made by the Agency to a Lender under and pursuant to
the Loan Agreement.
Loan Agreement means the agreement so designated by and among the
Agency, the Trustee and the Lender pursuant to which the Agency makes a Loan
t.o the Lender.
L.oan Repayment means, with respect to a Loan to Lender, the amount
payable with respect to the Loan to Lender pursuant t.o the Loan Agreement.
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Maximum Annual Debt Service means the largest amount of Debt Service
for the t.otal principal amount of the Outstanding B.onds except the final
maturity.
Mortgage means a deed .of trust .or other instrument which constitutes a
first deed of trust and lien in the State .on real pr.operty and improvements
thereon, together with a promiss.ory n.ote, the holder .of which is either the
Agency, the Trustee .or a Mortgage Lender, and the debt of which is secured by
real property located as required in the Act and improved or to be improved by
a Residence.
Mortgage Insurance or Private Mortgage Insurance means insurance issued
by a Mortgage Insurer under which the Mortgage Insurer, upon foreclosure or
other recovery proceedings and conveyance of a marketable title to the
mortgaged property, must pay a claim including unpaid principal, accrued
interest and expenses .of foreclosure or other recovery proceedings or in lieu
there.of may permit the mortgagee .or its assignee to retain title and may pay
an agreed percentage of the claim. In order to qualify as Private Mortgage
Insurance, the amount thereof must be at least equal to the percentage of the
initial principal amount of the Mortgage L.oan shown on the f.oll.owing schedule:
Ratio of M.ortgage Loan
To Fair Market Value
..
Insurance Coverage
In excess .of 90%,
In excess of 85%,
In excess .of 80%,
In excess of 75%,
In excess of 70%,
In excess of 60%,
60% or less
but not exceeding 95%
but not exceeding 90%
but not exceeding 85%
but not exceeding 80%
but not exceedin9 75%
but not exceedin9 70%
40%
35%
30%
25%
20%
15%
5%
Mortgage Insurer means Verex Assurance, Inc., or any person, approved
by the Agency, (i) licensed to insure mortgages in the State (ii) qualified to
provide insurance on mortgages purchased by FNMA or FHLMC and (iii) recognized
by Standard & Poor's Corporati.on as a mortgage insurer whose insurance p.olicy
may elevate the credit rating of securities secured by a pool of conventional
single-family mortgages to "AA".
Mortgage Loan means an interest-bearing obligation made for the purpose
of financing the acquisition of a Residence, secured by a Mortgage, the
payment of which shall be insured, in part, by M.ortgage Insurance.
Mortgage Loan Participation means the Agency's undivided ninety percent
(90%) interest in the Mortgage Loan Pool, as evidenced by a Participation
Certificate, all as provided for in the Mortgage Loan Participation Purchase
and Servicing Agreement.
Mortgage Loan Participation Purchase and Servicing Agreement means an
agreement so designated by and among the Agency, the Trustee and the lender
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pr.oviding for the purchase of the Mortgage Loan Participations and the
servicing of the Mortgage Loans.
Mortgage Loan Pool means all of the Mortgage L.oans,
c.o11ective1y and not as individual Mortgage Loans.
Mortgage Loan Pr.ogram means and includes any act or thing done by the
Agency, the Trustee, and any Mortgage Lender under the Resolution for the
purpose .of providing Financing for Residential Constructi.on including the
purchase of Mortgage L.oan Participations and the making of the Loan to Lender
in order to accomplish such Financing, for the purposes of alleviating the
shortage of, reducing the cost of, and encouraging and assisting Residential
Construction. .
considered
Mortgage Loan Program Account means the Account by that name which is
established and created by Secti.on 501.
Mortgagor means the obligor under a Mortgage Loan who qualifies as a
Participating Party under the Act.
Officer's Certificate means a certificate .of the Agency signed by an
Auth.orized Officer and filed with the Trustee.
Operating Expenses means Special Hazard Insurance premiums, accounting
expenses and fees and expenses .of the Trustee and any Paying Agent.
Operating Fund means the Fund by that name estab1 ished and created by
Section 501.
Outstanding, when used with reference to Bonds and as of any particular
date, describes all Bonds theretofore and thereupon being delivered, except:
(i) any Bond cancelled by the Trustee or any Paying Agent at or before said
date; (ii) any Bond for the payment or redemption of which either (a) moneys,
equal t.o the principal am.ount or Redemption Price thereof, as the case may be,
with interest to the date of maturity or Redemption Date, or (b) Federal
Securities or moneys as described and required under the provisions of
subsection (B) of Section 1401 shall have theretofore been deposited with the
Trustee in trust (whether upon or prior to maturity or the Redemption Date of
such Bond) and, except in the case of a B.ond to be paid at maturity, of which
notice of redemption shall have been given or provided for in accordance with
Article IV; and (iii) any Bond in lieu of or in substitution for which another
Bond shall have been delivered pursuant t.o the Resolution.
Participating Party means any pers.on, company, c.orporation,
partnership, firm or other entity or group of entities requiring Financing for
Residential Construction pursuant t.o the provisions of the Act; pr.ovided,
however, that no elective .officer of the State or any of its p.o1itica1
subdivisions nor employee of any redevelopment agency shall be eligible to be
a Participating Party.
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Participation Certificate means a certificate in the fonD provided for
in the Mortgage Loan Participation Purchase and Servicing Agreement evidencing
the ownership interest purchased by the Agency in the Mortgage Loan enumerated
therein.
Paying Agent means each bank or trust company or nati.onal banking
ass.ociation appointed pursuant to Section 802 to act as agent of the Agency
for the purpose of paying principal' and interest on the Bonds, and each
successor .or successors, and any other bank or trust c.ompany or national
banking association at any time substituted in its place pursuant to this
Resolution.
Permitted Encumbrances, when used with respect to Mortgage Loans, means
th.ose liens, covenants, conditions, restrictions, easements, encroachments or
rights which are customarily waived or accepted by prudent lending
institutions and the existence of which will not prevent the conveyance of
g.ood title to a mortgaged Residence if a claim for Mortgage Insurance benefits
with respect thereto shall thereafter be made by the Trustee or a Servicer on
behalf .of the Agency, and shall include those liens and encumbrances set forth
in the Sellers' Guide.
Permitted Investments means any of the foll.owing which at the time are
legal investments for the Agency under the laws of the State, and to the
extent provided by law, for the moneys held hereunder then proposed t.o be
invested therein: (i) time or demand deposits in, or other banking
arrangements with, any bank or trust c.ompany having aggregate capital and
surplus of at least $50,000,000 and authorized to accept deposits of public
funds (including the banking department of the Trustee), which are secured at
all times by b.onds or .other obligations which are authorized by law as
security for public deposits, .of a market value at least equal to the amount
required by law; (ii) any securities or'.obligations of a bank holding company,
the principal banking subsidiary of which has an aggregate capital and surplus
of at least $50,000,000 or obligations, participations or .other instruments of
.or issued by a privately or publicly held corporation which obligations,
participations or other instruments are fully secured or guaranteed by a
line-of-credit, letter of credit, or other security or instrument issued b.y
any bank or trust company having an aggregate surplus of $50,000,000; (iii)
United States Treasury notes, bonds, bills or certificates of indebtedness, or
obligations for which the full faith and credit of the United States are
pledged for the payment of principal and interest; (iv) obligations,
partìcipation certificates, or other instruments of, or issued by, or fully
guaranteed as t.o principal and interest by, FNMA, or issued by a Federal
Agency or a United States Government spons.ored enterprise; or (v) repurchase
agreements secured by any of the above.
Pledged Revenues or Revenues means all payments made with respect to
the M.ortgage Loan Participation including a portion .of the c.ommitment fees and
program participation fees provided for in the Commitment Contract (and
Reservation of Funds) and a portion of the prepayment penalties paid with
respect t.o Prepayments, all payments made on the Loan to Lender including any
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amounts realized from the collateral securing repayment of the Loan to Lender,
advances by the Lender pursuant to the Agreement to Advance and income or
interest earned and profit realized on any rooneys .or securities held pursuant
to the Resolution l'ttIich are to be paid into the Revenue Fund pursuant to
Section 703. Any Corrrnitment Fees in excess of the aroount required by the
Program Documents to be depos ited in the Mortgage Loan Program Account shall
be paid to the Agency free and clear of the lien of this Resolution.
Prepayment means, with respect to either a Mortgage Loan .or a Loan t.o
Lender, any aroount received or recovered which reduces or eliminates the
principa 1 amount .of such loan and any prepayment penalty, fee, premium or
other such additional charge, but not including any scheduled amortization
payments of the principal amount .of such loan, and n.ot including - any
Prepayments to be paid to a Lender pursuant to a Mortgage Loan Participation
Purchase and Servicing Agreement.
Principal Fund means the Fund by that name established and created by
Sect ion 501.
Principal Installment means, with respect to any particular Principal
Installment Date, an amount equal t.o the sum of the aggregate principal amount
.of Outstanding B.onds payable on said date.
Principal Installment Date means the date on l'ttIich
Installments are required to be made pursuant to Section 203.
Principal Office, l'ttIen used with respect t.o the Trustee or any Paying
Agent, means the principal or c.orporate trust .or head or principal trust
office of such Trustee .or Paying Agent situated in the city in l'ttIich such
Trustee or Paying Agent is described as being located.
Prior Redemption Fund means the Fund so designated l'ttIich is established
and created by Sect ion 501.
Principal
Program Documents means the Loan Agreement, the Collateral Trust and
Security Agreement, the Agreement to Advance Regarding Subordination, the
Mortgage Loan Participation Purchase and Servicing Agreement, the Sellers'
Guide, the Servicers I Guide, the Commitment Contract (and Reservation of
Funds), this Resolution and the Rules and Regulati.ons.
Project or Projects means one .or roore Residential Construction projects
with respect to wh ich a Comnitment Contract (and Reservation of Funds) has
been approved and executed.
Project Area or Project Areas means the City of Santa Ana C.omnunity
Redevelopment Project Area, the Redevelopment Plan f.or l'ttIich was approved by
the City C.ouncil pursuant to Ordinance No. 1173, adopted July 2, 1973, as
amended.
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Recoveries of Principal means all am.ounts received by or for the Agency
on account of any Loan to Lender as (i) the result of the acceleration of the
due date or Prepayment of such Loan to Lender and (i i) any and a 11 other
moneys received or recovered as a result of proceedings taken in the event of
default by the Lender on such Loan to Lender, but, unless the date of such
Loan to Lender has been accelerated, shall n.ot include scheduled payments of
principal and interest (irrespective of when such payments shall be received)
on any such Loan to Lender or charges or penalties received in the event of a
default in the payment thereof.
Redemption Date means the date, as specified by notice given pursuant
to Section 403, upon which Bonds are called pri.or t.o maturity t.o be presented
for redemption and payment of the Redemption Price.
Redemption Price means, with respect to any B.ond or portion thereof,
the principal amount of such Bond or portion, plus the applicable premium, if
any, payable upon redemption thereof.
Refunding Bonds means all Bonds, whether issued in one or more series,
authenticated and delivered on original issuance pursuant to Section 211 and
issued in lieu of or in substitution for Bonds pursuant to the Resolution.
Requisition means an order duly executed by an Authorized Officer
directing the Trustee t.o pay money from one of the Funds established herein.
Residence means real property improved with one or more residential
structures and located in one of the Projects, the financing of which is or
may hereafter be permitted under the Act; Residence includes a condominium
dwelling unit.
Residential Construction means the constructi.on of new Residences
meeting requirements of Toca1 codes and the Redevelopment Plan for the Project
Area which has been adopted by the City Council of the City.
Resolution means this Resolution, as from time to time amended or
supplemented by Supplemental Resolutions in accordance with the terms hereof.
Revenue Fund means the Fund so designated which is established and
created by Section 501.
'Rules and Regulations means those rules and regulations, as amended,
adopted by the Agency in connection with its Mortgage Loan Program.
Sellers' Guide means the Sellers' Guide which governs the the inclusion
of Mortgage Loans in the Mortgage L.oan Pool.
Servicers' Guide means the guide for the servicing of Mortgages.
Sinking Fund means the Fund by that name which is established and
created by Section 501.
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Sinking Fund Installment means, with respect to any particular Sinking
Fund Installment Date, the amount of m.oney required by or pursuant to this
Resolution to be paid by the Agency on such date toward the retirement .of the
Term Bonds prior to their respective stated maturities.
Sinking Fund Installment Date means the date .on which Sinking Fund
Installments are required to be paid pursuant t.o this Res.olution.
Special Hazard Insurance means insurance,. commonly referred to as
"Difference in Conditions" insurance, which shall protect from l.osses .on
Residences caused by hazards, - such as fl.ood, mudslide and building collapse
not covered by Hazard Insurance, and losses resulting from the application of
a coinsurance clause in the Hazard Insurance policies. Such Special Hazard
Insurance shall be carried by the Agency, with the premiums payable from the
Operating Fund (except that the initial annual premium shall be paid fr.om the
Issuance Expense Account), and shall insure each Residence and C.ond.ominium
Project and shall be in the greater .of an am.ount at least equal t.o two percent
(2%) of the original principal amount of all M.ortgage Loans or twice the
original principal amount .of the largest Mortgage Loan.
State means the State of California.
Supplemental Resoluti.on means a resolution supplemental to or
amendatory of this Resolution duly adopted by the Agency in acc.ordance with
Article X.
Term Bonds means the Bonds so designated in this Resoluti.on.
Trustee means Security Pacific National Bank and its successor or
successors and any other bank .or trust company or national banking association
at any time substituted in its place pursuant t.o this Resolution.
Words of the masculine gender include the feminine and neuter genders.
Words importing the singular number include the plural number and vice versa.
Words importing persons shall include corporations and associations,
including public bodies, as well as natural persons.
The terms "hereby", "hereof", "hereto", "herein", "hereunder", and any
similar terms, as used in this Resolution, refer to this Resolution.
104. Security and Nature of Bonds. The Bonds shall be and are special
.obligations of the Agency and, subject t.o the right of the Agency to apply
moneys as herein provided, are hereby secured as provided in Section 601
hereof by an irrevocable pledge of the Pledged Revenues and Fund and Accounts
held by the Trustee and are payable as to principal, Redemption Price, if any,
and interest from the Pledged Revenues of the Agency. The Bonds are not a
debt of the City, the State or any of its political subdivisions; and neither
the City, the State, nor any of its political subdivisions is liable thereon;
nor in any event shall the Bonds be payable out of the funds or properties
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other than all or any part of the Pledged Revenues, Funds and Accounts as in
this Resolution set forth. The Bonds do not constitute an indebtedness within
the meaning of any constitutional or statutory debt limitation .or
restriction. Neither the members of the Agency nor any persons executing the
Bonds shall be liable personally on the Bonds or subject to any pers.onal
liability or accountability by reason of the issuance thereof.
The Bonds shall be and are equally secured by an irrevocable pledge of
the Pledged Revenues, Funds and Acc.ounts as herein pr.ovided, with.out priority
for number, date .of sale, date of execution, or date of delivery, except as
expressly provided herein.
The val idity of the Bonds is not and shall not be dependent upon the
perf.ormance of anyone .of his obligation relative to the Mortgage Loan Pr.ogram.
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ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
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201. Authorization of Bonds. In .order to provide funds for the
Financing of Residential Construction, Bonds of the Agency to be known and
designated as "Corrmunity Redeve1.opment Agency of the City of Santa Ana
Residential Mortgage Revenue Bonds, Issue of 1981, Series A (Participation
Purchase and Loan to Lender Program)" are hereby authorized to be issued in
the aggregate principal amount .of $15,730,000. .
202. Purposes. The purposes for which the Bonds are being issued are
(i) to pay the Costs of Issuance of the Bonds, (ii) t.o purchase the M.ortgage
Loan Participation and (iii) to provide funds with which to make a Loan to
Lender to provide Financing for the Program, all to the extent and in the
manner provided in Article V of this Resolution.
203. Date and Maturities. The Issue Date of the Bonds shall be May 1,
1981. The B.onds shall be dated as of their Issue Date except as .otherwise
provided in Secti.on 301 in the case of Fully Registered Bonds, shall mature on
the dates and in the principal amounts, and shall bear interest at the rate or
rates, indicated herein:
Interest .
Due Amount Rate
1984 $ 205,000 9.00% .
1985 85,000 9.25
1986 90,000 9.50
1987 100,000 9.75
1988 105,000 10.00
1989 120,000 10.25
1990 125,000 10.40
1991 140,000 10.50
1996 965,000 11.00
2002 2,100,000 11.25
2014 11,695,000 11.50
The Bonds maturing the years 1996, 2002 and 2014 shall be Term Bonds.
204. Interest Payments. The Interest Payment Dates of the Bonds shall
be May 1 and November 1 of each year, commencing May I, 1982. Fully
Registered Bonds shall bear interest from their date, payable on and after May
1~ 1982, on May 1 and N.ovember 1 .of each year.
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205. Denominations, Numbers and Letters. The Bonds shall be issued as
Bearer Bonds in the denomination .of $5,000 each registerable as to principal
.only or as Fully Registered Bonds in the denomination of $5,000, or any
integral multiple thereof not exceeding the aggregate principal amount of
Bonds maturing in the year of maturity of the Fully Registered Bond for which
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the denomination is to be specified. The Bearer Bonds shall be numbered from
one (l) consecutively upwards in .order of maturity and the Fully Registered
Bonds shall be lettered and numbered from (Rl) consecutively upwards in order
of issuance.
"CUSIP" identification numbers shall be imprinted on the Bonds, but such
numbers shall n.ot constitute a part of the contract evidenced by the B.onds and
any error or omission with respect thereto shall not c.onstitute cause for
refusal of any purchaser to accept delivery of and pay for the Bonds. In
addition, failure on the part of the Agency to use such CUSIP numbers in any
notice to Holders of the Bonds- shall not constitute an event of default nor a
violation of the Agency's contract with such H.olders.
206. Place of Payment. Principal and Redemption Price of Bearer Bonds
n.ot registered as to principal and interest .on Bearer Bonds are payable at the
corporate trust office of the Trustee in Los Angeles, Calif.ornia, or, at the
opti.on of the Holder, at the office of any Paying Agent. Principal and
Redemption Price of Bearer B.onds registered as to principal and Fully
Registered Bonds shall be payable only at the Principal Office of the Trustee,
in Los Angeles, California. Interest on Fully Registered Bonds is payable by
check mailed to the registered owner.
207. Conditions Precedent to Del ivery of Bonds. Except as provided in
Sections 304, 307, 309, 310 and 1106, the Trustee shall authenticate and
deliver to the purchasers there.of the Bonds authorized to be issued pursuant
to this Resoluti.on but only upon receipt of the following:
(l) A copy of this Resoluti.on and all Supplemental Resoluti.ons each
certified by an Authorized Officer;
(2) A Counsel's Opinion stating (i) that in the opinion of such
counsel this Resolution and all Supplemental Resolutions authorizing the Bonds
have been duly adopted by the Agency; (ii) that this Res.olution is valid and
binding upon the Agency and enforceable in accordance with its terms; (iii)
that this Resolution creates a valid pledge of that which it purports t.o
pledge, subject to its pr.ovisi.ons (such opinion may be qualified to the extent
that the enforceability of this Resoluti.on may be limited by bankruptcy,
insolvency and other laws affecting the rights of credit.ors generally); and
(iv) that the Trustee is duly authorized by the Agency to authenticate and
deliver Bonds as identified and described in this Resolution and in said
Counsel's Opinion.
