Loading...
HomeMy WebLinkAboutHUD - United States Department of Housing and Urban Development - 2010-06-21�� U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT�.oy �® WASHINGTON D C 20410 7000 Lq6 N D OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT July 22, 2010 Re Note issued by the Redevelopment Agency of the City of Huntington Beach, CA in the amount of $3,665,000 Dear Sir or Madam Trust certificates guaranteed by the Secretary of Housing and Urban Development (HUD) were sold in an underwritten public offering on July 21, 2010 These trust certificates are backed by a pool composed of your note (number B-97-MC-06-0506-A) and the notes of other participating borrowers Enclosed is a fully executed copy of the Contract for Loan Guarantee Assistance executed in connection with the public offering If you have any questions regarding this letter, please get in touch with me at 202 708 1871 s erely yours, eO--4-� Rau; ebster Director, Financial Management Division Attachment U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AITD COMMUNITY DFvFELOPMENT ACT OF 1974, AS AMENDED, 42 U S C §5308 For Series HUD 2010-A Certificates This Contract for Loan Guarantee Assistance ("Contract') is entered into by the City of Huntington Beach, California, (the Urit of General Local Government ), the Redevelopment Agency of the City of Hunt ngton Beach as designated public agency Porrower (the "Borrower ), and the Secretary of Housing and Urban Development ("Secretary'), as guarantor for the Guarantee made pursuant to section 108 ('Sect -,on 108 ) of ticle I of the Housing and Community Development Act of 1974, as a, -ended (the 'Act") and 24 CFI Pa-t 570, Suupar� M, of the promissory note executed contempora-eo Q!y h re�ith and -timbered B-97-MC-06-0506-A, in the Aggregate Principal Amount of $3,665,000, and any amended note or note issued in substitution for such note and hay-ng the same note number (the Note') This is one of r ultiple Con}racts under the Funding Approval ( Commitment ) of th- same numbei, which was approved by the Secretary on MAR I T I'J"99 Cuch Aggregate Principal Amount will be paid or crediled to the account of the Borrower pursuant hereto (including any funds used to pav off prior interim notes refinanced by the Ncie), and all .,uch arrDurts are collectively referred to herein as the 'Guaranteed Loan Funds ' Tne Note (in(--1,d ig the Fiscal Agency Agreement and the Trust Agreement as defined it the Note and incorporated therein) is hereby incorporated into the Contract terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the Fiscal Agency/Trust Agreements, and the Fiscal Agent and the Trustee are sometimes collectively referred to as the Fiscal Agent/Trustee The Borrower has been designated by the Unit of General Local Government to act as its designated public agency for purposes of issuance of the Note and the initial receipt, deposit and withdrawal of the Guaranteed Loan Funds in accordance with Part II of this Contract Any agreement or obligation of the Borrower under this Contract shall also be deemed a point and several agreement or obligation of the Unit of General Local Government for purposes of this Contract, 24 CFR Part 570, Subpart M, and the Act PART I A The Note The Note is payable to the Trustee as Registered Holder On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A," will be purchased for a purchase pr-L-e of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity The Note sha-L� be effective as an obligation of the Borrower only upon its delivery by the Secretary to uhe Fiscal Agent/Trustee and sale to the Underwriters at the closing or the Public Cffe-ing Date Tie Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trist- Aq epment will maintain the books and records of ali .,aynerts on the Note and all Principal Amounts and interest rates on such Principal Amounts B Consents By execution of this Contract the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates) In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trutt Agreements C Prior Contracts As of the date of the Secretary's Guarantee of the Note, this Contract supersedes any prior Contract for Ioan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary's Guarantee, and any other matter covered by this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower, the Unit of General local Government, or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5(a), 5(b), 5(d), or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior 0a Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, sucr additional security provisions of tre prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof PART II 1 Receipt, Deposit and Use of Guaranteed Loan Funds (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a� by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance witr the Borrower's n^truc-ions for depc-it in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account ) with a financial institution whose deposits or accounts are Federally insured The Guaranteed Loan Funds Accoiilt shall be established and designated as prescribed it tl-ie attached form document entitled "Letter Agreement for Section 108 Loin Guarantee Program Custodial Account" (Attachment 1) and shall he continuously maintained for the Guaranteed Loan Funds Such Letter Agreement must be executed when trp Guaranteed Loan Funds Account is established (A fully executed copy of uch Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) -he Borrower shall make withdrawals from said account only fci payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a) Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Bu.,iness Days after the balance of deposited funds exceeds she amount of the Federal deposit insurance on the Guaranteed Loan Funds Account