(3) An Officer's Certificate stating that the Agency is not, at the
time of issuance of such Bonds, in default hereunder, directing the Trustee to
authenticate and deliver Bonds as authorized, and stating the amounts to be
deposited in the Funds and Accounts established and created by Section 501;
(4) Certificate of Pledged Revenues setting forth for the current and
each future B.ond Year (a) the amount of Pledged Revenues to be received in
such Bond Year and (b) the Debt Service for such Bond Year with respect all
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Bonds to be Outstanding immediately after the authenticati.on and delivery of
the series of' Bonds being issued, and showing that such Pledged Revenues
together with any other revenues or funds estimated by the Agency to be
available therefor are in each such Bond Year in éxcess of such Debt Service
for such year and that the remaining balance in each such Bond Year will be
sufficient to pay the Operating Expenses estimated by the Agency for such Bond
Year, which Certificate may rely upon data and computations made on behalf .of
the Agency by a nationally recognized underwriting or investment banking firm.
208. Sale of Bonds; Approval of Official Statement. The Bonds
authorized t.o be issued herein shall be s.old to the purchasers on the terms
and conditions set f.orth in the Bond Purchase Contract this date presented to
the Agency, which is hereby approved, and upon the basis of. the
representations herein set f.orth. The Chairman and the Secretary are hereby
authorized to execute and attest, respectively, the Bond Purchase Contract
evidencing the acceptance thereof by the Agency, and t.o approve and insert
into this Resolution and the Bonds the maturities and interest rates which the
Bonds will bear and the price at which said Bonds shall be sold and to make
such other insertions, de1eti.ons or modificati.ons as may be necessary to
ensure prompt delivery of the Bonds all as approved by counsel to the Agency.
The final Official Statement relating t.o the Bonds substantially in form this
date presented t.o the Agency and its distribution are hereby approved. The
Preliminary Official Statement dated May 12, 1981, relating to the Bonds is
hereby approved and its disbribution is hereby ratified by the Agency.
209. De1ivery.of B.onds. The Bonds shall be delivered to the purchasers
named in the B.ond Purchase C.ontract, upon c.omp1iance with the provisions of
Section 207 .of this Res.o1ution, at such time and place as shall be determined
by the Executive Director of the Agency, subject to the provisions of the Bond
Purchase Contract.
210. Authority to Consummate Transaction. The Chairman of the Agency,
the Secretary, Executive Director or their deputies or assistant and other
pr.oper officers of the Agency are hereby auth.orized and directed t.o execute
and deliver any and all papers and instruments and to d.o and cause to be done
any and all acts and things necessary or proper for carrying out the
transactions contemplated by this Resolution.
211. Provisions for Refunding Issue.
(A) One or more series of Refunding Bonds may be authenticated
and delivered upon original issuance to refund all Outstanding Bonds or
any portion there.of. Bonds of the series of Refunding Bonds shall be
issued in a principal amount sufficient, together with other moneys
available therefor, t.o accomplish such refunding and to make such
deposits required by the provisions of the Act, this Section and of the
resolution authorizing said series of Refunding Bonds.
(B) The Refunding Bonds may be authenticated and delivered .only
upon receipt by the Trustee (in addition to the receipt by it of the
documents required by Section 207) of:
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(1) irrevocable instructions to the Trustee, satisfact.ory to it,
to give due notice of redemption of all the B.onds to be redeemed from
any of the proceeds .of such Refunding Bonds on the Redemption Date
specified in such instructions;
(2) irrevocable instructions to the Trustee, satisfactory to it,
to make due publication of the n.otice provided for herein to the H.olders
.of Outstanding Bonds being redeemed from any of the proceeds of such
Refunding Bonds;
(3) either:
(a) moneys in an amount sufficient to effect payment of. the
applicable Redemption Price of the Bonds to be refunded, together with
interest due or t.o become due on such Bonds to such Redemption Date,
which moneys shall either be held by the Trustee .or anyone or more of
the Paying Agents in a separate account irrev.ocably in trust f.or and
assigned to the respective Holders of Outstanding Bonds being refunded,
or
(b) Permitted Investments as defined in clause (ii) or (iii) of
the definition of Permitted Investments in such principal amounts,
having such maturities, bearing such interest, and otherwise having such
terms and qualifications, as shall be necessary to comply with the
provisions of subsection (B) of Section 1401 .of this Resolution and any
moneys required pursuant to said subsection (with respect to all
Outstanding Bonds .or any part of Outstanding Bonds being refunded) which
Permitted Investments and moneys shall be held in trust and used only as
provided in said subsection; and
(4) an Officer's Certificate c.ontaining such additional
statements as may be reasonably necessary to show comp 1 i ance wi th the
requirements of this subsection which the Trustee shall be entitled to
rely on.
(C) The Trustee shall furnish to the Agency at the time of
delivery of the Refunding Bonds a certificate stating that it holds in
trust the moneys and/or Permitted Investments required to effect such
payment or redemption on the date specified in the resolution
authorizing said series of Refunding Bonds.
(D) Any balance of the proceeds of the bonds of each such series
shall be deposited in such funds or accounts as shall be specified in
the Series Resolution authorizing such series of Refunding Bonds. -
. 212. No Additional Bonds. N.o additional bonds other than Refunding
Bonds shall be issued pursuant to this Resolution.
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ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
301. Medium.of Payment; Form and Date.
(A) The Bonds shall be payable, with respect to interest,
principal and Redemption Price, in lawful money of the United States of
America which at the time of payment is legal tender for the payment of public
and private debts.
(B) The B.onds shall be issued in the form of Bearer Bonds
registrable as to principal .only .or in the form of Fully Registered Bonds
without coupons, or in b.oth such forms as set forth in Article XV hereof.
(C) Bearer B.onds shall be dated as of and shall bear interest
fr.om the Issue Date, payable in accordance with, and upon surrender of, the
appurtenant interest coupons as they severally mature. Fully Registered Bonds
issued prior to the first Interest Payment Date shall be dated as .of the Issue
Date. Fully Registered B.onds issued on or subsequent to the first Interest
Payment Date shall be dated as of the last preceding Interest Payment Date
unless such date of issuance shall be an Interest Payment Date, in which case
they shall be dated as of such date .of issuance; provided, however, that if,
as shown by the rec.ords of the Trustee, interest on the Bonds shall be in
default, a Fully Registered B.ond issued in lieu of a B.ond surrendered for
transfer or exchange shall be dated as of the date to which interest has been
paid in full .on the B.ond surrendered. Registered Bonds shall bear interest
fr()(ß their date.
302. Legends. The Bonds may contain or have endorsed thereon such
provisions, specifications and descriptive words not inconsistent with the
provisions of this Resolution as may be necessary or desirable t.o comply with
custom, or otherwise, as may be determined by the Agency prior to the delivery
thereof.
303.
Execution and Authenticati.on.
(A) The Bonds shall be executed in the name of the Agency by the
manual or facsimile signature of its Chairman or Vice Chairman and its
corporate seal (or a facsimile thereof) shall be thereunto affixed, imprinted,
engraved .or otherwise reproduced, and attested by the manual or facsimile
signature of the Executive Director or Assistant Executive Director. In case
anyone .or more of the officers who shall have signed .or sealed any of the
Bonds shall cease to be such officer before the Bonds s.o signed and sealed
shall have been actually delivered, such Bonds may, nevertheless, be delivered
as herein provided, and may be issued as if the persons wh.o signed or sealed
such Bonds had not ceased to h.old such offices. Any Bond may be signed and
sealed on behalf of the Agency by such persons as at the actual time of the
execution of such Bond shall be duly authorized or hold the proper office in
the Agency, although at the Issue Date of the Bonds such pers.ons may not have
been s.o authorized .or have held such office.
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(B) The coupons to be attached to the Bearer Bonds shall be
signed by the facsimi le signature of the Executive Di rector or Ass i stant
Executive Director or in such other manner as may be required by law; and the
Agency may adopt and use for that purpose the facsimile signature of any
person .or persons wh.o shall have been Executive Director or Assistant
Executive Director of the Agency at any time on or after the date of adoption
of the Resolution notwithstanding that such person may not have been such
Executive Director or Assistant Executive Direct.or at the date of any such
Bond or may have ceased to be such Executive Director or Assistant Executive
Director at the time when any such Bond shall be actually delivered.
(C) Only B.onds authenticated by the manual endorsement thereon
of a certificate substantially in the form hereinafter set forth and executed
by an auth.orized officer of the Trustee shall be valid and become obligatory
for any purpose under and be secured by, and be entitled t.o the benefits of,
this Resoluti.on; and every such certificate of the Trustee upon any Bond
purporting to be secured hereby shall be conclusive evidence that the Bond so
authenticated has been duly issued hereunder, and that the H.older is entitled
to the benefits of this Resolution and to the benefit of the trust hereby
created. Before authenticating and delivering any Bearer B.ond hereunder, the
Trustee shall remove and cancel any coupons thereon then matured except
c.oupons in default.
304. Interchangeability of Bonds. Bearer Bonds, upon surrender thereof
at the Principal Office of the Trustee with all unmatured coupons attached
(t.ogether with any matured coupons in default appertaining thereto), may, at
the .option of the H.older thereof, be exchanged for an equal aggregate
principal amount of Fully Registered Bonds of the same maturity and of any
other author i zed denomi nat ions.
Fully Registered Bonds, upon surrender thereof at the Principal
Office of the Trustee with a written instrument .of transfer satisfact.ory t.o
the Trustee, duly executed by the registered .owner or his attorney duly
authorized in writing, may, at the option of the registered owner thereof, be
exchanged for an equal aggregate principal amount .of Bearer Bonds .of the same
maturity with appropriate coupons attached, or of Fully Registered Bonds .of
the same maturity and of any .other a¡¡thorized denominations.
305. Negotiability, Transfer and Registry. All the Bonds issued under
this Resolution shall be negotiable, subject to the provisions for
registration and transfer contained in this Resolution and in the Bonds. So
long as any of the Bonds shall remain Outstanding, the Trustee shall maintain
and keep, at its Principal Office, books for the registration and transfer of
Bonds; and, upon presentation thereof for such purpose at said office, the
Trustee shall register or cause to be registered therein, and permit to be
transferred thereon, under such reas.onable regulati.ons as the Agency or the
Trustee may prescribe, any Bond entitled t.o registration or transfer. So l.ong
as any .of the Bonds remain Outstanding, the Agency shall make all necessary
provisi.ons to permit the exchange of Bonds at the Principal Office of the
Trustee.
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306. Transfer and Registration of Bearer Bonds and Coupons. The
Trustee and any. Paying Agent may treat the bearer of any coupon as the
abs.o1ute owner thereof, whether such coupon shall be overdue or not, for the
purpose .of receiving payment there.of and for all other purposes whatsoever.
(A) All Bearer B.onds shall pass by delivery, unless registered
as to principal other than to bearer in the manner provided in this Section.
Any Bearer Bond may be registered as to principal on the books at the
Principal Office of the Trustee, upon presentati.on thereof at said office and
the payment of a charge sufficient to reimburse the Agency .or the Trustee for
any tax, fee or other governmental charge, required t.o be paid with respect t.o
such registration, and such registrati.on shall be noted on such Bond. After
said registrati.on, no transfer thereof shall be valid unless made .on 'said
books by the registered owner in person or by his att.orney duly auth.orized in
writing, and similarly noted on such Bondi but such Bond may be discharged
fr.om registration by being in like manner transferred to bearer, after which
it shall again become transferable by delivery. Thereafter such Bond may
again, from time to time, be registered or discharged from registrati.on in the
same manner. Registration of any Bearer Bond as to principal, h.owever, shall
not affect the negotiability by delivery of the coupons appertaining to such
Bond, but every such coupon shall continue to pass by delivery and shall
remain payable to bearer.
(B) As to any Bearer Bond registered as to principal other than
to bearer, the pers.on in whose name the same shall be registered up.on the
books of the Trustee may be deemed and regarded as the absolute owner thereof,
whether such B.ond shall be overdue or not, for all purposes, except for the
purpose of receiving payment .of c.oupons; and payment .of, or on account of, the
Principal Installment .or Redemption Price, if any, of such Bond shall be made
only to, or upon the order .of, such registered .owner thereof, but such
registration may be changed as above provided. All such payments shall be
valid and effectual t.o satisfy and discharge the liability up.on such Bond to
the extent of the sum .or sums so paid. The Trustee and any Paying Agent may
treat the bearer of any coupon as the absolute owner thereof, whether such
coupon shall be overdue or not, for the purpose of receiving payment thereof
and for all other purposes whatsoever, and may treat the bearer of any Bearer
Bond which shall not at the time be registered upon the books of the Trustee,
as the absolute owner of such Bonds, whether such Bond shall be overdue or
not, for the purpose of receiving payment of the principal or Redemption Price
thereof and for all other purposes whatsoever except f.or the purpose of
receiving payment of coupons, and neither the Agency, nor the Trustee nor any
Paying Agent shall be affected by any notice to the contrary. The Agency
agrees to indemnify and save the Trustee and each Paying Agent harmless fr.om
and against any and all loss, cost, charge, expense, judgment or liability
incurred by the Trustee and each Paying Agent, acting in go.od faith and
without negligence hereunder, in so treating such bearer or registered owner.
307. Transfer of Fully Registered Bonds.
(A) Each Fully Registered Bond shall be transferable only up.on
the books of the Trustee, which shall be kept for such purpose at the
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Principal Office of the Trustee, by the registered owner there.of in pers.on or
by his attorney duly authorized in writing, upon surrender thereof t.ogether
with a written instrument of transfer satisfactory to the Trustee duly
executed by the registered owner or his duly authorized attorney. Upon the
transfer of any such Fully Registered Bond, the Trustee shall issue in the
name of the transferee a new Fully Registered Bond or Bonds or, at the option
of the transferee, Bearer Bond or Bonds, with appropriate c.oupons attached, of
the same aggregate principal amount and maturity as the surrendered Bond.
(B) The Trustee may deem and treat the pers.on in whose name any
Outstanding Fully Registered Bond shall be registered upon the books of the
Trustee as the absolute owner of such Bond, whether such Bond shall be overdue
or not, for the purpose of receiving payment .of, or on account of,. the
Principal Installment or Redempti.on Price of and interest on such Bond and f.or
all other purposes; and all such payments so made t.o any such registered owner
or upon his order shall be valid and effectual to satisfy and discharge the
liability upon such Bond t.o the extent of the sum or sums so paid; and neither
the Agency nor the Trustee shall be affected by any notice to the contrary.
The Agency agrees to indemnify and save the Trustee harmless from and against
any and all loss, cost, charge, expense, judgment or liability incurred by it,
acting in good faith and without negligence hereunder, in so treating such
registered owner.
308. Regulations with Respect to'Exchanges and Transfers. In all cases
in which the privilege of exchanging B.onds or transferring Fully Registered
'Bonds is exercised, the Agency shall execute and the Trustee shall
authenticate and deliver Bonds in accordance with the provisions of this
Resolution. All Registered Bonds surrendered in any such exchanges or
transfers shall forthwith be cancelled by the Trustee. All Bearer Bonds and
the coupons appertaining to such B.onds surrendered in any such exchanges or
transfers shall be retained in the possession of the Trustee for the purpose
of reissuance upon subsequent exchanges; and the Trustee, pri.or to reissuance
of any such Bearer B.onds, shall detach therefrom and cancel all matured
coupons. For every such exchange or transfer of Bonds, whether temporary or
definitive, the Agency or the Trustee may make a charge sufficient to
reimburse it for any tax, fee or other governmental charge required t.o be paid
with respect to such exchange or transfer (other than such as may have been
imposed by the Agency) and, after the first such exchange or transfer, to
cover the costs of preparing each new Bearer Bond or Registered Bond and other
expenses of the Agency or Trustee incurred in connection therewith, which sum
or sums shall be paid by the person requesting such exchange or transfer as a
condition precedent to the exercise of the privilege of making such exchange
or transfer. Notwithstanding any other provision of this Resolution, the cost
of preparing each new Bearer Bond or Fully Regi stered Bond upon the first
exchange or transfer, and any other expenses of the Agency or the Trustee
incurred in c.onnection therewith (except any applicable tax, fee or other
governmenta 1 charge), shall be paid by the Agency. The Trustee shall not be
obl igated t.o make any such exchange or transfer of Bonds during the fifteen
(15) days next preceding an Interest Payment Date, or, in the case of any
proposed redempti.on of Bonds, next preceding the date of the first publication
of notice of such redemption.
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309. B.onds Mutilated, Destroyed, Stolen or Lost. In case any Bond
shall become mutilated or be destroyed, stolen .or lost, the Agency shall
execute and the Trustee shall authenticate and deliver a new Bond (with
appropriate coupons attached in the case of a Bearer Bond) of like maturity
and principal amount as the Bond and attached coup.ons, if any, so mutilated,
destroyed, st.o1en or lost, in exchange and substitution for such mutilated
B.ond, upon surrender and cancellati.on of such mutilated Bond and attached
coupons, if any, .or in lieu of and substituti.on for the B.ond and coupons, if
any, destroyed, stolen or lost, upon filing with the Agency and the Trustee
evidence satisfactory to the Agency and the Trustee that such Bond and
attached coupons, if any, have been destroyed, st.o1en .or lost and pr.oof of
ownership thereof, and upon furnishing the Agency and the Trustee with
indemnity satisfactory to both and c.omp1ying with such other reasonable
regulations as the Agency and the Trustee may prescribe and paying such
expenses as the Agency and the Trustee may incur. All Bonds and coupons s.o
surrendered t.o the Trustee shall be cancelled by it.
310. Preparation of Definitive Bonds; Temporary Bonds. The definitive
Bonds shall be lithographed or printed on steel engraved borders. Until the
definitive Bonds are prepared, the Agency may execute, in the same manner as
is provided in Section 303, and the Trustee may authenticate and deliver, in
lieu of definitive Bonds, but subject to the same pr.ovisions, 1imitati.ons and
conditions as the definitive Bearer Bonds, except as to the denominations
thereof and as to exchangeability for Fully Registered Bonds, one .or more
temporary Bonds (which may be registrable as to principal and interest),
substantially of the tenor of the definitive Bearer Bonds in lieu of which
such temporary Bond .or Bonds are issued, but with or without coupons, in
denominati.ons of $5,000 or any integral multiples thereof auth.orized by the
Agency, and with such omissions, insertions and variations as may be
appr.opri ate to temporary Bonds. The installments .of interest payable on such
temporary Bonds in bearer form shall be payable only upon the presentati.on and
surrender of the coupons therefor attached thereto or, if no coupons f.or such
interest are attached, then .only upon presentation of such temporary Bonds for
notation thereon of the payment of such interest. The Agency at its own
expense shall prepare and execute and the Trustee, upon the surrender of such
temporary Bonds, with all unmatured coupons and all matured coupons for which
no payment or only partial payment has been provided attached, for exchange
and the cance 11 ati on of such surrendered temporary Bonds and coupons, without
charge to the Holder there.of, shall authenticate and deliver in exchange
therefor, at the Principal Office of the Trustee, definitive Bearer Bonds,
with appropriate coupons attached, or, at the option .of the Holder, definitive
Fully Registered Bonds of the same aggregate principal amount and maturity as
the temporary Bonds surrendered. Until so exchanged, the temporary Bonds
shall in all respects be entitled t.o the same benefits and security as
definitive Bonds issued pursuant to this Res.o1ution.
A 11 temporary Bonds surrendered in exchange for a defi ni tive Bond or
Bonds shall be f.orthwith cancelled by the Trustee.
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ARTICLE IV
REDEMPTION OF BONDS
401. Privilege of Redemption and Redemption Price.
(A) The Bonds are subject to (i) special mandatory redemption
prior to maturity pursuant to subsection (B) (ii) .optional redemption prior to,
maturity pursuant t.o subsection (C); and (iii) mandat.ory redemption from
Sinking Fund Installments pursuant to subsection (D).
(B) On or after 'May 1, 1982, the Bonds are subject to special
mandatory redempti.on in whole or in part at a Redemption Price equal to one
hundred percent (100%) of the principal amount thereof plus accrued intèrest
to the Redemption Date, without premium, from funds in the Prior Redemption
Fund. Bonds to be redeemed from amounts deposited in the Prior Redemption
Fund in acc.ordance with subdivision (i) of this Section 401(B) shall be
selected and redeemed in accordance with the provisions of Section 401(E)
without regard to priority hereof. Bonds to be redeemed in part in accordance
with subdivisions (ii) and (iii) of this Section 401(B) shall be selected and
redeemed in the following order of priority: (1) first, t.o the redemption of
B.onds maturing May 1, 1996;(2) second, to the redemption of the Bonds
maturing May 1, 2002; and (3) lastly, on a pro rata basis to the redemption of
the remaining Bonds. The following amounts are required to be deposited in
the Pri.or Redemption Fund: (i) amounts in the Mortgage L.oan Program Account
that have not been appl ied to the purchase of the Mortgage Loan Participation
or to make the Loan to Lender within thirty-four (34) months of the date .of
delivery of the Bonds or within forty-six (46) months, if the Agency shall
exercise its authorization to extend the period, as provided in Section 504;
(ii) after May 1, 1982, amounts in the Asset Accumulati.on Fund; and (iii)
prepayments of the Loan pursuant to Section 2.4 of the Loan Agreement.
(C) The Bonds maturing after May 1, 1991 are subject t.o
redemption at the option of the Agency, from any source of available funds on
or after May 1, 1991, either as a whole on any date or in part, on any
Interest Payment Date, in the order of priority by maturity as hereinafter
provided, and by lot within a maturity, upon notice as herein provided. In
the event Bonds are to be redeemed in, part the Bonds to be redeemed shall be
selected and redeemed in the following order of priority; (1) first, to the
redemption of Bonds maturing May 1, 1996; (i1) second, to the redemption of
all Bonds maturing May 1, 2002; and (ifi) lastly, on a pro rata basis to the
redemption of the remaining Bonds. When Bonds are so redeemed in any periOd
shown in the following table, at the Redemption Price (expressed as
percentages of the principal amount of such Bonds to be so redeemed) set forth
opposite such period in said table, plus accrued interest to the Redemption
Date.
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Period
(Both Dates Inclusive)
May 1, 1991, to April 30, 1993
May 1,1993, to April 30, 1996
May 1, 1996, to April 30, 1999
May 1, 1999, and thereafter
Redemption
Prices
103%
102%
101%
100%
(D) The Term Bonds shall be subject to redemption in part by lot
by .operation of Sinking Fund Jnstallments as provided in Article VI of this
Resoluti.on, upon notice as herein provided, at a Redemption Price equal t.o the
principal amount .of each Bond .or portion thereof to be redeemed, together ~1th
accrued interest to the date of redemption, without premium. Unless none of
the Term Bonds shall then be Outstanding, Agency shall be required to pay on
May 1 of each year set forth in the foll.owing table, for the retirement .of the
Term Bonds, the amount set opp.osite such year of said table, and the same
amount s.o to be paid on each such date is hereby established as and shall
c.onstitute a Sinking Fund Installment for retirement of the Term Bonds;
pr.ovided, however, that if pri.or t.o each date on which a Sinking Fund
Installment is due any Term Bonds have been purchased or redeemed fr.om moneys
in the Prior Redemption Fund, the total amount of future Sinking Fund
Installments shall be reduced in accordance with the priority provided for in
Section 401(B) and (C) by an amount equal to the principal amount of Term
B.onds so purchased or redeemed through the reduction of each applicable future
Sinking Fund Installment in $5,000 increments by the amount obtained by
multiplying the principal amount of Term Bonds s.o purchased or redeemed by the
rati.o which each applicable Sinking Fund Installment then bears t.o the total
of all future Sinking Fund Installments to be applied to the redemption of
those Terms Bonds next to be redeemed in accordance with such priority.
Sinking Fund Installments shall be made with respect to the Term Bonds
as foll.ows:
With respect to the Term Bonds maturing May 1, 1996:
Principal
Amount
Year
1992
1993
1994
1995
1996 (Maturity)
$ 155,000
175,000
190,000
210,000
235,000
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,.-,,":,"" ....
With respect to the Term Bonds maturing May 1,2002:
Principal
Amount
Year
1997
1998
1999
2000
2001 ..
2002 (Maturity)
$ 265,000
295,000
325,000
360,000
405,000
450,000
With respect to the Term Bonds maturing May 1,2014:
Principal Principal
Year Amount Year Amount
2003 $ 500,000 2009 $ 960,000
2004 555,000 2010 1,070,000
2005 620,000 2011 1,195,000
2006 690,000 2012 1,330,000
2007 775,000 2013 1,485,000
2008 860,000 2014 (Maturity) 1,655,000
(E) Subject to such priority provided for in Secti.on 401(B) and
401(C) the Bonds to be redeemed shall be selected and redeemed on a reasonably
proportionate basis from aJll()ng all the then outstanding maturities of the
Bonds subject to such redemption, such basis to be determined and effectuated
as nearly as practicable by the Trustee by selecting from each such maturity
an aJll()unt equal to the result .obtained by multiplying the total aJll()unt of
Jll()neys to be avai lable to redeem Bonds on the redemption date by the ratio
which the principal aJll()unt .of all B.onds Outstanding in each such maturity
bears to the princ ipa 1 am.ount. of all Out stand i ng Bonds subject to such
redemption, provided that Bonds shall be redeemed .only in multiples Of five
thousand dollars ($5,000). Any amount in excess of the five thousand dollar
($5,000) multiple remaining after such redemption shall be applied by the
Trustee t.o the next succeeding redemption of B.onds.
(F) Bonds subject to redemption prior to maturity shall be
redeemable prior to maturity, (a) upon receipt by the Trustee (in the case of
Bonds subject to optional redemption pursuant to subsection (C)) of the
Officer's Certificate referred to in Section 605 and (b) upon published notice
as provided in this Article IV, at such times, at such Redemption Prtces and
upon the terms herein set forth.
402. Se lect ion of Bonds to be Redeemed by Lot. In the event of
redemption by lot of Bonds of like maturity, the Trustee shall assign to each
Fully Registered Bond of such maturity then Outstanding a distinctive nunDer
for each $5,000 of the principal aJll()unt of such Bond and shall select by lot,
using such method .of selection as it shall deem proper in its discretion from
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the numbers of ,all Bearer Bonds of such maturity of the denomination of $5,000
then Outstanding and the numbers so assigned to such Fully Registered Bonds,
as many numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the
Bearer Bonds of the denomination of $5,000' bearing the numbers so se lected,
and the Fully Registered Bonds t.o which were assigned numbers so selected, but
.only s.o much of the principal amount of each such Fully Registered Bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for
each number assigned to it and so selected. For the purposes of this Section,
Bonds which have theretof.ore been selected by lot for redemption shall not be
deemed Outstanding.
403. Notice of Redemption. When the Trustee shall be required or
authorized, or shall receive notice from the Agency of its election, to redeem
Bonds, the Trustee shall in accordance with the terms and provisions of the
Bonds and of this Resolution select the Bonds to be redeemed and shall give
notice, in the name of the Agency, of the redemption of Bonds, which n.otice
shall specify the maturities of the Bonds t.o be redeemed, the Redemption Date
and the place or places where amounts due upon such redemption will be payable
and, if less than all of the B.onds of any 1 ike maturity are to be redeemed,
the letters and numbers or other distinguishing marks of such Bonds so to be
redeemed, and, in the case of Fully Registered Bonds to be redeemed in part
only, such notice shall also specify the porti.on of the principal amount
thereof to be redeemed. Such not ice shall further state that on such date
there shall become due and payable upon each Bond to be redeemed the
Redemption Price thereof, or the Redemption Price of the specified portion of
the principal thereof in the case of a Fully Registered Bond to be redeemed in
part on ly, together with interest accrued to such date, and that fr.om and
after such date interest thereon shall cease to accrue and be payable. Such
notice shall be given by publication thereof in Authorized Newspapers, at
least once, not less than thirty (30) days nor more than sixty (60) days prior
to such Redempti.on Date. The Trustee shall als.o mail a copy of such notice,
postage prepaid, n.ot less than thirty (30) days nor more than sixty (60) days
prior to such Redempt ion Date, to the registered owner of any Bond, all or a
portion of which is to be redeemed, at his last address, if any, appearing
upon the registry books, and the Holders .of Bonds in bearer form who have
fi led an address and the number or numbers of their respective Bonds with the
Trustee for such purpose or pursuant to Section 1104, but such mailing shall
not be a cond it ion precedent to such redemption and fa ilure so to ma il any
such notice shall not affect the validity of any proceedings for the
redemption of Bonds.
404. Agency's Election to Redeem. The Agency shall give written notice
to the Trustee .of its election to redeem Bonds which are subject to õptional
redemption and of the Redemption Date, which notice shall be given at least
forty days (40) prior to the Redemption Date or at such later date as shall be
acceptable to the Trustee. In the event that the required notice of redemption
shall have been given, the Agency shall, and hereby covenants that it wi 11,
prior t.o the Redemption Date, pay to the Trustee an amount in cash which, in
addition to any other moneys available therefor held by the Trustee, will be
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sufficient to redeem at the Redemption Price thereof, plus interest accrued to
the Redemption Date, all of the Bonds which are to be redeemed.
405. Payment of Redeemed Bonds. Notice having been given by
publication in the manner provided in Section 403, the Bonds or portions
there.of called for redemption and specified in said notice shall become due
and payable on the Redemption Date specified in said notice at the Redemption
Prices thereof applicable on such date, .plus unpaid interest on said Bonds or
portions thereof accrued to such date,. and, upon presentation and surrender
thereof at the place or places. specified in said notice together with, in the
case of Fully Registered Bonds, a written instrument of transfer duly executed
by the registered owner thereof or by his attorney duly authorized in writing,
and, in the case of Bearer Bonds, all appurtenant coupons maturing subsequent
to such date, said Bonds or portions thereof shall be paid at the said
Redemption Prices, plus unpaid interest on said Bonds or portions thereof
accrued to such date not represented by coupons for matured interest
installments. All interest represented by coup.ons which shall have matured at
or prior to such Redemption Date shall continue to be p~able to the bearers
of such coup.ons. If there shall be so called f.or redemption less than all of
a Fully Registered Bond, the Agency shall execute and the Trustee shall
authenticate and deliver, upon the surrender of such Bond to the Trustee,
without charge to the owner thereof, for the unredeemed balance of the
principal amount of the Fully Registered Bond so surrendered, at the option of
the owner thereof, either Bearer Bonds or Fully Reg i stered Bonds of like
series, designation, interest rate and maturity in any of the authorized
denominat ions. If,.on such Redempt ion Date, moneys for the redempt i.on of all
the Bonds or portions thereof .of any like series and maturity to be redeemed,
together with interest thereon accrued and unpaid to such date, shall be held
by or on behalf of the Trustee so as t.o be available theref.or on such date and
if notice .of redemption there.of shall have been published as aforesaid, then
from and after such Redemption Date, interest on the Bonds .or portions thereof
of such maturity so called for redemption shall cease to accrue and become
p~ab le, and the coupons for interest appertain ing thereto maturing subsequent
to such Redemption Date shall be void and said Bonds and coupons shall no
longer be cons idered as Outstand ing hereunder. A 11 moneys held by or .on
behalf of the Trustee for the redemption of particular Bonds shall be held in
trust for the account.of the Holders of the Bonds so to be redeemed.
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ARTICLE V
ESTABLISHMENT OF FUNDS AND ACCOUNTS;
APPLICATION OF BOND PROCEEDS AND OTHER MONEYS
.
501. Estab 1 i sh'ment of Funds and Accounts. The Agency hereby
establishes and creates the f.oll.owing Funds and Accounts which shall be
special funds held by the Trustee:
A.
Bond Proceeds Fund
1. Issuance Expen se Account
2. Mortgage Loan Program Account
Revenue Fund
Operating Fund
Interest Fund
Principal Fund
Sink ing Fund
Debt Service Reserve Fund
Asset Accumulation Fund
Prior Redemption Fund
B.
C.
D.
E.
F.
G.
H.
1.
No amounts may be withdrawn, transferred or paid out of any of the above
Funds or Accounts except as provided in this Article or in Article VI or VII
here.of.
502. Deposit of Bond Proceeds. The pr.oceeds from the sale of the Bonds
shall be deposited with the Trustee on the date of delivery of the Bonds in
the Bond Proceeds Fund and credited in the following amounts to the following
Funds and Acc.ounts created pursuant to Sect ion 501, here.of:
.
.
(A) T.o the Interest Fund, the amount, if any, of interest accrued on
the Bonds from May I, 1981, to their date of delivery;
(B) T.o the Issuance Expense Account, the amount, if any, allocated to
said Fund by an Officer's Certificate;
(C) To the Debt Service Reserve Fund, an amount of money \\tIich equals
the Debt Service Reserve Requirement;
(D) To the Operating Fund, an amount, if any, as specified in an
Officer's Certificate; and
(E)
proceeds.
503. Application.of Issuance Expense Account.
To the Mortgage L.oan Program Account, the remainder .of the B.ond
.
(A) The Trustee shall app ly the moneys in the Issuance Expen se
Account to the pa,yment of Costs of Issuance, except that an alOOunt not to
exceed $40,000 (as specified in an Officer's Certificate) shall be transferred
.
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t.o the Oebt Service Reserve Fund. Such Costs .of Issuance shall be paid by the
Trustee upon receipt by the Trustee of requisitions identifying (i) the amount
to be paid, (ii) the payee, (iii) the service rendered or other basis for the
obligati.on to pay, and (iv) the date on which payment is to be made.
(B) Moneys rema in i ng in the Issuance Expen se Account sha 11 be
transferred to the Mortgage Loan Program Account after payment of all Costs .of
Issuance as evidenced by an Officer's Certificate.
504. Application of Mortgage Loan Program Account.
(A) Except as otherwise provided in this Res.olution for transfers
to other Funds and Accounts, moneys in the Mortgage L.oan Program Account shall
be used solely for the purpose of acquiring the Mortgage Loan Participation
and the making of a Loan to Lender in accordance with the provisions of the
Mortgage Loan Participation Purchase and Servicing Agreement and the Loan
Agreement.
(B) The Trustee shall apply the moneys in the Mortgage Loan
Program Account, upon receipt of a Requisiti.on, at the times, in the am.ounts
and for the purposes set forth in such Requisition.
(C) Subject to the provisi.ons of the invnediately succeeding
subsection (0) moneys remaining in the Mortgage Loan Pr.ogram Account and not
applied to the purchase of the Mortgage L.oan Participation and making the Loan
t.o Lender within thirty-f.our (34) months of the date of delivery .of the Bonds,
shall be transferred to the Pri.or Redemption Fund at the earliest practicable
date prior to May I, 1984, and appl ied to the spec ia 1 mandatory red emp t ion of
Bonds on May I, 1984.
(0) The Agency reserves the right to determine that f.orty-six
(46) months rather than thirty-four (34) months shall be the applicable period
for application of the 80nd proceeds in the Mortgage Loan Program Account,
such determination to be based upon either (i) the fact that 85% .of the
.origina 1 Bond proceeds depos ited in the Mortgage Loan Pr09ram Account have
been applied to the purchase of the Mortgage Loan Participatlon .or to make the
Loan t.o Lender and (i1) the Agency has obtained a nationally recognized Bond
or Tax Counsel's Opinion that the determination to so extend the period will
n.ot cause the Bonds to be arbitrage bonds within the meaning of Section 103(C)
of the Internal Revenue Code of 1954, as amended, and the regulations
promulgated thereunder. The Agency'!; determination as to whether or not it
may s.o extend, and shall so extend, the period shall be set forth 1n an
Officer's Certificate and a Certificate of Projected Pledged Revenues
de 1 ivered to the Trustee on or before March I, 1984, or such later date as
shall be acceptable to the Trustee.
(E) If an extension is effected pursuant to the immediately
preceding Subsection (0), any amounts in the M.ortgage Loan Program Account on
May I, 1985, shall be transferred to the Pri.or Redemption Fund and applied t.o
the purchase or special redemption .of Bonds, as provided in Article IV.
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505. Application of Commitment Fees and Program Participati.on Fees.
Corrmitment Fees and Program Participation Fees paid by the developer of the
Project for participation in the Mortgage Loan Program Qf the Agency shall be
applied as follows:
(1) The developer shall, concurrently with the delivery of the
Bonds t.o the purchasers, pay as a Commitment Fee the sum of $131,019 to
the Trustee, which sum the Trustee shall deposit in the Principal Fund
for applicati.on as provided in Section 604;
(2) The developer- shall, c.oncurrently with the delivery of the
Bonds to the purchasers, pay as an additional Commitment Fee the sum of
$65,509 to the Agency, which sum shall be free and clear of the lien of
the Resolution;
(3) The developer shall, concurrently with the purchase of a
participati.on in a Mortgage Loan by the Trustee on behalf of the Agency,
Pé\Y (or otherwise cause to be credited) as a Program Participation Fee
to the Trustee pursuant to the applicable sales escrow a sum equal to
two percent of the initial principal amount of such Mortgage L.oan, which
sum the Trustee shall deposit in the Principal Fund for application as
provided in Section 604; and
(4) The developer shall, concurrently with the purchase of a
participation in a Mortgage Loan by the Trustee on behalf of the Agency,
Pé\Y (or otherwise cause to be credited) as an additional Pr.ogram
Participation Fee to the Agency pursuant to the applicable sales escrow
a sum equal to one-half .of one percent of the initial principal amount
.of such Mortgage Loan, which sum shall be free and clear of the lien .of
the Resolution;
(5) The developer may, pursuant to the C.onmitment Contract (and
Reservati.on of Funds), pay an additional sum (t.o reduce the annual
interest rate on the applicable Mortgage Loan) concurrently with the
pé\Yment described in (3) above, which additional sum, if any, the
Trustee shall deposit in the Revenue Fund.
506. Trustee Reliance on Documents. The Trustee may exclusively rely,
as to the truth of the statements and the correctness of the opinions
expressed therein, upon all Requisitions, certificates or other documents
furnished to the Trustee pursuant to this Article and believed by the Trustee
to be genuine. All such Requisitions, certificates and other documents shall
be retained in the possession of the Trustee, subject at all times during
normal business hours to the inspection .of the Agency. The Trustee has no
responsibility or liability for, and the Agency assumes all responsibility and
liability for, the correctness, validity and genuineness of any such
Requisition, certificate .or .other document believed by the Trustee to be
genuine, valid and correct.
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507. Quarterly Rep.orts. The Trustee shall pr.ovide'the Agency with
quarterly reports, commencing with the period ending three months after the
Issue Date of the Bonds, and continuing for as long as there are moneys in the
M.ortgage L.oan Program Account, stating all receipts paid into and all
disbursements made from said Account pursuant to the provisions of this
Article. Such reports shall be mailed by the Trustee to the Agency.