At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100°) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, Yield in the Guaranteed Loan Funds Investment Account All temporary investments, whether or not required as above, hall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities In no event shall the investments mature on or after N/A , or have maturities which exceed one year All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the 'Guaranteed Loan Funds Investment Account ) established and designated as prescribed in the attached form document entitled "Letter Agreement for 3 Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loar Funds Account The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such inv-stments shall be returned to the Guaranteed Loan Funds Account All funds i, the Guaranteea Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn ,rd disbursed by the Borrower for approved activities by N/A Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in The Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Cuaranteed Lcan Funds Investment Account, until such accounts are fully disbursed (c) Upon the Secretary giving notice that the Borrower is in Dcfault under this Contract or the Note, ail right, title, and interest of the Borrower and the Unit of General Local Government in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 2 Payments Due on Note The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3 00 P M (New York City time) on the seventh Business Day (the 'Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note) If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day Payment may be made by check or wire transfer 0 Upon final payment of all amounts due to Holders under the Note, includina any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note to the Borrower in discharge of the Borrower's obligations under the Note 3 Selection of New Fiscal Agent or Trustee The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract 4 Payments Due Fiscal Agent or Trustee Documents to the Secretary (a) the Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underw,iting, and other costs relatea to the public offering and future administration of the Note and the trust certificates, a- approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3 11 and 7 01 thereof In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offe _ng Date or shall be deducted from the Guaranteed Loan unds on the Public Offering Date (b) The Borrower shall submit to the Secretary not later than twelve (12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower (111) the pledge of funds pursuant to 24 CFR §570 705(b)(2) and paragraph 5(a) of this Contract is valid and binding and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract At the same time, the Borrower shall submit an opinion acceptable to the Secretary from the Unit of General Local Government's counsel (which may be combined with the preceding opinion, if issued by the same counsel) to the effect that (1) the governing body of the Unit of General Local Government has authorized this transaction by 5 resolution or ordinance, in accordance with applicable State and local law, and has designated the Borrower to issue the Note and receive and administer the proceeds thereof (u) the pledge of funds pursuant to 24 CFR 570 705(b)(2) and this Contract is valid and binding and (iii) there is no outstanding litigation that will affect the validity of this Contract In addition, the Borrower or the Unit of General Local Government shall submit any other additional documents or opinions specifically required by this Contract (e g , paragraph 5(c), or paragraph 15, et seq ), at the time required thereby (c) The Borrower and the Unit of General Local Government agree to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering Date, or if the Borrower fails for any reason timely to submit n acceptable form any document required by this Contract (including paragraph 4(b)) to be submitted before the Public Offering Date By execution and delivery of this Contract to the Secretary, the Borrower and the Unit of General Local Government hereby expressly authorize the Secretary to pay amounts due an'er this paragraph from funds pledged under paragraph 5(a) of this Contract (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower (or the Unit of General Local Government, or the applicable State, if any) from any source other than funds or other security pledged pursuant to paragraphs D (if applicable), 5, or 15, et seq , of this Contract 5 Security The Unit of General Local Government and the Borrower hereby pledge as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following (a) All allocations or grants which have been made or for which the Unit of General Local Government or the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Unit of General Local Government or the Borrower pursuant to Section 108 (q) (b) Program income, as defined at 24 CFR 570 500(a)(or any Ch successor regulation), directly generated from the use of the Guaranteed Loan Funds (c) Other security as described in paragraph 15, et seq or incorporated herein by paragraph D hereof, as applicable (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract 6 Doan Repayment Account (a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the loan Repayment Account") with a financial institution whose dcposits or accounts are Federally insured The Loan Repayment Account shall be established and designated as prescribed in the attached for-n document entitled 'Letter Agreement for Section 108 Loan Guarantee Program Custodizl Account" (Attachment 1) and stall be maintained for such ntedged funds The Loan Repayment Account need only be established if and when the Forrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d) Such Letter