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ARTICLE VI
APPLICATION OF PLEDGED REVENUES AND OTHER MONEYS-
601. Pledge of Revenues, Loan and Funds; Nature of Obliqation.
(A) Subject only to the prior lien of the Trustee and each Paying
Agent established by Section 807, all of the Pledged Revenues and all Funds .or
Accounts held by the Trustee under the provisi.ons of this Resoluti.on are
hereby pledged to secure the payment of the principal or Redemption Price of
and interest on the B.onds. This pledge hereby made shall be valid and binding
from and after the time of the delivery by the Agency of the first Bond
delivered under this Resolution. The Pledged Revenues, and Funds .or Accounts
so pledged and then .or thereafter received by the Trustee shall irrrnediately be
subject to the lien of such pledge without any physical delivery or further
act, and the lien of such pledge and the obligation to perform the contractual
pr.ovisions hereby made shall have the priority over any or all other
obligations and liabilities of the Agency, and the lien of such pledge shall
be valid and binding as against all parties having claims of any kind in tort,
contract or otherwise against the Agency irrespective of whether such parties
have not ice thereof.
(B) The Bonds shall not be deemed to const itute a debt .or
liability of the Agency or the City nor a pledge of the faith and credit of
the Agency or the City but shall be special obligations of the Agency payable
s.o le ly fr.om the Revenue Fund and the other Funds or Accounts herein pr.ovided.
The issuance of Bonds under this Resolution shall n.ot directly, indirectly, or
contingently obligate the Agency or the City to levy .or to pledge any form of
taxation whatever therefor or t.o make any appropriati.on for their payment.
(C) Nothing in this Section shall be construed to prevent the
Agency from applying IOOneys in the various Funds or Accounts in the manner
provided in this Resolution.
602. Deposit of Pledqed Revenues. Except as herein provided to the
contrary, all Pledged Revenues received by the Agency shall be deposited with
the Trustee and credited to the Revenue Fund.
603. Administration of Revenue Fund. The Revenue Fund shall be
administered and transfers and disbursements made therefrom as provided in
this Section. Moneys in the Revenue Fund shall be transferred semiannually on
May 1 and November 1 of each Bond Year in the manner, in the order and with
the priority as set forth in subsection (A) to (E), inclusive by the Trustee
as foll.ows: .
(A) To the Interest Fund,
Requirement.
an alOOunt equal to the Interest
(B) Corrrnencing on N.ovember 1, 1983, to the Principal Fund .or
Sinking Fund an am.ount equal to one-half (1/2) of the Principal Installment or
Sinking
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Fund Installment (as adjusted for redemptions) to be paid on the next
Principal Installment Date or Sinking Fund Installment Date.
(C) To the Debt Service Re~erve Fund, after making the foregoing
allocations and transfers, if, and to the extent, the balance in the Debt
Service Reserve Fund is less than the Debt Service Reserve Requirement.
(D) To the Operating Fund, an alOOunt not to exceed an alOOunt
equal to one-half (1/2) of the annual premium for Special Hazard Insurance,
annual Trustee and Paying Agent fees and annual fees of Independent
accountants. '
(E) To the Asset Accumulation Fund any surpluses remaining in the
Revenue Fund after making the allocati.ons and transfers provided for in the
preceding subsections.
604. Application of Interest and Principal Funds.
(A) The Trustee shall withdraw from the Interest Fund, prior to
each Interest Payrœnt Date of the Bonds, an alOOunt equal to the Interest
Requirement payable on such Interest Payment Date, and shall cause the same t.o
be applied to the payrœnt of said interest when due and is hereby authorized
to transmit the same to Paying Agents who shall apply the same to such payment.
(B) The Trustee shall withdraw from the Principal Fund, prior t.o
each Principal Installment Date, an amount equal to the principal amount .of
the Outstanding Bonds, if any, maturing on said Principal Installment Date and
shall cause the same to be applied to the payment of the principal of said
Bonds when due and is hereby authorized to transmit the same to Paying Agents
who shall apply the same to such payment. On each May 1, the Trustee shall
transfer all IOOneys in the Principal Fund in excess of the alOOunt necessary to
pay principal of the Bonds on the next succeeding Principal Payment Date to
the Revenue Fund, except that the Trustee shall continue to hold in the
Principal Fund all Cormnitment Fees and Program Participation Fees received
pursuant to Section 505 in the Principal Fund until such time as such fees are
applied to the payment of principal of the B.onds on May 1, 1984.
(C) A 11 withdrawa ls and transfers under the prov is ions of
subsection (A) or subsection (B) of this Secti.on (other than transfers on May
1 as specified in subsection (B)) shall be made not earlier than one (1) day
prior to the Interest Payment Date or Principal Installment Date to I'IIich it
re lates, and the alOOunt so withdrawn or transferred sh all, for the purposes of
this Resolution, be deemed to remain in and be part of the appï.opdate Fund
until such Interest Payment Date or Principal Installment Date.
605. Application of Sinking Fund.
(A) The Trustee shall apply IOOneys in the Sinking Fund to the
purchase or the redempti.on of the Bonds in the manner provided in this Section
and to the payment of the principal there.of at maturity, provided that on each
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May 1, the Tru.stee shall transfer all rooneys in the Sinking Fund in excess of
the amount necessary to pay principal of the B.onds on the next succeeding
Sinking Fund Installment Date to the Revenue Fund, and pr.ovided further that
no such Bonds shall be so purchased during the period .of thirty (30) days next
preceding the date of a Sinking Fund Installment established for such Bonds.
The purchase price paid by the Trustee (excluding accrued interest which shall
be paid from the Interest Fund but including any brokerage and other charges)
for any Bond purchased pursuant to th i s Sect ion sha 11 not exceed the
Redemption Price of such Bond applicable upon its redemption by operati.on of
the Sinking Fund through application .of the rooneys available for such purchase
on the next date of a Sinking Fund Installment established for such Bonds.
Subject to the limitations hereinbefore set forth or referred to in this
Secti.on, the Trustee shall purchase Bonds at such times, for such prices, in
such amounts and in such manner (whether after advertisement for tenders or
otherwise) as the Trustee in its discretion may determine and as may be
possible with the amount .of rooneys available therefor in the Sinking Fund. If
on any date there shall be rooneys in the Sinking Fund and there shall be no
Outstanding Term Bonds such Sinking Fund shall be closed and the Trustee shall
transfer any moneys therein to the Revenue Fund.
(B) As soon as pract icab le after the s ixt ieth (60th) and before
the twenty-fifth (25th) day prior to the Sinking Fund Installment Date, the
Trustee shall call for redemption in the manner provided in Article IV on the
said Sinking Fund Installment Date and by application of said Sinking Fund
Installment redeem such principal amount .of the Bonds entitled to said Sinking
Fund Installment less such amounts of Bonds purchased pursuant t.o subsection
(A) of this Secti.on, and on such Redempti.on Date the Trustee shall apply the
rooneys in such Sinking Fund to the payment of the Redemption Price .of the
Bonds so called for redemption.
606. Application of Prior Redemption Fund.
(A) Moneys in the Prior Redemption Fund shall be applied to
specia 1 mandatory redemption of Bonds under the circumstances and from the
sources of funds set forth in Sections 401(B) and 504(C) and in the manner
provided in Section 401(B), (E) and (F).
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(B) In the event .of optional redemption of Bonds pursuant to
Section 401(C), the Trustee shall, upon receipt of the Officer's Certificate
referred to in subsection (C), apply rooneys in the Prior Redemption Fund to
the purchase of the Bonds designated in said Officer's Certificate at the roost
advantageou s price obta inab le with due d ili gence, such price (excluding
accrued interest which shall be paid from the Interest Fund but including any .
brokerage or other charges) not to exceed the Redemption Price of such Bonds
applicable on the next ensuing Redemption Date for such Bonds. Bonds not so
purchased may be redeemed at a Redemption Price and at the time and in the
manner provided in Article IV. Bonds shall not be purchased pursuant to this
subsection during the thirty (30) days prior to a Redempti.on Date fr.om moneys
to be applied to the redemption of Bonds on such date.
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(C) Any Bonds to be purchased or redeemed by the Trustee at the
option of the Agency pursuant to Section 401(C) from moneys in the Prior
Redempt ion Fund sha 11 be purchased or redeemed by the Trustee on ly upon
receipt by the Trustee of an Officer's Certificate determining or certifying
the following:
(1) the principal amount of Bonds to be purchased or redeemed;
(2) the years in which Sinking Fund Installments are to be
reduced and the amount by which the Sinking Fund Installments so
determined are to be reduced,. provided that the aggregate of such
reductions in Sink ing Fund Insta llments sh all equal the aggregate
principal amount of Bonds to be purchased or redeemed; and
(3) the Redemption Date.
607. Deficiencies in B.ond Funds. .
(A) In the event that five (5) days prior to any Interest Payment
Date the amount in the Interest Fund is insufficient to pay interest due on
the Bonds on said Interest Payment Date, and the transfer to the Interest Fund
of any available funds in the Asset Accumulation Fund is insufficient to pay
the interest due on the Bonds on said Interest Payment Date, the Trustee shall
withdraw from the Debt Service Reserve Fund and depos it in the Interest Fund
the amount of such deficiency remaining. In the event that there remains a
deficiency in the Interest Fund after withdrawing moneys from the Debt Service
Reserve Fund, the Trustee shall transfer moneys from any other Fund .or Account
pledged to the payment of interest on the Bonds, including the Sinking Fund t.o
the Interest Fund in the amount of such deficiency.
(B) In the event that sixty (60) days prior to the next
succeeding Principal Fund Installment Date the amount in the Principal Fund
or, in the event that sixty (60) days pri.or t.o the next succeeding Sinking
Fund Installment Date, the amount in the Sinking Fund, after transfer to the
Principal or Sinking Fund of any available funds in the Asset Accumulation
Fund, is insufficient to pay the Principal Installment or Sinking Fund
Installment due on the Bonds to be paid from the respective Fund on the next
succeeding Principal Installment Date or Sinking Fund Installment Date, the
Trustee shall forthwith withdraw from the Debt Service Reserve Fund the amount
of such deficiency and transfer the same to the Principal Fund or the Sinking
Fund as the case may be.
608. Application of Debt Serv ice Reserve Fund.
(A) If at any time there shall not be a sufficient amount in the
Interest Fund Princ ipa 1 Fund .or Sink ing Fund t.o make payment of Interest
Installments, Principal Installments or Sinking Fund Installments and in the
event that the amount transferred from the Asset Accul11Jlation Fund is
insufficient to make up such deficiency as provided in Section 607, the
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Trustee shall withdraw from the Debt Service Reserve Fund and pay into the
appropriate Fund the amount of the deficiency then remaining.
(B) Any surpluses in the Debt Service Reserve Fund shall be
transferred semiannually to the Revenue Fund.
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609. Application of Operating Fund. Except as otherwise provided in
this Section, all amounts in the Operating Fund shall be applied to the
payment of Operating Expenses upon receipt by the Trustee of a Requisition or
Officer's Certificate directing such payment. Any balance remaining in the
Operating Fund on April 30 of any year shall be transferred to the Revenue
Fund.
610. Applicati.on.of Asset Accumulation Fund
(A) Moneys deposited int.o the Asset Accumulation Fund shall first
be applied by the Trustee to make up any deficiency in the f.oll.owing Funds in
the following .order:
FIRST:
SECOND:
Interest Fund
Principal Fund
THIRD:
FOURTH:
Sink ing Fund
Debt Serv ice Reserve Fund
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FIFTH:
Operating Fund
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(B) During the period which terminates March 1, 1982, amounts
remaining in the Asset Accumulation Fund after making the transfers described
above may be transferred to the Mortgage Loan Program Account upon receipt by
the Trustee of an Officer's Certificate stating that the amounts to be so
transferred are able to be and shall be immediately applied to the purchase of
the Mortgage Loan Participation or the making of the Loan to Lender.
After March I, 1982, amounts in the Asset Accumulati.on Fund shall be
transferred to the Prior Redemption Fund and applied to the special mandatory
redemption of Bonds.
611. Call of All Outstanding Bonds. In the event that the amount in
the Funds and Accounts created by this Resolution and pledged to the payment
of B.onds is sufficient to pay the Redemption Price .of and interest on all
Bonds Outstanding, the Trustee, upon receipt of an Officer's Certificate
authorizing the same, shall withdraw from such Funds and Accounts an amount
equa 1 to such Redempt ion Price of and interest on all Bonds Outstanding and
deposit the same in the Prior Redemption Fund.
612. Quarterly Reports. The Trustee, commencing with the period ending
three (3) months after the Issue Date of the Bonds, shall provide the Agency
with quarterly reports covering all receipts paid into and all disbursements
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made from each Fund and Account held by the Trustee pursuant to the provisions
of this Article. Such reports shall be mailed by the Trustee to the Agency.
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ARTICLE VI I
SECURITY FOR OEPOSITS ANO INVESTMENT OF FUNDS
701. Security for Deposits. All rroneys held hereunder by the Trustee
and any Paying Agent except as .otherwise provided shall be continuously and
fully secured by securities eligible by law to be held as security for public
deposits of a market value at least equal to the amount required by law;
provided, h.owever, that it shall not be necessary for any Paying Agent to give
secur ity for the depos it of any moneys with it he 1d in tru st for the payment
of the principal or Redemptiòn Price of or interest on Bonds, or for the
Trustee to give security for any moneys which shall be represented by
obligations purchased under the pr.ovisions of this Resolution as an investment
of such moneys.
702.
Investment of Moneys Held by the Trustee.
(A) Each of the Funds .or Accounts he 1d by the Trustee shall be a
trust fund for the purpose thereof. Moneys in. each of said Funds or Accounts
shall be invested by the Trustee in Permitted Investments; provided, that the
Agency may direct the Trustee as to specific Permitted Investments by
Officer's Certificate. The maturity or redempt ion date of such investments
shall coincide as nearly as practicable with the times at which rroneys in said
Funds or Accounts will be required for the purposes in this Resolution.
(B) The Agency shall, by Officer's Certificate delivered to the
Trustee concurrently with the delivery of the Bonds to the purchasers thereof,
auth.orize and direct the Trustee to enter into an agreement with First Chicago
Corporat ion to purchase Permitted Investments as in sa i d agreement described
and an Authorized Officer shall, prior thereto, enter into such an agreement
with First Chicago Corporation on behalf of the Agency. The Trustee shall not
sell, pledge, assign or otherwise transfer such Permitted Investments without
the prior written consent of the parties theret.o to such sale, assignment or
transfer.
(C) Moneys deposited in the Interest Fund representing accrued
interest paid upon delivery of the Bonds and moneys deposited in the Debt
Service Reserve Fund representing the initial deposit therein of a porti.on of
the proceeds of the Bonds shall be invested as directed in the Certificate of
Projected Pledged Revenues delivered to the Trustee concurrently with the
delivery of the Bonds. The amount of Bond proceeds initially transferred from
the Issuance Expense Account to the Debt Service Reserve Fund shall be
redepos ited by the Trustee into the Issuance Expense Account as soon as there
are sufficient investment earnings available in the Debt Service Reserve Fund
for such purpose.
(D) Permitted Investments purchased as an investment of moneys in
any Fund .or Accounts held by the Trustee shall be deemed at all times to be a
part of such Fund or Accounts until such amount is transferred in accordance
with this Resolution.
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(E) In co""uting the a ()unt in any Fund .or Account held by the
Trustee, Permitted Investments purchased as an investment .of moneys therein
sha 11 be valued at the lower of either the actual cost or the then current
market value thereof.
(F) The Trustee shall sell at the best price obtainable, or
present for redemption, any Permitted Investment whenever it shall be
necessary in order to provide moneys t.o meet any payment or transfer fr.om the
Fund or Acc.ount for which such investmen't was made.
(G) In lieu of the investment of moneys in Permitted Investments,
as authorized herein, the Trustee may dep.osit moneys fr.om any Fund or Account
in interest-bearing time .or savings dep.osits, or other similar banking
arrangements with any Depositary, provided that no moneys in the Mortgage Loan
Program Acc.ount shall be so deposited' unless the Trustee shall certify in
writing t.o the Agency, upon the making of each such deposit or arrangement,
that the interest to be earned thereon wi 11 be in excess of the interest,
income or increment that would be earned by the investment of such moneys in
obligations authorized in subsection (A) above in Permitted Investments at the
then current market prices; and provided further, that all moneys in each such
interest-bearing time or savings deposit .or other similar banking arrangement
shall be continuously and fully secured as provided in Section 701.
703. Transfer to Revenue Fund. Except as herein otherwise expressly
provided, the interest earned or other income derived from the investment .or
deposit of moneys in any Fund or Account shall accrue t.o or be transferred by
the Trustee upon receipt thereof to the Revenue Fund.
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ARTICLE VIII
THE TRUSTEE AND PAYING AGENT
801. Trustee Appointment and Acceptance of Duties. The Agency hereby
appoints Security Pacific National Bank, Los Angeles, California, as Trustee
and Paying Agent under this Resolution. The Trustee shall signify its
acceptance of the duties and obligations imposed up.on it by this Res.oluti.on by
written instrument of acceptance deposited with the Agency. The property,
rights, powers and duties of - the Trustee under this Resolution are hereby
vested in said Trustee in trust for the B.ondholders. The Trustee (and any
successor Trustee) shall have a capital and surplus aggregating at least
fifty million dollars ($50,000,000). -
802. Paying Agent. The Agency hereby appoints Security Pacific
National Bank in Los Angeles, California, as Paying Agent under this
Resolution. The Agency may at any time or from time t.o time by Supplemental
Resolution app.oint .one or more other Paying Agents for such Bonds. Each
Paying Agent shall be a bank, trust company or national banking associati.on,
having a capital and surplus aggregating at least fifty million d.ollars
($50,000,000). Each Paying Agent shall signify its acceptance of the duties
and obligations imposed upon it by this Resolution by executing and delivering
to the Agency and the Trustee a written acceptance thereof.
803. Responsibilities of Trustee and Paying Agent. The recitals .of
fact herein and in the Bonds contained shall be taken as the statements of the
Agency and neither the Trustee nor any Paying Agent assumes any responsibility
for the correctness of the same. Neither the Trustee nor any Paying Agent
shall be deemed to make any representations as t.o the validity or sufficiency
of this Resolution or of any Bonds or c.oupons issued thereunder or in respect
of the security aff.orded by this Resolution, and neither the Trustee n.or any
Paying Agent shall incur any responsibility .or duty with respect to the
issuance of the Bonds for value or the application of the proceeds thereof or
the application of any moneys paid to the Agency. Neither the Trustee nor any
Paying Agent shall be under any obligation or duty to perform any act \'A1ich
would involve it in expense or liability or to institute or defend any suit in
respect hereof, or to advance any of its own moneys, unless properly
indermified to its satisfaction. Neither the Trustee nor any Paying Agent
shall be liable in connection with the performance of its duties hereunder
except for its own negligence or wilful default. Neither the Trustee n.or any
Paying Agent shall be under any responsibility or duty with respect to the
application of any moneys paid to anyone of the others.
804. Funds Held in Trust. All moneys held by the Trustee at any time
pursuant to the terms of this Resolution shall be and hereby are assigned,
transferred and set over unto such Trustee in trust for the purposes and under
the terms and conditions of this Resolution.
805. Evidence on Which Trustee May Act. The Trustee and any Paying
Agent shall be protected 10 actlOg upon any notice, res.olution, request,
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consent, order, certificate, report, opinion, bond, or other paper or document
believed by it to be genuine, and to have been signed or presented by the
proper party or parties. The Trustee and any Paying Agent may consult with
counsel, \'tho may or may not be of counsel to the Agency, and the opinion .or
advice of such counsel shall be full and col1J )lete auth.orizati.on and protection
in respect of any action taken or suffered by it under this Res.olution in good
fa ith and in accordance therewith.
Whenever the Trustee .or any Paying Agent shall deem it necessary or
desirable that a matter be prQved or established prior to taking or suffering
any action under this Resolution, such matter (unless other evidence in
resp~ct thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by an Officer's Certificate and such
Officer's Certificate shall be full warrant for any act ion taken or suffered
in g.o.od faith under the provisions of this Resolution upon the faith thereof,
but in its discretion the Trustee or any Paying Agent may in lieu thereof
accept other evidence of such fact or matter or may require such further or
additional evidence as to such facts or matters as it may deem reasonable.
Except as otherwise expressly provided in this Resolution, any request,
order, ootice .or other directi.on required or permitted to be furnished
pursuant to any provision thereof by the Agency to the Trustee or any Paying
Agent shall be sufficiently executed if executed in the name of the Agency by
an Authorized Officer.
806. Trustee Reliance on Documents. The Trustee may exclusively rely,
as to the truth of the statements and the correctness 'of the opinions
expressed therein, upon all Requisiti.ons, certificates or other d.ocuments
furnished t.o the Trustee pursuant to. this Resolution and believed by the
Trustee to be genuine. All such Requisiti.ons, certificates and other
documents shall be retained in the possession of the Trustee, subject at all
times during normal business hours t.o inspection by the Agency. The Trustee
has no responsibility .or liability for, and the Agency assumes all
resp.onsibility and liability for, the correctness, validity and genuineness .of
any such Requisition, certificate .or other d.ocument believed by the Trustee to
be genuine, valid and c.orrect.
807. Compensation and Expenses. The Agency shall pay to the Trustee
and to each P ayi ng Agent from time to time reasonab le compensat ion for all
services rendered under this Resolution, and also all reasonable expenses,
charges, legal and consulting fees and. other disbursements and those of its
attorneys, agents and employees, incurred in and about the performance of
their powers and duties under this Resolution, and the Trustee and each Paying
Agent shall have a lien therefor on any and all funds at any time held by it
under this Resolution which lien shall be prior and superior to the lien of
the Holders of the Bonds. The Agency further covenants and agrees t.o
indelmify and save the Trustee and each Paying Agent harmless against any
loss, expense and liabilities which it may incur arising .out of or in the
exercise and performance .of its powers and duties hereunder, including the
costs and expenses of defending against any claim of liability, but excluding
42
liabilities whjch are due to its negligence or wilful default. The Agency
further covenants and agrees to advance to the Trustee and each Paying Agent,
from aroounts available therefor in the Operating Fund, all aroounts requested
as the costs and expenses of such defense.
808. Permitted Acts and Functi.ons. The Trustee and any Paying Agent
may buy, own, hold and sell any Bonds, coupons or notes of the Agency, whether
heretofore or hereafter issued or created, and may engage or be interested in
any financial or other transaction with the Agency, including (subject to any
law or regulations precluding. or limiting any relationships between Mortgage
loans and Bonds purchased) serving as a Qualified Mortgage lender in the
M.ortgage loan Pr.ogram with like effect and with the same rights it would have
if it were not such Trustee or Paying Agent. The Trustee and any Paying Agent
may act as dep.osit.ory for, and permit any .of its officers .or directors to act
as a member of, .or in any other capacity with respect to, any committee f.ormed
to protect the rights of Bondholders or t.o effect .or aid in any reorganization
growing out of the enforcement of the Bonds or this Resolution whether or not
any such corrrnittee shall represent the Holders of a majority in principal
amount of the Bonds then Outstanding.
809. Resignation of Trustee. The Trustee may at any time resign and be
discharged of the duties and obligations éreated by this Resolution by giving
not less than sixty (60) days' written notice to the Agency and publishing
notice thereof once in an Authorized Newspaper. Such res ignat ion shall take
effect on the date on wh ich the appointment of a successor Trustee under
Secti.on 811 becomes effective.
810. Removal of Trustee. The Trustee shall be rerooved by the Agency if
at any time so requested by an instrument or concurrent instruments, in
writing, fi led with the Trustee and the Agency, and signed by the Holders of a
majority in principal amount of the Bonds then Outstanding or their
attorneys-in-fact duly authorized, excluding any Bonds held by or for the
account of the Agency. The Agency may remove the Trustee at any time, except
during the existence of an event of default as defined in Section 1201 hereof,
for such cause as shall be determined in the sole discreti.on of the Agency by
filing with the Trustee an instrument signed by an Authorized Officer.
811. ,Appointment of Successor Trustee. In case at any time the Trustee
shall resign or shall be rerooved or shall become incapable of acting, or shall
be adjudged a bankrupt .or insolvent, or if a receiver, liquidator or
conservator of the Trustee,or of its property or affairs is appointed, the
Agency covenants and agrees that it will thereupon appoint a successor
Trustee. The Agency shall publish notice of any such appointment made by it
in an Authorized Newspaper, such publication to be made within twenty (20)
days after such appointment.
If in a proper case no appointment of a successor Trustee shall be made
pursuant to the f.oreg.oing provisi.ons of this Section within thirty (30) days
after the Trustee shall have given to the Agency written notice, as provided
in Section 809, or after a vacancy in the office of the Trustee shall have
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occurred by reason .of its inabil ity to act, the Trustee or the Holder of any
Bond IIBY apply to any court of competent jurisd iction to appoint a successor
Trustee. Said court may thereupon, after such notice, if any, as such court
may deem proper and prescribe, appoint a successor Trustee.
812. Transfer of Rights and Property to Successor Trustee. Any
successor Trustee appointed under this Resolution shall execute, ackn.owledge
and deliver to its predecessor Trustee, and also to the Agency, an instrument
accepting such appointment, and thereupon such successor Trustee, without any
further act, deed .or c.onveyance, shall become fully vested with all money,
estates, properties, rights, powers, duties and obligations of such
predecessor Trustee, with like effect as if originally named as Trustee; but
the Trustee ceasing t.o act shall, nevertheless, .on the written request of the
Agency, or of the successor Trustee, execute, acknowledge and deliver such
instruments of c.onveyance and further assurance and do such other th ings as
may reasonably be required f.or more fully and certainly vesting and confirming
in such successor Trustee all the right, title and interest of the predecessor
Trustee in and to any property held by it under this Resolution, and shall pay
over, assign and deliver to the success.or Trustee any money or other property
subject t.o the trusts and c.onditions herein set forth. Should any deed,
c.onveyance or instrument in writ ing from the Agency be required by such
successor Trustee for more fully and certainly vesting in and confirming to
such successor Trustee any such estates, rights, powers and duties, and all
such deeds, conveyances and instruments in writing shall, on request, and so
far as may be auth.orized by law, be executed, acknowledged and delivered by
the Agency. Any such successor Trustee shall prompt ly notify each Paying
Agent of its appointment as Trustee.
813. Merger, Conversion or Consolidation. Any company into which the
Trustee may be merged.or converted or with which it may be c.onsolidated or any
company resu lt ing fr.om any merger, convers i.on .or cons.o li dation to wh ich it
shall be a party or any c.ompany to which the Trustee may sell or transfer all
or substantially all of its corporate trust business, shall be the successor
to such Trustee without the execution or filing .of any paper or the
performance of any further act; provided, that such Trustee shall be a bank or
trust company organized under the laws of the State or a national banking
association and shall have an office for the transaction of its business in
the State, and shall be authorized by law to perform all the duties imposed
upon it by this Resolution. '
814. Resignation or Removal of Paying Agents and Appointment of
Successors. Any Paying Agent may at any time resign and be discharged of the
duties and obligations created by this Resolution by giving at least sixty
(60) days' written notice to the Agency and the Trustee. Any Paying Agent may
be removed at any time by an instrument fi led with such Paying Agent and the
Trustee and signed by an Authorized Officer. Any successor Paying Agent shall
be appointed by the Agency and shall be a bank or trust company organized
under the laws of any state of the United States or a national banking
association and willing and able to accept the office of Paying Agent on
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reasonab le and cust.omary terms and authorized by law to perform a 11 the duties
imposed upon it by this Resoluti.on.
In the event of the resignation or removal of any Paying Agent, such
Paying Agent shall pay over, assign and deliver any moneys held by it to its
successor, or if there be no successor then app.ointed, to the Trustee until
such successor be appointed.
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ARTICLE IX
COVENANTS OF THE AGENCY
The Agency covenants and agrees with the Holders of the B.onds as f.ollows:
901. Payment of B.onds. The Agency shall pr.omptly pay any and all
Pledged Revenues received by it to the Trustee for dep.osit and application
there.of to the payment of the principal or Redemption Price, if any, of every
Bond and the interest thereoD, at the dates and places and in the manner
provided in the Bonds and in the coupons thereto appertaining, according to
the true intent and meaning thereof.
902. Extension of Payment of Bonds and C.oupons. The Agency shall not
directly or indirectly extend or assent to the extension of the maturity .of
any of the B.onds or the time of payment of any of the coupons or claims for
interest by the purchase or funding of such Bonds, coupons or claims for
interest .or by any other arrangement, and in case the maturity of any of the
Bonds or the time for payment .of any such coup.ons or claims for interest shall
be extended, such Bonds, coupons or claims for interest shall not be entitled
in case of any default under this Resolution to the benefit of this Resolution
or to any payment .out of any of the funds held by the Trustee or any Paying
Agent, except subject to the prior payment of the principal of all Bonds
issued and Outstanding the maturity of which has not been extended and of such
portion.of the accrued interest on the Bonds as shall not be represented by
such extended c.oupons .or claims for interest.
903. Further Assurances. At any and all times the Agency shall upon
written request of Trustee, s.o far as it may be authorized or permitted by
law, pass, make, do, execute, acknowledge and deliver, all and every such
further res.o1utions, acts, deeds, conveyances, assignments, transfers and
assurances as may be necessary or desirable for the better assuring,
conveying, granting, assigning, confirming and effecting all and singular the
rights, Pledged Revenues, Mortgage Loans, Funds and other moneys, securities,
funds and property hereby pledged or assigned or intended so to be, .or l'l1ich
the Agency may hereafter become bound to pledge or assign in trust.
904. Power to Issue Bonds and Make P1edqes. The Agency is duly
authorized pursuant to law to authorize and issue the Bonds and to adopt this
Resolution and to pledge the Pledged Revenues, the Mortgage Loan
Participation, the Loan and Funds and Accounts, purported to be pledged by
this Resolution in the manner and to the extent provided in this Resolution.
The Pledged Revenues, the riortgage Loan Participation, the Loan and Funds and
Accounts so pledged are and will be free and clear of any pledge, lien, charge
.or encumbrance there.on or with respect thereto prior to, .or of equal rank
with, the pledge created by this Resolution, except for the liens in favor of
the Trustee and Paying Agents provided in Section 807 hereof, and all
corporate action on the part of Agency to that end has been duly and validly
taken. The Bonds and the provisi.ons of this Resolution are and will be the
valid and legally enforceable obligations of the Agency in accordance with
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their terms and the terms of this Resolution. The Agency shall at all times,
to the extent permitted by law, defend, preserve and protect the pledge .of the
Pledged Revenues, the Mortgage loan Participation, the loan and Funds and
Accounts under this Resoluti.on and all the rights of the Bondholders under
this Res.olution against all claims and demands of all persons whom&oever.
905. Accounts and Reports.
(A) The Agency shall keep. proper books of record and acc.ount in
which complete and c.orrect entries shall be made of its transactions relating
to the loan, the Mortgage loan- Participation, Pledged Revenues, and all Funds
and Accounts established by this Resolution, which shall at all reasonable
times be subject to inspection by the Trustee and the H.olders of an aggregate
.of rot less than five percent (5%) in principal amount of the Bonds then
Outstanding .or their representatives duly authorized in writing.
(B) The Agency sha 11 annually, with i n one hundred and twenty
(120) days after the close of each Fiscal Year, fi le with the Trustee a copy
of an annua 1 report regard ing its Mortg age loan Program f.or such Fi sca 1 Year,
accompanied by an Accountant's Certificate, setting forth in co~lete and
reasonable detail the following matters relating to the Program: (i) the
operat ions and accomp li shments of the Program; (i i) receipts and expenditures
of the Program during such Fiscal Year in accordance with the categories .or
classificati.ons established by the Agency for its .operating and capital outlay
purposes; (iii) the assets and liabilities of the Program at the end of such
Fiscal Year, including the status of the Mortgage loan Participation, the loan
and the Funds and Accounts estab.lished by this Resolution; and (iv) a schedule
.of its Bonds Outstanding at the end of such Fiscal Year, to~ether with a
statement of the amounts paid, redeemed and issued during such Flscal Year. A
copy of each such annual rep.ort and Accountant's Certificate shall be mailed
by the Agency to the Trustee, Standard & Poor's Corporation, and each
Bondholder who shall have fi led his name and address with the Agency f.or such
purpose.
906. Special Hazard Insurance Premiums. The Agency cause the Trustee
to shall pay when due the premiums on the policy of Special Hazard Insurance.
If the Agency's existing Special Hazard Insurance shall be cancelled for any
reason, then the Agency shall direct the Trustee to exercise its best efforts
to obtain a comparable replacement policy from a properly licensed issuer with
a total coverage equal to the then existing coverage of the cancelled Special
Hazard Insurance.
907. Personnel and Servicing .of MortQages. The Agency shall at all
times app.oint, retain and employ competent supervisory personnel f.or the
purpose .of carrying .out its Mortgage loan Program and shall establish and
enf.orce reasonable rules, regulations and standards for the construction and
completi.on .of all Residential Construction and for the making of Mortgage
loans. The Agency shall cause all such Residential Construction to be
accomplished in an efficient and econ.omical manner. All persons employed by
the Agency shall be qualified for their respective positions. Nothing herein
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shall rrean or be deerred to be a prolÌibiti.on- against the Agency's c.ontracting
for all or any part of such services.
908. Waiver of Laws. The Agency shall not (to the extent then
permitted by law) at any tirre insist upon or plead in any manner whatsoever or
claim or take the benefit or advantage of any stay or extension law now or at
any time hereafter in force wh ich may affect the covenants and agreements
c.ontained in this Resolution or Supplerrental Res.olution or in the Bonds. and
all benefit .or advantage of any such law or laws is hereby expressly waived by
the Agency.
909. CoWJliance with C.onditions Precedent. Upon the date of issuance
of any of the onds. all conditions, acts and thlngs required by law .or by the
Resolution to exist. t.o have happened or to have been perforrred precedent to
or in the issuance of such Bonds shall exist. have happened and have been
perforrred. and such Bonds. together with all other indebtedness of the Agency,
shall be within every debt and other limit prescribed by law.
910.
Issuance of Additional Obligations.
(A) Except for Refunding Bonds issued pursuant to Secti.on 211.
the Agency shall not hereafter create or permit the creation of or issue any
'ob 1 igat ions or create any add it iona 1 indebtedness wh i ch wi 11 be secured by a
charge and lien on the Pledged Revenues-. .or Funds and Accounts or which will
be payable from the Revenue Fund. Interest Fund. Principal Fund, Sinking Fund.
Debt Service Reserve Fund. Asset Accumulation Fund or Prior Redemption Fund.
except for the Bonds authorized herein.
(B) The Agency express ly reserves the right to adopt one or more
other general bond resolutions for any of its programs. and reserves the right
to issue .other obligations so long as the sarre are not a charge or lien on the
Pledged Revenues or Funds and Accounts, or payable from the Funds and Acc.ounts
established and created pursuant to Article V here.of. and maintained pursuant
to the Resoluti.on.
911. Program Covenants.
(A) The Agency shall with all practical dispatch and in a sound
and economical manner consistent in all respects with the Act and with the
provisions of this Resolution. use and apply the proceeds of the Bonds to the
purchase of the Mortgage Loan Part ic ipat ion and the mak i ng of a Loan to
Lender. and shall do all such acts and things necessary t.o receive and collect
or cause to be received and collected Pledged Revenues. as may be consistent
with sound banking practices and principles and shall diligently enf.orce. and
take all steps. act ions and proceed i ngs reasonab ly necessary in the judgment
.of the Agency for the enforcement of all terms. covenants and conditions of
the Mortgage Loan Participation Purchase and Servicing Agreement. L.oan
Agreerrent, Agreerrent to Advance Regarding Subordination and the Conmitrrent
Contract (and Reservation of Funds).
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(B) The Agency shall not sell, assign, transfer, pledge or
otherwise disp.ose of or encumber its interest in the Mortgage Loan
Participation or the Loan to Lender or any of the rights of the Agency with
respect to the Mortgage Loan Participati.on or Loan to Lender .or arising out of
the Mortgage Loan Participation Purchase and Servicing Agreement, the
Agreement to Advance Regarding Subordinati.on or the Loan Agreement, except
that the Agency may accept substitution .of an obligor in respect of the Loan
to Lender in order to prevent a default there.on, provided that the terms .of
the Loan t.o Lender are unchanged and the L.oan to Lender as substituted is in
compliance with the Loan - Agreement including with respect to the
qualifications of the Lender.
(C) The Agençy shall not consent, agree t.o .or permit. any
amendment or modi ficat ion. of the Mortgage Loan Part ic ipat ion Purchase and
Servicing Agreement, the Agreement to Advance Regarding Subordination or the
L.oan Agreement which will in any manner impair .or materially adversely affect
the rights or security of the Bondholders hereunder; provided that this
pr.ovision shall not be construed to prevent the Agency from settling a default
on the Mortgage Loan Participation Purchase and Servicing Agreement, the
Agreement t.o Advance Regarding Subordination or the Loan Agreement on such
terms as the Agency shall determine to be in the best interests of the Agency
and the Bondholders.
(D) The Agency has, and will have so long as any Bonds are
outstanding, good right and lawful power to hold and collect Pledged Revenues.
912. Tax C.ovenant. The Agency shall at all times do and perf.orm all
acts and things necessary or desirable in order to assure that interest paid
on the Bonds shall, for the purposes of Federal income taxation, be excludable
from the gross income of the recipients thereof and exempt from such taxation,
except in the event that such recipient is a "substantial user" or "related
person" within the meaning of Section 103(b)(9) of the Internal Revenue Code
of 1954, as amended.
913. Non-Arbitraqe Covenant. The Agency hereby covenants that it wi 11
make no use of the proceeds of the Bonds at any time during the term thereof
which will cause the Bonds to be arbitrage bonds within the meaning of Section
103(c) of the Internal Revenue Code of 1954, as amended, and any applicable
regulations promulgated thereunder.
914. Non-Arbitrage Certification. The Treasurer .or Executive Director
of the Agency is authorized to certify that on the bas is of the facts,
estimates and circumstances in existence on the date of issue of the Bonds it
is not expected that the proceeds of the Bonds wi 11 be used in a manner that
would cause the B.onds to be arbitrage bonds. In addition to the matters
certified, the Treasurer or Executive Direct.or of the Agency is also
authorized and instructed to set forth in brief sunmary terms the facts and
estimates upon which the Agency's expectation that the B.onds will not be used
in a manner that w.ould cause the Bonds to be arbitrage bonds is based. The
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certificati.on of the Treasurer .or Executive Director shall be-delivered to the
purchaser t.ogether with the B.onds.
915. Reports to Rating Agency. The Agency shall supply semiannually or
annually, as required, all certifications, financial statements and .other
documents requested from time t.o time by Standard & Poor's C.orporati.on.
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ARTICLE X
SUPPLEMENTAL RESOLUTIONS
1001. Supplemental Resolutions Effective Without Consent of
Bondh.olders. The Agency may adopt at any time .or from time to time a
Supplemental Resolution or Supplemental Res.olutions for any .one or more of the
foll.owing purp.oses, and any such Supplemental Resolution shall become
effective in accordance with its terms and upon fi 1 ing with the Trustee of a
copy thereof certified by an Authorized Officer with or without the consent of
Bondholders:
(1) to add additi.onal covenants and agreements .of the Agency. for
the purpose of further securing the payment of the Bonds, provided such
additional covenants and agreements are not c.ontrary to or inconsistent
with the covenants and agreements of the Agency contained in this
Resolution.