Agreement must be executed when the Loan Repayment Account is established (A folly executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof Ali temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note In no event shall the maturities of such investments exceed one year All such investments shall be held in trust for the %] benefit of the Secretary by the above financial institution in an account (the Loan Repayment Investment Account ) established and designated as prescribed in the attached form document entitled 'Letter Agreement for Secl--on 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account Such Letter Agreement must be executed when the Loan Repayment Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account (b) Borrower shall by the fifteenth da\ of each month provide the Secretary with a written statement showing the balance of funds in the Loan Pepayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower and the Unit of General Local Go�,ernment in and to the Loan Repayment and Loan Repayment Investment Accounts shall immediately vest in th- Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 7 Use of CDBG, EDI or BEDI Funds for Repayment Any fund., available to the Unit of General Local Government or the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10 Any funds specifically available to the Unit of General Local Government or the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible pro]ect(s) and activities financed by the Note may also be used therefor any other use of Section 108(q) funds for such purposes shall require the prior written approval of the Secretary Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds E3 from grants under Section 106 of the Act are withdrawn from the U S Treasury for such purposes 8 Secretary's Right to Restrict Use of CDBG Funds to Repayment Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Unit of General Local Government and/or the Borrower notice that the availability to the Unit of General Local Government or the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge is being restricted This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes ot�er than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Unit of General Local Government's and the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respec( to such grants for purposes other than satisfaction of tre pledge 9 Secretary's Right to Use Pledged Funds for Repayment The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursi-ont to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower W Defeasance For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary Tf the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower and the Unit of General Local Government shall be released from all agreements, covenants, and further obligations under the Note "Government Obligation' means a direct obligation of, or any 0 obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limitea to, Un-Lted States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100, 000, 000 11 Default (a) A Default under the Note and this Contract shall occur upon failure by the Borrower or the Unit of General Local Goy, ernment to (1) pay when due an installment of principal or interest on the Note or (11) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in (A) this Contract, (B) ary security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents (b) The Borrower and the Unit of General Local Covernment waive notice of Default and opportunity for hearing with respect to a Default under paragraph 11,a) (c) In addition to Defaults under paragraph 11(a), the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of Section 111 of the Act and 24 CFR 570 913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower or the Unit of General Local Government has failed to comply substantially with title I of the Act Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower or the Unit of General Local Government under outstanding commitments, and/or direct the Borrower's financial institution to refuse to honor any instruments drawn upon, oY withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account 10 12 Remedial Actions Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions (a) With any funds or security pledged under this Contract, Lhe Secretary may (i) continue to make payments due on the Note, (11) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in -ic.c-ordance with paragraph 10 of this Contract, (1v) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals fof the Borrower or the Unit of General Local Government under Sections 108 and/or 106 of the Ac t (c) The Secretary may direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Cuaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Irjegtment kccount and/or direct the Borrower and/or the Borrower's Financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account (d) With respect to amounts subject to Optional Redemption, the or-cretary may accelerate the Note (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any ether action available under law, to recover Guaranteed Loan funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopler or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto All such notices and other communications shall be effective when received as follows (1) if sent by hand delivery, upon delivery (ii) if sent by mail, 11 upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid (iii) if sent by telex, upon receipt by the sender of an answEr back and (iv) if sent by telecopier, upon confirmed receipt The Secretar U S Dept of Housing and Urban Development Attention Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washington, DC 20410 Borrower The Huntington Beach Redevelopment Agency Fred A Wilson, Executive Director 2000 Main