(2) to prescribe further limitations and restrictions upon the
issuance of Bonds and the insuring of indebtedness by the Agency which
are not contrary t.o or inconsistent with the limitati.ons and
restricti.ons thereon theretofore in effect;
(3) to surrender any right, power .or privilege reserved t.o or
c.onferred upon the Agency by the terms of this Resolution;
(4) to confirm as further assurance any pledge under and the
subjection to any lien, claim or pledge created or to be created by the
provisions of this Resolution of the Pledged Revenues, Mortgage L.oans,
Funds or of any other moneys, securities or funds;
(5) with the consent of the Trustee, to cure any ambiguity or
defect .or inconsistent provision in this Resolution .or to insert such
provisions clarifying matters .or questions arising under this Resoluti.on
as are necessary or desirable in the event any such modifications are
not contrary to or inconsistent with the resolution as theretofore in
effect.
1002. Supplemental Resolutions Effective with Consent of Bondholders.
The provisions of this Resoluti.on may be further modified at any time or from
time to time by a Supplemental Resolution, subject to the consent of
Bondholders in accordance with and subject to the provisi.ons of Article XI
hereof such Supplemental Resolution to become effective up.on the filing with
the Trustee .of a copy thereof certified by an Auth.orized Officer.
1003. General Provisions Relating to Supplemental Resolutions. This
Resolution shall not be m.odified .or amended in any respect except in
accordance with and subject to the provisions .of this Article X and Article
XI. Nothing contained in this Article X or Article XI shall affect .or limit
the right or obligation of the Agency to adopt, make, do, execute or deliver
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any resolution, act or .other instrument pursuant to the provisions of Section
903 or the right or .obligation .of the Agency to execute and deliver to the
Trustee or any Paying Agent any instrument elsewhere in this Resolution
provided or permitted to be delivered to the Trustee or any Paying Agent. .
A copy of every Supplemental Resolution ad.opted by the Agency when fil~d
with the Trustee shall be accompanied by a Counsel's Opinion stating that suc.h
Supplemental Resoluti.on has been duly and lawfully adopted in accordance with
the provisions of this Resolution, is authorized or permitted by this
Resolution and is valid and binding upon the Agency and enforceable in
accordance with its terms.
The Trustee is hereby authorized to accept delivery of a certified .copy
.of any Supplemental Resolution pérmitted .or authorized pursuant t.o the
provisi.ons, .of this Resoluti.on and t.o make all further agreements and
stipulations which may be contained therein, and, in taking such action, the
Trustee shall be fully protected in relying on Counsel's Opinion that such
Supplemental Resolution is auth.orized or permitted by the provisions .of this
Resoluti.on.
No Supplemental Resolution changing, amending or modifying any of the
rights or obligations of the Trustee or any Paying Agent may be adopted by the
Agency without the written consent of the Trustee .or Paying Agent affected
thereby.
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ARTICLE XI
AMENDMENTS OF RESOLUTION
1101. Powers .of Amendment. Any modification .or amendment of this
Resolution and of the rights and .obligati.ons of the Agency and .of the Holders
of the Bonds and coupons thereunder in any particular, may be made by a
Supplemental Resolution, with the written consent given as hereinafter
pr.ovided in Section 1102, .of the Holders of at least two-thirds in principal
amount of the Bonds Outstanding at the time such consent is given. No such
m.odification .or amendmentshal-l permit a change in the terms of redemption or
maturity of the principal of any Outstanding B.ond or of any installment of
interest there.on or a reduction in the principal amount or the Redemption
Price thereof or in the rate of interest thereon without the consent of the
Holder of such Bond, or shall reduce the percentages or otherwise affect the
classes of B.onds the consent of the H.olders of which is required to effect any
such modification or amendment.
1102. Consent of Bondholders. The Agency may at any time adopt a
Supplemental Resolution making a modification or amendment permitted by the
provisions of Section 1101 t.o take effect when and as provided in this
Section. A copy of such Supplemental Resolution (or brief summary thereof or
reference thereto in form appr.oved by the Trustee) together with a request to
B.ondh.olders for their consent thereto in form satisfactory to the Trustee,
shall be mailed by the Agency to Bondholders and shall be published at least
.once a week for tw.o (2) successive weeks (but failure to mail such copy and
request shall not affect the validity .of the Supplemental Resolution when
consented to as in this Section provided). Such Supplemental Resoluti.on shall
n.ot be effective unless and until (i) there shall have been filed with the
Trustee (a) the written consent of H.olders of the percentages .of Outstanding
B.onds specified in Section 1101 and (b) a Counsel's Opini.on stating that such
Supplemental Resolution has been duly and lawfully adopted and filed by the
Agency in accordance with the provisions .of this Resoluti.on, is auth.orized or
permitted by this Resolution, and is valid and binding up.on the Agency and
enforceable in accordance with its terms, and (ii) a notice shall have been
published as hereinafter in this Section 1102 provided. Each such consent
shall be effective only if accompanied by pro.of of the holding, at the time of
such consent, of the Bonds with respect to which such consent is given, which
proof shall be such as is permitted by Section 1301. A certificate or
certificates by the Trustee filed with the Trustee that it has examined such
proof and that such proof is sufficient in accordance with Section 1301 shall
be conclusive that the consents have been given by the Holders of the Bonds
described in such certificate or certificates of the Trustee. Any such
consent shall be binding upon the Holder of the Bonds giving such consent and,
anything in Section 1301 to the contrary notwithstanding, upon any subsequent
Holder of such Bonds and of any Bonds issued in exchange therefor (whether or
not such subsequent Holder there.of has notice thereof), unless such consent is
revoked in writing by the Holder of such Bonds giving such consent or a
subsequent Holder thereof by filing with the Trustee pri.or to the time when
the written statement of the Trustee hereinafter in this Section 1102 provided
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for is filed, such revocation and, if such ~.onds are transferable by delivery,
proof that such Bonds are held by the signer of such revocation in the manner
permitted by Section 1301. The fact that a consent has n.ot been revoked may
likewise be proved by a certificate of the Trustee to the effect that no
revocation thereof is on file with the Trustee. At any time after the Holders
of the required percentage of Bonds shall have filed their consents to the
Supplemental Resolution, the Trustee shall make and file with the Agency and
the Trustee a written statement that the Holders .of such required percentage
of Bonds have filed such consents. Such written statement shall be conclusive
evidence that such consents have been so fi led. At any time thereafter
n.otice, stating in substance -that the Supplemental Resolution (which may be
referred to as a Supplemental Resolution adopted by the Aency on a stated
date, a copy of which is on file with the Trustee) has been consented to by
the Holders of the required percentage of Bonds and will be effective as
provided in this Section 1102, may be given to Bondholders by the Agency by
mailing such notice to Bondholders (but failure to mail such notice shall not
prevent such Supplemental Resolution from bec.oming effective and binding as in
this Secti.on 1102 provided) and by publishing the same at least once n.ot more
than ninety (90) days after the Holders of the required percentage of Bonds
shall have filed their consents to the Supplemental Resolution and the written
statement .of the Trustee hereinabove provided for is filed. The Agency shall
file with the Trustee proof of the publication of such notice, and, if the
same shall have been mailed to Bondholders, of the mailing thereof. A
transcript, consisting of the papers required or permitted by this Section
1102 to be filed with the Trustee, shall be proof of the matters therein
stated. Such Supplemental Resoluti.on making such amendment or IOOdification
shall be deemed conclusively binding up.on the Agency, the Trustee, each Paying
Agent and the Holders of all Bonds and coup.ons at the expiration of thirty
(30) days after the filing with the Trustee of the pro.of of the" first
publication af such last mentioned notice, except in the event of a final
decree of a c.ourt of c.ompetent jurisdiction setting aside such Supplemental
Resoluti.on in a legal acti.on or equitable proceeding for such purpose
cOl1lllenced within such thirty (30) day period; provided, however, that the
Agency, the Trustee and any Paying Agent during such thirty (30) day period
and any such further period during which any such action .or proceeding may be
pending shall be entitled in their absolute discretion to take such action, or
to refrain from taking such action, with respect to such Supplemental
Resblution as they may deem expedient.
11.03. Modification by Unanimous Consent. The terms and provisions of
this Resolution and the rights and obligations of the Agency and of the
Holders of the Bonds and coupons thereunder may be modified or amended in any
respect upon the adopti on and fi 1 ing with the Trustee by the Agency of a
Supplemental Resolution and the consent of the Holders of all of the Bonds
then Outstanding, such consent to be given as provided in Section 1102, except
that no notice of Bondholders either by mailing or publication shall be
required.
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11.04. Mailing and Publication.
(A) Any provision in this Artricle for the mailing of a notice
or other document to Bondholders shall be fully c.omplied with if it is mailed
postage prepaid only (i) to each registered owner of Bonds then Outstandin9 at
his address, if any, appearing upon the registry b.o.oks of the Trustee, (ii) to
each Holder of any Bond payable to bearer wh.o shall have filed with the
Trustee within thirty (30) days preceding such mailing an address for notices
and the number or numbers of their respective Bonds, and (iii) to the Trustee.
(B) Any provision in this Article for publication ~f a n.otice or
other matter shall require the publication thereof .only in an Authorized
Newspaper.
1105. Exclusion of B.onds. B.onds owned or held by .or f.or the account of
the Agency shall n.ot be deemed Outstanding for the purp.ose of consent or other
action or any calculation of Outstanding Bonds provided for in this Article,
and the Agency sha 11 not be ent i t 1 ed wi th respect to such Bonds t.o give any
consent or take any other action provided for in this Article. At the time of
any consent or other action taken under this Article, the Agency shall furnish
the Trustee a certificate of an Authorized Officer, upon which the Trustee may
rely, describing all Bonds so to be excluded.
1106. N.otati.on on Bonds. Bonds delivered after the effective date of
any action taken as in Article X or this Article provided may, and if the
Trustee s.o determines, shall bear a notation by endorsement or otherwise in
form approved by the Agency and the Trustee as t.o such action, and in that
case, upon demand of the Holder of any Bond Outstanding at such effective date
and upon presentation of said Bond for the purpose at the Principal Office of
the Trustee, suitable notation shall be made on such Bond by the Trustee as to
any such action. If the Agency or the Trustee shall so determine, new Bonds
so roodified as in the opinion of the Trustee and the Agency to conform to such
action shall be prepared and delivered, and upon demand of the Holder of any
Bond then Outstanding shall be exchanged, without cost to such Bondholder, for
Bonds of the same maturity then Outstanding, upon surrender of such Bonds with
all unpaid coupons, if any, appertaining thereto.
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ARTICLE XII
DEFAULTS AND REMEDIES
1201. Trustee to Exercise Powers of Statut.ory Trustee. The Trustee
shall be and hereby is vested with all of the rights, powers and duties of a
trustee or receiver permitted t.o be secured by court action pursuant t.o law,
and any right of Bondh.olders to secure appointment of a trustee is hereby
abr.ogated.
1202. Events .of Default.
declared an "Event of Default":
Each of the foll.owing events is hereby
(1) if the payment of the principal or Redemption Price or
Sinking Fund Installment of any Bond is not made when and as the same shall
become due, whether at maturity or up.on. call for redemption, or otherwise; or
(2) if the payment of interest .on any Bond is not made when and
as the same shall bec.ome due and such default shall c.ontinue for a period of
thirty (30) days; or
(3) if the Agency shall fail or refuse to c.omply with the
provisions of the Act, or shall default in the performance or observance of
any other of the covenants, agreements or conditions .on its part in this
Resolution, any Supplemental Resolution, or in the Bonds c.ontained, and
continuance of such defaul t for a period of ninety (gO) days after written
notice thereof by the Trustee; or
(4) if the Agency shall file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws .or any other
applicable law of the United States of America, or if a c.ourt .of c.ompetent
jurisdiction shall approve a petition, filed with or without the consent of
the Agency, seeking reorganization under the federal bankruptcy laws or any
other applicable law .of the United States of America, or if, under the
provisions .of any other law for the relief or aid of debtors, any court of
c.ompetent jurisdiction shall assume custody or control of the Agency or of the
whole or any substantial part .of its property; pr.ovided, however, that an
event .of default shall not be deemed to exist under the provisions of
paragraph (3) above upon the failure of any Servicer t.o enforce any obligation
undertaken by a Mortgagor pursuant to the provisions of a Mortgage, including
the making of the repayments required pursuant t.o such Mortgage, so long as
the Servicer may be otherwise permitted by law and so long as the Agency shall
be provided with money sources, other than withdrawals from or reimbursements
of the Debt Service Reserve Fund, sufficient in amount to pay the Sinking Fund
Installments of and interest on all Bonds as the same shall become due during
the peri.od f.or which the Servicer shall be permitted by law to abstain from
enforcing the .obligations of Mortgag.ors under the applicable Mortgages.
1203. Remedies. Upon the happening and continuance of any event of
default specified in Section 1201, then, and in each case, the Trustee may
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proceed, and upon the written request of the H.olders of n.ot less than
twenty-five percent (25%) in principal amount .of the Outstanding B.onds shall
proceed, in its own name, to protect and enforce its rights and the rights of
the Bondholders by such of the following remedies, as the Trustee, being
advised by counsel, shall deem IJIC)st effectual to protect and enforce such
rights:
(1) by suit, action or proceeding, enforce all rights .of the
Bondholders, including the right to require Servicers to collect repayments
required pursuant to the M.ortgage held by them adequate to carry out the
c.ovenants and agreements contained in this Resolution and to require the
Agency to perf.orm its duties under the Act;
(2) by bringing suit upon the Bonds or t.o enforce payment of
other sums payable to the Trustee or any Paying Agent;
(3) by action or suit, require the Agency t.o account as if it
were the trustee of an express trust for the Holders of the Bonds;
(4) by acti.on or suit enjoin any acts or things which may be
unlawful or in violation of the rights of the Holders of the Bonds or to
compel the Agency .or Mortgage Lender to perform their respective duties under
this Res.oluti.on, the Mortgage Loan Participation Purchase and Servicing
Agreement and Loan Agreement, or any other applicable agreement;
(5) by declaring all Bonds due and payable, and if all defaults
shall be made good, then, with the written consent of the Holders .of n.ot less
than twenty-five percent (25%) in principal amount of the Outstanding Bonds,
by annulling such declaration and its consequences; .or
(6) in the event that all Bonds are declared due and payable, by
selling, liquidating or otherwise realizing the value of the assets of the
Agency pledged under Section 601 .of this Resolution (to the extent not
theretofore set aside for redemption of Bonds for which call has been made).
1204. Priority of Payments After Default. In the event that the funds
held by the Trustee and Paying Agents shall be insufficient for the payment of
interest and Principal Installments .or Redemption Price then due on the Bonds
and under this Resolution, such funds and any other m.oneys received or
collected by the Trustee acting pursuant to this Resolution and this Article
XII, after making provision for the payment of any expenses necessary in the
.opinion of the Trustee to protect the interests of the Holders of the Bonds,
and for the payment of the. charges and expenses and 1 iabi 1 ities incurred and
advances made by the Trustee in the performance of its duties under this
Resolution shall be applied as follows:
(1)
Unless the principal of all the Bonds shall have bec.ome due
and payable,
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First: To the payment to the persons entitled thereto of
all installments on interest then due in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to pay in
full any installment, then to the payment thereof ratably, according to the
amounts due on such installment, to the persons entitled thereto, without any
discrimination or preference; and
(2) If the principal of all .of the Bonds shall have bec.ome due
and payable, to the payment of the principal and interest then due and unpaid
upon the Bonds without preference or priority .of principal over interest .or
interest over principal, or of any installment .of interest .over any .other
installment .of interest, or .of any Bond over any other Bond, ratably,
according to the amounts due respectively f.or principal and interest, to the
persons entitled thereto without any discrimination or preference except as to
any difference in the respective rates of interest specified in the Bonds and
coupons.
The provisions of this Section 1204 are in all respects subject to the
provisions of Section 902.
Whenever moneys are to be applied by the Trustee pursuant t.o the
provisi.ons of this Section, such moneys shall be applied by the Trustee at
such times, and from time to time, as the Trustee in its sole discretion shall
determine, having due regard t.o the am.ount of such m.oneys available f.or
application in the future; the deposit .of such moneys with the Paying Agents,
or otherwise setting aside such moneys in trust for the pr.oper purpose, shall
constitute proper application by the Trustee; and the Trustee shall incur no
liability whats.oever to the Agency, to any Bondholder, or to any other pers.on
for any delay in applying any such moneys, so long as the Trustee acts with
reasonable diligence, having due regard f.or the circumstances, and ultimately
applies the same in accordance with such provisions .of this Resoluti.on as may
be apPlicable at the time of application by the Trustee. Whenever the Trustee
shall exercise such discretion in applying such moneys, it shall fix the date
(which shall be an Interest Payment Date unless the Trustee shall deem another
date IOOre suitable) up.onwhich such appl ication is to be made and upon such
date interest on the amounts of principal to be paid on such date shall cease
to accrue. The Trustee shall give such notice as it may deem appropriate for
the fixing of any such date. The Trustee shall not be required to make
payment to the Holder of any unpaid coupon or any Bond unless such coupon or
such Bond shall be presented to the Trustee for approriate endorsemernt or for
cancellation as fully paid.
1205. Termination of Proceedings. In case any proceeding taken by the
Trustee on account of any Event of Default shall have been discontinued or
abandoned for any reason, then in every such case the Agency, the Trustee and
the Bondholders shall be restored to their former positions and rights
hereunder, respectively, and all rights, remedies, powers and duties of the
Trustee shall continue as though no such proceeding had been taken.
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1206. Bondholders' Direction of Proceedings. Anything in this
Res.olution to "the contrary notwithstanding, the H.olders of the majority in
principal amount of the Bonds then Outstanding shall have the right, by an
instrument or concurrent instruments in writing executed and delivered to the
Trustee, to direct the method of conducting all remedial proceedings to be
taken by the Trustee hereunder; provided that such direction shall n.ot be
otherwise than in accordance with law or the provisi.ons of this Resolution,
and that the Trustee shall have the right to decline to foll.ow any such
direction which in the opinion of the Trustee would be unjustly prejudicial to
Bondholders not parties to such direction.
1207. Limitation.on Rights of B.ondholders. N.o Holder .of any Bond shall
have any right t.o institute any suit, action or other proceeding hereunder, or
f.or the protection or enforcement of any right under this Resolution or any
right under law unless such Holder shall have given to the Trustee written
notice of the Event of Default or breach .of duty on account of which such
suit, action or pr.oceeding is t.o be taken, and unless the H.olders of not less
than twenty-five percent (25%) in principal am.ount of the Bonds then
Outstand i ng shall have made wr i tten request of the Trustee after the ri ght to
exercise such powers or right of action, as the case may be, shall have
accrued, and shall have afforded the Trustee a reasonable opportunity either
to proceed to exercise the powers herein granted or granted under law or to
institute such action, suit or proceeding in its name and unless, also, there
shall have been offered to the Trustee reasonable security and indemnity
against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee shall have refused or neglected to comply with such request
within a reasonable time; and such notificati.on, request and offer of
indemnity are hereby declared in every such case, at the option of the
Trustee, to be c.onditions precedent to the execution of the powers under this
Resolution or for any other remedy hereunder or under law. It is understood
and intended that no one or IOOre Holders .of the B.onds hereby secured shall
have any right in any manner whatever by his or their. action to affect,
disturb or prejudice the security of this Res.olution, or to enforce any right
hereunder or under law with respect to the Bonds or this Resolution, except in
the manner herein provided, and that all proceedings shall be instituted, had
and maintained in the manner herein provided and for the benefit of all
Holders of the Outstanding Bonds and coupons.