Street Huntington RPach, CA 92648 Unit of General Local Government The City of Huntington Beach Fred A- Wilson, son, C - ty A mi m st-rator 2000_Main RtrpQt Huntington Beach1C-A 92648 13 Limited Liability Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, ant recovery against the Borrower or the Unit of General Local Government for any liability for amounts due pursuant to t'-Ie Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D , 5 or any Special Conditions of th-s Contract, as applicable Neither the general credit nor the taxing power of the Borrower or the Unit of General Local Government, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements 14 Incorporated Grant Agreement The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on P�U u�JS 11, 1� CA1 under the Funding Approval for grant number B-97-MC-06-0506-A to the Unit of General Local Government In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower and the Unit of General Local Government agree to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof 15 Special Conditions and Modifications (a) The Guaranteed Loan Funds shall be used only to prepay 12 principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number B-97-MC-06-0506-A, Series 2000-A The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date In additijr to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower (b, Additional Grounds for Default Notice of Default Restriction of Pledged Grants Availability of Other Remedial Actions (i) The Borrower and the Unit of General Local Government acknowledge and agree that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Grant" and, collectively, the Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2010 to (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note The Borrower and the Unit of General Local Government further acknowledge and agree that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs (ii) and (iii) below (without notice or hearing, which the Borrower and the Unit of General Local Government expressly waive) (ii) Upon written notice from the Secretary to the Borrower and the Unit of General Local Government at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are 13 unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above (such notice being hereinafter referred to as the "Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants (111) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (1) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12 This paragraph (iii) shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12 (iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above [Remainder of Page Intentionally Left Blank] 14 THE UNDERSIGNED, as authorized officials on behalf of the Unit of General Local Government, the Borrower or the Secretary, respectively, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and Unit of General Local Government and delivered to the Secretary) The Redevelopment Agency of the City oq,Huntington Beach, CA BORRO CFJ4 BY fo-j#nature) Fred A Wilson (Name) Executive Director (Title Date June 30, 2010 UNIT //NERAL LOCAL GOVERNMENT BY C,.. gnature) Fred A Wilson (Name) City Administrator (Title) Date June 30, 2010 SECRETARY OF HOUSING .AND URBAN DEVE P NT i BY (Signature) Yolanda Chavez ( Name ) Deputy Assistant Secretary for Grant Programs (Title) Date JUL 212010 15 Attachment 1 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM DEPOSIT ACCOUNT Name of Institution (and Branch) Street City, State, Zip Code [ ] This account is established for funds received by the Borrower under Note(s) guaranteed by the United States Department of Housing and Urban Development (HUD) under the Section 108 Loan Guarantee Program (Guaranteed Loan Funds Account) [ ] This account is established for repayment of the Note(s) guaranteed by HUD under the Section 108 Loan Guarantee Program (Loan Repayment Account) [ ] This account is established as a debt service reserve under the Section 108 Loan Guarantee Program (Debt Service Reserve Account) You are hereby authorized and requested to establish a deposit account to be specifically designated "[Name of Borrower] , as Trustee of United States Department of Housing and Urban Development " All deposits made into such account shall be subject to withdrawal therefrom by the Borrower named below, unless and until HUD provides you with a notice that it is assuming control over the account Thereafter withdrawals may not be made by the Borrower Within a reasonable period of time, not to exceed two business days, after your receipt of such notice from HUD, you shall so prevent such Borrower withdrawals and if requested by HUD in writing, shall thereafter forward monthly to HUD, to an account it specifies in its notice, the collected and available balance in such account You are further authorized, after receipt of the notice from HUD to refuse to honor any instrument drawn upon or withdrawals from such account by parties other than HUD In no instance shall the funds in the deposit account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by you You are permitted however, to debit from the account your customary fees and charges for maintaining the account and the amount of any deposits that are made to the account and returned unpaid for any reason Such account shall also be subject to your standard agreement and documents relating to the opening and maintenance of bank accounts with you In the event of any conflict between this Letter Agreement and such agreements and documents, this Letter Agreement shall control This letter is submitted to you in duplicate Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD Name of Borrower By Date [Signature] Name and Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to promptly comply with HUD's notice in the manner