Anything to the contrary notwithstanding contained in this Section 1207,
or any other provision of this Resolution, each Holder of any Bond by his
acceptance thereof shall be deemed to have agreed that any court in its
discretion may require, in any suit for the enforcement of any right or remedy
under the Res.olution or any Supplemental Resolution, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by
any party litigant in such suit of an undertaking to pay the reasonable costs
of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in any
such suit, having due regard to the merits and good faith .of the claims or
defenses made by such litigant; but the provisions of this paragraph shall n.ot
apply to any suit instituted by the Trustee, to any suit instituted by any
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Bondholder, or group of Bondholders, holding at least tw~nty-five percent
(25%) in principal am.ount of the Bonds Outstanding, or t.o any suit instituted
by any Bondholder f.or the enforcement of the payment of the principal or
Redemption Price of or interest on any Bond on or after the respective due
date thereof expressed in such B.ond.
1208. Possession of Bonds by Trustee Not Required. All rights of
action under this Resolution or under any of the Bonds, enf.orceable by the
Trustee, may be enf.orced by it without the possession of any of the Bonds or
the coupons appertaining thereto or the pr.oduction thereof on the trial .or
other proceeding relative thereto, and any such suit, action or pr.oceeding
instituted by the Trustee shall be brought in its name and for the benefit of
all of the Holders of such Bonds and coupons, subject to the pr.ovisi.ons of
this Resoluti.on.
1209. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Trustee or to the Holders of the Bonds is intended to be
exclusive of any other remedy or remedies, and each and every such remedy
shall be cumulative and shall be in additi.on to any other remedy given
hereunder or n.ow or hereafter existing at law or in equity or by statute.
1210. No Waiver of Default. No delay or omission of the Trustee or of
any Holder of the B.onds to exercise any right or power accruing up.on any
default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein and every power and
remedy given by this Resolution to the Trustee and the Holders of the Bonds,
respectively, may be exercised from time to time and as often as may be deemed
expedient.
1211. Notice of Event of Default. The Trustee shall give to the
Bondholders notice of each Event of Default hereunder known to the Trustee
within ninety (90) days after knowledge of the .occurrence thereof, unless such
Event of Default shall have been remedied or cured before the giving of such
notice; provided that, except in the case of default in the payment of the
Redemption Price or interest on any of the Bonds, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive coomittee, or a trust coomittee of directors or responsible
officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Bondholders. Each such notice of Event of
Default shall be given by the Trustee by mailing written notice thereof: (1)
to all registered Holders of Bonds, as the names and addresses of such Holders
appear on the books of registration and transfer of Bonds as kept by the
Trustee; and (2) to such Bondholders as have filed their names and addresses
with the Trustee for that purpose.
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ARTICLE XIII
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF
OWNERSHIP OF BONDS
1301. Evidence of Signatures of Bondholders and Ownership of Bonds.
Any request, direction, c.onsent, revocation of consent, or other instrument in
writing required or permitted by this Resolution to be signed or executed by
Bondholders may be in any number of concurrent instruments .or similar tenor,
and may be signed or executed by such Bondholders in person or by their
attorneys or agents appointed by an instrument in writing f.or that purp.ose .or,
in the case of Bearer Bonds, by any bank, trust company or other deposit.ory of
such Bonds. Proof of the executi.on of any such instrument, or of. any
instrument appointing any such attorney or agent, and of the ho.lding and
ownership of Bonds shall be sufficient for any purp.ose of this Resolution
(except as otherwise herein provided), if made in the f.oll.owing manner:
(1) The fact and date of the execution by any Bondh.older or his
attorney or agent .of any such instrument and of any instrument appointing any
such attorney or agent may be proved by delivery .of a certificate, which need
not be acknowledged or verified, of an officer .of any bank, trust company, or
other dep.ository or .of any notary public, or other officer auth.orized to take
acknowledgments. Where any such instrument is executed by an officer of a
corporation or association or a member .of a partnership, on behalf of such
corporation, ass.oci ati on or partnership, such certificate shall also
constitute sufficient proof of his authority.
(2) The fact of the holding of Bearer B.onds by any B.ondholder
and the amount and the numbers of such B.onds and the date of his h.olding the
same may be proved by a certificate executed by an officer .of any bank, trust
company, or other depository, if such certificate shall be deemed by the
Trustee t.o be satisfactory, showing that at the date therein mentioned such
person had on deposit with or exhibited to such bank, trust c.ompany, or other
depository, the Bonds described in such certificate. The Trustee may
conclusively assume that such ownershiup continues until written notice of the
contrary is served upon the Trustee. The ownership of Fully Registered Bonds
shall be proved by the registry books held by the Trustee under the pr.ovisions
of this Resolution.
Nothing contained in this Article shall be construed as limiting the
Trustee to such proof, it being intended that the Trustee may accept any other
evidence of the matters herein stated which may seem sufficient. Any request
or consent of the Holder of any Bond shall bind every future Holder of the
same Bond in respect of anything done or suffered to be done by the Agency,
the Trustee .or any Paying Agent in pursuance,of such request or consent.
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ARTICLE XIV
DEFEASANCE
1401. Defeasance.
(A) If the Agency shall payor cause to be paid, or there shall
otherwise be paid, t.o the Holders of the Bonds and coup.ons then Outstanding,
the Redempti.on Price and interest to become due thereon, at the times and in
the manner stipulated therein and in this Resoluti.on, then and in that event
the covenants, agreements and other obligations of the Agency to the
B.ondh.olders shall be discharged and satisfied. In such event, the Trustee
shall, upon request of the Agency, execute and deliver t.o the Agency all .such
instruments as may be desirable to evidence such release and discharge and
execute and deliver to the Servicer thereof assignments (which assignments
shall be received by the Servicer as trustee of the' Agency) of any Mortgage
Loans held by the Trustee under this Resolution, and the Trustee and the
Paying Agent shall pay over or deliver t.o the Agency all moneys or securities
held by them pursuant to this Resolution which are not required for the
payment or redemption of Bonds or coup.ons not theret.ofore surrendered for such
payment or redemption.
(B) Bonds or coupons or Interest Installments for the payment .or
redemption of which moneys shall then be held by the Trustee or the Paying
Agents (through deposit by the Agency of Funds f.or such payment .or redemption
or otherwise), whether at or prior to the maturity or the Redemption Date of
such Bonds, shall be deemed to have been paid within the meaning and with the
effect expressed in subsection (A) of this Section 1401. All Outstanding
B.onds and all coupons appertaining to such B.onds shall, prior to the maturity
or Redemption Date thereof, be deemed to have been paid within the meaning and
with the effect expressed in subsection (A) of this Section 1401 if (i) in
case any of said Bonds are t.o be redeemed on any date prior to their maturity,
the Agency shall have given to the Trustee, in form satisfactory to it,
irrev.ocable instructi.ons to publish as provided in Article IV of this
Resolution notice of redemption .on said date of such B.onds, (ii) there shall
have been deposited with the Trustee either moneys in an amount which shall be
sufficient, or Federal Securities the principal and interest on which when due
will provide moneys which together with the moneys, if any deposited with the
Trustee at the same time, shall be sufficient to pay when due the principal or
Redemption Price and interest due and to become due on said Bonds on and prior
to the Redemption Date or maturity date thereof, as the case may be, and (iii)
in the event that said Bonds are n.ot by their terms subject to redemption
within the next succeeding sixty (60) days, the Agency shall have given the
Trustee in form satisfactory to it irrevocable instructions to publish, as
soon as practicable, at least twice at an interval of not less than seven (7)
days between publications, in an Authorized Newspaper a n.otice to the Holders
of such B.onds and coupons that the deposit required by (ii) above has been
made with the Trustee and that said Bonds and coupons are deemed to have been
paid in accordance with subsection (A) .of this Section 1401 and stating such
maturity or Redempti.on Date upon which moneys are to be available for the
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payment of the Redemption Price and interest on said Bonds. Neither Federal
Securities nor moneys deposited with the Trustee pursuant t.o this Section nor
principal or interest payments on any such Federal Securities shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the Redemption Price and interest on said Bonds; provided that
any cash received from such principal .or interest payments on such Federal
Securities dep.osited with the Trustee, if not then needed for such purpose,
shall, to the extent practicable, be reinvested in Federal Securities maturing
at times and in principal amounts sufficient to pay when due the Redemption
Price and interest to become due on said B.onds on and prior t.o such Redemption
Date or maturity date thereof; as the case may be, and interest earned from
such reinvestments shall be paid .over to the Agency as received by the
Trustee, free and clear of any trust, lien .or pledge.
(C) Anything in this Resoluti.on to the contrary notwithstanding,
any moneys held by the Trustee or Paying Agents in trust f.or the payment and
discharge of any of the Bonds or coup.ons which remain unclaimed for f.our (4)
years after the date when such B.onds have become due and payable, either at
their stated maturity dates or by call for earlier redempti.on, if such moneys
were held by the Trustee or Paying Agents at such date, or for four (4) years
after the date of dep.osit .of such moneys if deposited with the Trustee or
Paying Agents after the said date when such Bonds became due and payable,
shall, at the written request of the Agency, be repaid by the Trusteè .or
Paying Agents t.o the Agency, as its absolute property and free from trust, and
the Trustee or Paying Agents shall thereupon be released and discharged with
respect theret.o and the Bondholders shall look only t.o the Agency for the
payment of such Bonds and coupons; provided, however, that bef.ore being
required to make any such payment to the Agency, the Trustee or Paying Agent
shall, at the expense .of the Agency, cause t.o be published at least twice, at
an interval of n.ot less than seven (7) days between publications, in an
Authorized Newspaper, a notice that said moneys remain unclaimed and that,
after a date named in said notice, which date shall be not less than thirty
(30) days after the date of the first publication of such notice, the balance
of such moneys then unclaimed will be returned to the Agency.
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ARTICLE XV
FORMS AND EXECUTION OF BONDS AND COUPONS
1501. Forms of Bonds and Coup.ons of Bonds. Bonds in coupon f.orm and
the coupons to be attached thereto, and Bonds in registered form, shall be of
substantially the following forms and tenor with such additions thereto
including but not limited to, redemption schedules and prices, interest rates
and place or places of payment, all as otherwise provided for in this
Resolution.
(FORM OF BEARER BOND)
C.ommunity Redevelopment Agency of the City of Santa Ana
Orange County, State of Calif.ornia
No.
$5,000
Residential Mortgage Revenue Bond
Issue of 1981, Series A
(Participation Purchase and Loan to Lender Program)
KNOW ALL MEN BY THESE PRESENTS that Cc)(!Ißunity Redevelopment Agency .of
the City of Santa Ana (hereinafter s()ßlE!times called the "Agency"), a public
body, corporate and politic, organized and existing under, and by virtue of,
the laws of the State of California, for value received, hereby promises to
pay, from the sources of funds hereinafter described, to the bearer upon
presentation and surrender .of this Bond, the principal sum of
FIVE THOUSAND DOLLARS ($5,OOO)
on the first day of May, ,unless redeemed prior thereto as hereinafter
provided, and to pay interest thereon from the date hereof at the rate of -
percent ( %) per annum conmencing on May 1, 1981 and semiannually thereafter
on the first day of each May and November .of each year, upon presentation and
surrender of the attached coupons evidencing such interest as the same
respectively become due. Principal of and interest and redemption premium, if
any, on this Bond are payable in lawful money of the United States of America,
which, at the time of payment is legal tender for the payment of public and
private debts, at the corporate trust office of Security Pacific National
Bank, in the City of Los Angeles, State of California, or its successor, as
trustee (herein called the "Trustee"), except that principal and redemption
price of fully registered Bonds are payable at the corporate trust office of
the Trustee and interest on fully regi stered Bonds is payable by check of the
Trustee, under Resolution No. 81-40, "A Resolution of the Cornnunity
Redevelopment Agency of the City .of Santa Ana Auth.orizing the Issuance of
Res ident i a 1 Mortgage Revenue Bonds, Issue of 1981, Series A (Participation
Purchase and Loan t.o Lender pr.ogram)" (herein called the "Resolution") adopted
by the Agency on May 26, 1981.
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This Bond is a special obligation of the Agency and is one of a duly
authorized issUe of bonds of the Agency issued in the aggregate principal
amount of $15,730,000, designated "Residential Mortgage Revenue Bonds, Issue
of 1981, Series A (Participation Purchase and Loan to Lender Program)" (herein
called the "B.onds"), issued under and pursuant to Chapter 8, conrnencing with
Section 33750, .of Part 1 of Division 24 of the Health and Safety Code of the
State of California, as now or hereafter amended (herein called the "Act"),
and under and pursuant to the Resolution.
Copies of the Resoiution are .on file at the office of the Agency and at
the corporate trust office of the Trustee, and reference to the Resolution and
any and all supplements thereto and modifications and amendments thereof and
to the Act is made for a description of the pledges and covenants securing the
Bonds; the nature, extent and manner .of enforcement of such pledges; the
rights and remedies of the bearers or registered owners .of the Bonds with
respect thereto and the terms and conditions upon which the Bonds are issued
and may be issued thereunder. To the extent and in the manner permitted by
the terms .of the Resolution, the provisions of the Resolution or any
resolution amendatory there.of or supplemental thereto, may be modified .or
amended by the Agency, with, or in certain cases, without the written consent
of the holders of at least tw.o-thirds in principal amount of the Bonds then
outstanding.
This Bond is transferable by delivery except when registered as to
principal otherwise than to bearer. It may be registered as to principal in
the name .of the owner on the bond register kept for that purpose at the
corporate trust office of the Trustee, such registration to be noted hereon,
after which no transfer hereof shall be valid unless made on said bond
register by the registered .owner tn person, or by his attorney duly authorized
in writing, and similarly noted hereon; but this B.ond may be discharged from
registration by being in like manner transferred to bearer, after which it
shall again become transferable by delivery; and this B.ond may again and from
time to time be registered or discharged from registration in the same
manner. Registration of this B.ond shall not affect the neg.otiability of the
coupons, which shall continue to be payable to bearer and transferable by
delivery.
The Bonds are issuable in the form .of bearer Bonds in the denomination
of $5,000, registrable as to principal only.or in the form of fully registered
Bonds without coupons in the denomination of $5,000 or an integral I1IJltiple
thereof, not exceeding the aggregate principal amount of Bonds maturing in the
year of maturity of the Bond for which the denomination of the Bond is so
specified. This Bond and the coupons heret.o attached are negotiable
instruments and shall be negotiable by delivery. This B.ond (issued in the
form of a bearer b.ond and herein s.ometimes referred to as "bearer Bond"), is
not registrable by end.orsement. Bearer B.onds, upon surrender thereof at the
corporate trust office of the Trustee, with all unmatured coupons attached,
may, at the option of the holder thereof, be exchanged f.or an equal aggregate
principal amount of fully registered Bonds .of the same maturity of any of the
authorized denomination, in the manner, subject to the conditions, and up.on
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"-,>,,,"~'., .;¡;.',."."
the payment of the charges, if any, including after the fir.st exchange, the
cost of preparing a new Bond, provided in the Resolution. In lilee manner,
subject to such conditions and upon the payment of such charges, if any,
including after the first exchange the cost of preparing a new Bond, fully
registered Bonds, upon surrender thereof at the corporate trust office of the
Trustee with a written instrument of transfer satisfact.ory to the Trustee,
duly executed by the registered owner or his attorney duly authorized in
writing, may, at the option of the registered owner thereof, be exchanged for
an aggregate principal amount of bearer Bonds, with appropriate coupons
attached, .or of fully registered Bonds without coupons of any other authorized
denominations, of the same maturity.
The Bonds maturing on or after May 1, 1991, are subject to redemption,
at the option of the Agency from any source of available funds and upon the
giving of notice required by the Resolution, on or after May 1, 1991, either
in whole on any date or in part on any interest payment date, in the manner
provided in the Resolution and by l.ot within a maturity. In the event Bonds
are to be redeemed in part the B.onds to be redeemed shall be selected and
redeemed in the following order of priority: (i) first, to the redempti.on of
Bonds maturing May 1, 1996; (ii) second, to the redemption .of all Bonds
maturing May 1, 2002; and (iii) lastly, on a pro rata basis t.o the redempti.on
of the remaining Bonds. The Bonds are redeemable at the redemption price
(expressed as percentages of the principal amount of the Bonds or portions
thereof to be redeemed) set forth below, plus in each case accrued interest to
the redemption date:
Period
(Both Dates Inclusive)
May 1, 1991, to April 30, 1993
May 1,1993, to April 30, 1996
May 1, 1996, to April 30, 1999
May 1, 1999, and thereafter
Redemption
Prices
103%
102%
101%
100%
The Bonds are also subject to special mandat.ory redemption on or after
May 1, 19B2, in whole or in part pro rata by maturity, in the manner pr.ovided
in the Resolution, and by l.ot within a maturity, at the principal amount
thereof and accrued interest thereon, without premium, from funds in the prior
redemption fund. Bonds to be redeemed from amounts deposited in the Prior
Redemption Fund in accordance with subdivision (i) of this paragraph shall be
selected and redeemed in acc.ordance with the pr.ovisions of the Resolution.
Bonds to be redeemed in part in accordance with subdivisions (ii) and (iii) of
this paragraph shall be selected and redeemed in the following order of
priority: (1) first, to the redemption of B.onds maturing May 1, 1996; (2)
second, to the redemption of Bonds maturing May 1, 2002; and (3) lastly, to
the redemption of the remaining Bonds. The following amounts are required to
be deposited in the prior redemption fund: (i) amounts in the mortgage loan
program account that have not been applied to the purchase of the Mortgage
Loan Participation or to malee the Loan to Lender within thirty-four months of
the date of delivery of the B.onds; (ii) after May 1, 1982, amounts in the
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Asset Accumulation Fund; and (iii) prepayment of the Loan pursuant to Section
2.4 .of the Loan Agreement.
The term Bonds shall be subject to redemption in part by lot by
operation .of sinking fund installments as provided in the Res.olution, at a
redemption price equal to the principal amount of each Bond or p.ortion there.of
to be redeemed, together with accrued interest to the date of redemption,
without premium (unless any such principal amount shall be reduced as pr.ovided
in the Resolution by reason of earl fer redemption of Bonds). Sinking fund
installments shall be made with respect to the term Bonds as f.oll.ows:
.
With respect to the Term Bonds maturing May 1, 1996:
Principal Principal
Year Am.ount Year Amount
1992 $155,000 1996 (maturity) $235,000
1993 175,000
1994 190,000
1995 210,000
With respect t.o the Term B.onds maturing May 1, 2002:
Principal Principal .
Year Am.ount Year Am.ount
1997 $265,000 2002 (maturity) $450,000 .
1998 295,000
1999 325,000
2000 360,000
2001 405,000
With respect to the Term Bonds maturing May 1, 2014:
Principal Principal
Year Am.ount Year Amount
2003 $500,000 2009 $ 960,000
2004 555,000 2010 1,070,000
2005 620,000 2011 1,195,000
2006 690,000 2012 1,330,000
2007 775,000 2013 1,485,000
2008 860,000 2014 (maturity) 1,655,000
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In the event .of the redempti.on of any .or all of the Bonds, notice of
such redempti.on (i) shall be given by publication at least .once in a newspaper
of general circulation or financial paper in Los Angeles, California, and in
the Daily Bond Buyer or other financial paper or newspaper circulated in New
Y.ork, New York, each of which is published at least once a day for at least
five (5) days (other than legal holidays) in each calendar week, and is
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printed in the English language, the first such publication. to be not less
than twenty-five (25) days nor more. than sixty (60) days prior to the
redeJD;!tion date, and (ii) shall be mailed postage prepaid, not less than
twenty (20) days nor more than sixty (60) days prior to the redemption date to
the registered owners .of any Bonds or portions of Bonds to be redeemed and to
owners of any bearer Bond to be redeemed who have filed their names and
addresses and numbers of Bonds with the Trustee; provided, h.owever, that such
mailing shall not be a condition precedent to such redemption and failure so
to mail any such notice shall not affect the validity of the proceedings for
the redemption of Bonds. Notice of redempti.on having been given, as
aforesaid, Bonds or portions there.of so called for redempti.on shall become due
and payable at the applicable redempti.on price herein provided, and from and
after the date so fixed for redemption, interest on the Bonds or portions
thereof so called for redemption shall cease to accrue and b~come payable and
the coupons f.or i,nterest appertaining to bearer Bonds maturing subsequent t.o
the redemption date shall be void.
This Bond shall not be deemed to constitute a debt of the Agency, the
City of Santa Ana, the State of California or any other p.olitical subdivision
of the State nor a pledge of the faith and credit of the Agency or the City of
Santa Ana. This Bónd is a special obligation of the Agency, payable solely
from payments made on the roortgage loan participation purchased with proceeds
of the Bonds and payments made on the loan to lender made with the pr.oceeds of
Bonds and other rooneys deposited in the revenue fund and the other funds and
accounts pledged theref.or in the Resoluti.on.
IT IS 'HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions
and things required by the Constitution and statutes of the State of
California and the Resoluti.on to exist, to have happened and to have been
performed precedent to and in the issuance of this Bond, exist, have happened
and have been performed in due time, form and manner as required by law and
that the issuance of the Bonds, t.ogether with all other indebtedness of the
Agency, is within every debt and other limit prescribed by law.
This Bond shall not be entitled t.o any benefit under the Resolution or
become valid or obligatory for any purpose until it shall have been
authenticated by the certificate of the Trustee endorsed hereon.
IN WITNESS WHEREOF, the Conmunity Redevelopment Agency of the City of
Santa Ana caused this Bond to be executed in its name by the manual or
facsimile signature of its Chairman or Vice Chairman and its corporate seal
(or a facsimile thereof) to be affixed, imprinted, engraved or otherwise
reproduced hereon, and attested by the manual or facsimile signature of its
Executive Director or Assistant Executive Director and the interest coupons
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hereto attached to be executed by the facsimile signature of the Executive
Director or Assistant Executive Director, all as of the 1st day of May, 1981.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
By
(SEAL)
ATTEST:
Chairman
Executive Director
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(Form of Coupon)
$
On the. FIRST DAY of , THE COMMUNITY REDEVELOPto£NT
AGENCY OF THE CITY OF SANTA ANA, (unless the Bond hereinafter mentioned shall
have been duly called for previous redemption and payment of the redempti.on
price made .or duly provided f.or) will pay to bearer the am.ount shown hereon in
any lawful money of the United States of America which, on the date of payment
hereof, shall be legal tender for the payment of public and private debts, at
the corporate trust office of Security Pacific National Bank, Los Angeles,
California, or, upon presentation and surrender of this coupon, being the
interest then due on its Residential Mortgage Revenue B.ond, Issue of 1981,
Series A (Participation Purchase and L.oan to Lender Program), dated May 1,
1981, No. -'
No.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
By
Assistant Executive Director
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(Form of Certificate of Authentication)
This Bond is .one of an issue described in the Resoluti.on within
mentioned.
SECURITY PACIFIC NATIONAL BANK,
as Trustee
By
Auth.orizing Officer
(Form of Certificate of Registrati.on)
This B.ond is registered in the name .of the registered owner last entered
below and the principal thereof is payable only to such owner, coupons
evidencing interest remaining payable to bearer; provided that this Bond may
be registered to bearer and thereby discharged from registration and the
negotiability here.of restored.
NOTE: There must be no writing in the space below except by the Trustee.
Date
Registry
Name of
Registered Owner
Address .of
Registered Owner
Signature of
Trustee
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(FORM OF REGISTERED BOND)
Community Redevelopment Agency of the City of Santa Ana
Orange County, State of California
No. R-
Residential I>tJrtgage Revenue. Bond
Issue of 1981, Series A
(Participation Purchase and loan to lender Program)
KNOW All Io'fN BY THESE PRESENTS that the Conmunity Redevelopment Agency
of the City of Santa Ana (hereinafter sometimes called "Agency") a public
body, corporate and p.olitic, organized and existing under, and by virtue of,
the laws of the State of California, for value received, hereby promises to
pay, from the sources of funds hereinafter described, to
or registered assigns, the principal sum of THOUSAND
DOllARS ($ ) on the first day of , , unless redeemed prior
thereto as herelnafter provided, upon the presenta~and surrender hereof at
the c.orp.orate trust office .of Security Pacific National Bank, in the City of
los Angeles, State of California, or its success.ors, as trustee (herein called
the "Trustee") under Resolution No. 81-40, "A Resolution of the Conmunity
Redevelopment Agency of the City of Santa Ana Authorizing the Issuance of
Residential M.ortgage Revenue Bonds, Issue.of 1981, Series A (Participation
Purchase and loan t.o lender Program)" (herein called the "Resolution"),
adopted by the Agency .on May 26, 1981, and to pay t.o the registered owner
hereof by check of the Trustee interest on such principal sum from the date
hereof at the rate of percent ( %) per annum c.onmencing on May 1,
1982, and semiannually thereafter on the first day of May and the first day of
November of each year. Principal of and interest and redemption premium, if
any, on this Bond are payable in lawful money of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts.
This Bond is a special obligation of the Agency and is one of a duly
authorized issue of bonds of the Agency issued in the aggregate principal
amount of $15,730,000, designated "Residential Mortgage Revenue Bonds, Issue
of 1981, Series A (Participation Purchase and loan to lender Program)" (herein
ca lled the "Bonds"), issued under and pursuant to Chapter 8, colllllenci ng with
Section 33750, of Part 1 of Division 24 of the Health and Safety Code of the
State of California, as now or hereafter amended (herein called the "Act"),
and under and pursuant t.o the Resolution.
Copies of the Resolution are on file at the office .of the Agency and at
the corporate trust office of the Trustee, and reference to the Resolution and
any and all supplements thereto and modifications and amendments thereof and
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to the Act is made for a description of the pledges and covenants securing the
Bonds, the nature, extent and manner of enforcement of such pledges, the
rights and remedies of the bearers or registered owners of the Bonds with
respect thereto and the terms and c.onditi.ons upon which the Bonds are issued
and may be issued thereunder. To the extent and in the manner permitted by
the terms of the Resolution, the pr.ovisi.ons of the Resolution or any
resolution amendatory thereof or supplemental thereto, may be modified or
amended by the Agency, with, or in certain cases without the written consent
of the holders of at least two-thirds in principal am.ount of the Bonds then
outstanding.
This Bond is transferable, as provided in the Resolution, only upon the
bond register kept for that purpose at the corp.orate trust office of. the
Trustee by the registered owner here.of in pers.on, or by his attorney duly
authorized in writing, upon the surrender .of this Bond t.ogether with a written
instrument of transfer satisfact.ory to the Trustee duly executed by the
registered owner .or his attorney duly authorized in writing, and thereupon a
new fully registered Bond or Bonds, without c.oup.ons, and in the same aggregate
principal amount and of the same maturity, shall be issued to the transferee
in exchange theref.or as provided in the Resolution, and upon the payment of
the charges, if any, including, after the first exchange, the c.ost of
preparing new Bonds, therein prescribed.
The B.onds are issuable in the f.orm of bearer Bonds in the denominati.on
of $5,000, registrable as to principal, or in the form of fully registered
B.onds without coup.ons in the denomination of $5,000 or any integral lßJ1tiple
there.of, not exceeding the aggregate principal amount of Bonds maturing in the
year .of maturity of the Bond for which the denomination of the Bond is so
specified. Bearer B.onds, upon surrender thereof at the c.orporate trust office
.of the Trustee, with all unmatured coupons attached, may, at the option of the
holder there.of, be exchanged for an equal aggregate principal amount of fully
registered Bonds of the same maturity of any of the auth.orized denominations,
in the manner, subject to the c.onditions, and upon the payment of the charges,
if any, including after the first exchange, the cost of preparing a new Bond,
provided in the Resolution. In like manner, subject to such conditions and
upon the payment of such charges, if any, including after the first exchange
the cost of preparing a new Bond, fully registered Bonds, upon surrender
thereof at the corporate trust office of the Trustee with a written instrument
Of transfer satisfactory to the Trustee, duly executed by the registered .owner
.or his attorney duly authorized in writing, may, at the option of the
registered owner thereof, be exchanged for an equal aggregate principal amount
of bearer Bonds, with appropriate coupons attached, or of fully registered
Bonds without coupons of any .other authorized denominations, of the same
maturity.
The Bonds maturing on or after May 1, 1991, are subject to redemption,
at the option of the Agency from any source of available funds and upon the
giving of notice required by Resolution, on or after May 1, 1991, either in
whole .on any date, or in part on any interest payment date, in the manner
provided in the Resolution. In the event Bonds are to be redeemed in part the
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Bonds to be redeemed shall be selected and redeemed in the following order .of
priority: (i) first, to the redemption of Bonds maturing May 1, 1996; (ii)
second, to the redemption of all Bonds maturing May 1, 2002; and (iii) lastly,
on a pro rata basis to the redemption of the remaining Bonds. The Bonds are
redeemable in the manner provided in the Resolution and by lot within a
maturity, at a redemption price (expressed as percentages of the principal
amount of the Bonds or portions thereof to be redeemed) set forth below, plus
in each case accrued interest to the redemption date:
Period
(B.oth Dates Inclusive)
May 1, 1991, to April 30, 1993
May 1, 1993, to April 30, 1996
May 1, 1996, to April 30, 1999
May 1,1999, and thereafter
Redemption
Prices
103%
102%
101%
100%
The Bonds are also subject to special mandat.ory redemption on or after
May 1. 1982. in whole .or in part pro rata by maturity, in the manner provided
in the Resolution, and by lot within a maturity, at the principal amount
thereof and accrued interest thereon, without premium, from funds in the prior
redemption fund. Bands to be redeemed from am.ounts deposited in the Prior
Redemption Fund in accordance with subdivision (i) of this paragraph shall be
selected and redeemed in accordance with the provisions .of the Resolution.
Bands to be redeemed in part in accordance with subdivisi.ons (ii) and (iii) of
this paragraph shall be selected and redeemed in the foll.owing order of
priority: (1) first, to the redemption of Bands maturing May 1, 1996; (2)
second, to the redemption of Bonds maturing May 1, 2002; and (3) lastly, to
the redemption .of the remaining Bands. The following amounts are required to
be dep.osited in the prior redemption fund: (i) amounts in the mortgage loan
program account that have not been appl ied to the purchase of the Mortgage
Loan Participation or to make the Loan to Lender within thirty-four months of
the date of delivery of the Bonds; (ii) after May 1, 1982, amounts in the
Asset Accumulation Fund; and (iii) prepayment of the .Loan pursuant to Section
2.4 of the Loan Agreement.
The term Bands shall be subject t.o redemption in part by lot by
operation of sinking fund installments as provided in the Resolution, at a
redemption price equal to the principal amount of each Bond or portion thereof
to be redeemed, together with accrued interest to the date of redemption,
without premium (unless any such principal amount shall be reduced as provided
in the Resolution by reason of earlier redemption of Bonds). Sinking fund
installments shall be made with respect to the term Bonds as follows:
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With respect to the Term Bonds maturing May I, 1996:
Principal Principal .
Year Amount Year Amount
1992 $155,000 1996 (maturity) $235,000
1993 175,000
1994 190,000
1995 210,000
With respect to the Term.Bonds maturing May I, 2002:
Principal Princi.pal
Year Amount Year Am.ount
1997 $265,000 2002 (maturity) $450,000
1998 295,000
1999 325,000
2000 360,000
2001 405,000
With respect to the Term Bonds maturing May I, 2014:
Principal Principal .
Year Amount Year Amount
2003 $500,000 2009 $ 960,000 .
2004 555,000 2010 1,070,000
2005 620,000 2011 1,195,000
2006 690,000 2012 1,330,000
2007 775,000 2013 1,485,000
2008 860,000 2014 (maturity) 1,655,000
In the event of the redempti.on of any or all of -the B.onds, notice of
such redemption (i) shall be given by publication at least once in a newspaper
of general circulation or financial paper in Los Angeles, California, and in
the Daily Bond Buyer or other financial paper or newspaper circulated in New
York, New York, each of which is published at least once a day for at least
five (5) days (other than legal holidays) in each calendar week, and is
printed in the English language, the first such publication to be not less
than twenty-five (25) days nor more than sixty (60) days prior t.o the
redemption date, and (ii) shall be mailed postage paid, not less than twenty
(20) days nor more than sixty (60) days prior to the redempti.on date to the
registered owners of any Bonds .or portions of Bonds to be redeemed and t.o
owners .of any bearer Bond to be redeemed who have filed their names and
addresses and numbers of Bonds with the Trustee; provided, h.owever, that such
mailing shall not be a c.ondition precedent to such redemption and failure so
t.o mail any such notice shall not affect the validity of the proceedings for
the redemption of Bonds. Notice of redemption having been given, as
aforesaid, Bonds or portions thereof so called for redemption shall bec.ome due
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and payable at the appl icable redemption price herein pr.ovided, and from and
after the date so fixed for redemption, interest 'on the Bonds or portions
thereof so called for redemption shall cease to acrue and bec.ome payable and
the coupons for interest appertaining to bearer Bonds maturing subsequent to
the redemption date shall be void.
This Bond shall not be deemed to constitute a debt of the Agency, the
City of Santa Ana, the State of California or any other political subdivision
of the State nor a pledge .of the faith and credit of the Agency or the City of
Santa Ana. This Bond is a special obligation of the Agency, payable solely
from payments made on thelOOrtgage loan participati.on purchased with proceeds
of the Bonds and payments made on the loan to lender made with the proceeds of
B.onds and other IOOneys deposited in the revenue fund and the other funds- and
accounts pledged therefor in the Res.olution.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, c.onditions
and things required by the Constitution and statutes of the State of Califonia
and the Resolution to exist, to have happened to have been performed precedent
to and in the issuance of this Bond, exist, have happened and have been
performed in due time, form and manner as required by law and that the
issuance of the Bonds, t.ogether with all other indebtedness of the Agency, is
within every debt and other limit prescribed by law.
This Bond shall not be entitled t.o any benefit under the Resolution or
become valid or obligatory' for any purpose until it shall have been
authenticated by the certificate of the Trustee end.orsed hereon.
IN WITNESS WHEREOF, the Conmunity Redevel.opment Agency of the City of
Santa Ana has caused this B.ond to be executed in its name by the manual or
facsimile signature of its Chairman or Vice Chairman and its corporate seal
(or a facsimile thereof) to be affixed, imprinted, engraved or otherwise
reproduced hereon, and attested by the manual or facsimile signature of its
Executive Di rector or Ass i stant Executive Di rector all as of the day
.of_,_. -
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
By:
Chairman
(SEAL)
ATTEST:
Executive Director
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(Form of Certificate of Authentication)
This Bond is .one of an issue described in the Resolution within
mentioned.
SECURITY PACIFIC NATIONAL BANK,
as Trustee
By:
Authorized Officer
(Form of Assignment)
ASSIGNMENT
For value received
undersigned d.o(es) hereby sell, assign and transfer unto
the within-mentioned registered Bond and hereby irrevocably constitute(s) and
appoint(s) attorney, to
transfer the same on the books of the Trustee with full power of substitution
in the premises.
the
Date:
Note: The signature(s) on this
Assi9nment must correspond With. the
name(s) as written on the face of the
within registered Bond in every
particular without alteration or
enlargement or any change whatsoever.
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ARTICLE XVI
MISCELLANEOUS
1601. Preservation and Inspection of Documents. All documents received
by the Trustee or any Paying Agent under the provisions .of this Resolution
shall be retained in its possession and shall be subject at all reasonable
times to inspection by the Agency, the Trustee, or any Paying Agent, and, upon
written request of no't less than five percent (5%) in principal amount of the
Holders of the Outstanding Bonds, Bondholders and their agents and
representatives, any of whom may make copies thereof.
1602. Destruction of Bonds and Coupons. Any Bonds purchased or
redeemed by the Trustee under this Resolution shall be cancelled by the
Trustee. Whenever in this Resolution provision is made f.or the cancellation
by the Trustee and the delivery to the Agency of any Bonds or any coupons,
including Bonds cancelled under the first sentence of this Section, the
Trustee may, up.on request of the Agency (evidenced by an Officer's
Certificate), in lieu of such cancellation and delivery, destroy such Bonds
and coupons (in the presence of an officer of the Agency, if the Agency shall
so require), and deliver a certificate of such destruction to the Agency. '
1603. Parties of Interest. Nothing in this Resolution, expressed or
implied, is intended to or shall be construed to confer upon or to give any
person or party other than the Agency, Trustee, Paying Agents and the Holders
of the Bonds and coupons appertaining thereto any rights, remedies or claims
under or by reason of this Resoluti.on or any covenant, condition or
stipulation there.of; and all covenants, stipulations, promises' .and agreements
in this Resolution contained by or on behalf of the Agency shall be for the
sole and exclusive benefit of the Agency, Trustee and Paying Agents and the
Holders from time to time of the Bonds and the coupons appertail'\ing thereto.
1604. No Recourse Under Resolution or on Bonds. All covenants,
stipulations, promises, agreements and obligations .of the Agency contained in
this Resolution shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of the Agency and not of any member, officer or
employee of the Agency ,in his individual capacity, and n.o recourse shall be
had for the payment of the Redemption Price of or interest on the Bonds or for
any claim based thereon or on this Resolution against any member, officer or
employee of the Agency or any person executing the Bonds.
1605. Survival of Covenants. The obligation of the Agency under
Section 807 shall survive payment and cancellation of the Bonds and defeasance
pursuant to Section 1401.
1606. Severability. If anyone or more of the covenants, stipulations,
promises, agreements or obligati.ons pr.ovided in this Resolution on the part of
the Agency, Trustee or any Paying Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law, then such covenant
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or covenants, stipulation or stipulations, promise or promises, agreement or
agreements, or obligation or obligations shall be deemed and construed t.o be
severable from the remaining covenants, stipulations, promises, agreements and
obligations herein contained and shall in no way affect the validity of the
other provisi.ons of this Resolution.
1607. Headings. Any headings preceding the text of the several
Articles and Sect ions hereof, and any table of contents or marginal n.otes
appended to copies hereof, shall be solely f.or convenience of reference and
sha 11 not const itute a part of th is Reso jut ion, nor shall they affect its
meaning, construction or effect.
1608. Conflict. All resolutions or parts of resolutions or other
proceedings of the Agency in conflict herewith shall be and the same are
repealed insofar as such conflict exists.
1609. Effective Date.
upon its ad.option.
This Resolution shall take effect irmnediately
**********
The foregoing resolution was passed and adopted by the C.ormnunity
Redevelopment Agency of the City of Santa Ana at a special meeting thereof
held on the 26th day of May, 1981, by the following vote, to wit:
AYES: MEMBERS Bricken, Luxenbourger, McGuigan, Griset,
Serrato, Acosta
NOES: MEMBERS Markel
ABSENT: MEMBERS None
APPROVED AS TO FORM:
~ f?,fJ
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The duties and obligations herein imposed upon the Trustee and the other
provisions hereof relating to the Trustee are agreed to and accepted.
Dated: k~
(J
SECURITY PACIFIC NATIONAL BANK
By:
ý . 1981
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