provided in the above letter, but in no event to exceed two business days The undersigned institution further agrees, after receipt of the HUD notice as set forth above, to refuse to honor any instruments drawn upon or withdrawals from such account by parties other than HUD In no instance shall the funds in the deposit account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the institution, except as set forth above Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the National Credit Union Administration up to statutory limits Name of Institution Date (Signature) Name and Title 828 08 Attachment 2 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM INVESTMENT ACCOUNT Name of Institution (and Branch) Street City, State, Zip Code [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Guaranteed Loan Funds Account (Guaranteed Loan Funds Investment Account) [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Loan Repayment Account (Loan Repayment Investment Account) [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Debt Service Reserve Account (Debt Service Reserve Investment Account) You are hereby authorized and requested to hold obligations and assignments of those obligations in trust for the United States Department of Housing and Urban Development (HUD) in an account specifically designated "[Name of Borrower] , as Trustee of United States Department of Housing and Urban Development " All obligations and assignments shall be subject to release to the Borrower named below, unless and until HUD provides you with a notice that it is assuming control over the account Thereafter, releases may not be made by the Borrower Within a reasonable period of time, not to exceed two business days after your receipt of such notice from HUD, you shall so prevent such Borrower releases and, if requested by HUD in writing, shall thereafter forward monthly to HUD, to an account it specifies in its notice, the collected and available balance in such account You are further authorized, after receipt of the notice from HUD, to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD In no instance shall the obligations in this account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by you You are permitted however, to debit from the account your customary fees and charges for maintaining the account and the amount of any deposits that are made to the account and returned unpaid for any reason Such account shall also be subject to your standard agreement and documents relating to the opening and maintenance of bank accounts with you In the event of any conflict between this Letter Agreement and such agreements and documents, this Letter Agreement shall control This letter is submitted to you in duplicate Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD Name of Borrower By Date [Signature] Name and Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to promptly comply with HUD's notice in the manner provided in the above letter but in no event to exceed two business days The undersigned institution further agrees, after receipt of the HUD notice as set forth above, , to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD In no instance shall the obligations in the account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the financial institution, except as set forth above Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration up to the statutory limits Name of Institution Date (Signature) Name and Title 8 28 08 a N Ym U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT tic 2 WASHINGTON D C 204t0 7000 �aL9 IIIIIIII Q� M '° lyjs��CT aNa F ° a OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT July 22, 2010 Re Note issued by the City of Huntington Beach, CA in the amount of $ 1,560,000 Dear Sir or Madam Trust certificates guaranteed by the Secretary of Housing and Urban Development (HUD) were sold in an underwritten public offering on July 21, 2010 These trust certificates are backed by a pool composed of your note (number B-97 MC-06-0506) and the notes of other participating borrowers Enclosed is a fully executed copy of the Contract for Loan Guarantee Assistance executed in connection with the public offering If you have any questions regarding this letter, please get in touch with me at 202 708 1871 ry sm rely yQurs, Paul C ebster Director, Financial Management Division Attachment U S DI; PARTMENT OF MOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U S C §5308 For Series HUD 2010-A Certificates Tnis Contract for Loan Guarantee Assistance ('Contract ) is Entered into by the City of Huntington Beach, California, as L(.rrower (the Borrower'), and the Secretary of Housing and Urban Development ( Secretary'), as guarantor for the Guarantee made pursuant t^ section 108 ('Section 108") of title I of the Housing and Community Development Act of 1974, as amended (the Act') and 24 C.-R Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbe,ed B-9/-MC-06-0506, in the '\ggregate Principal Amount of $1,560,000, and any a-endecu note or note issued in substitution for such note and having the same -ote number 'the 'Note } This is one of multiple Contracts under the Funding Tpproval ( Commitment )r o Name number, which was appro%ed by the Secretary on MAR 199cl Such Aggregate Principal Amount will be maid or redited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note), and all uch amounts are collectively referred to herein as the 'Guaranteed Loan Funds The Note (including the Fiscal Agency Agreement and the Trust Agreement as definect in the Note and incorporated therein) is hereby i-corporated into the Contract Terms used in the Contract with rii-Lal capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the L�oLe The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the Fiscal Agency/Trust Agreements, and the Fiscal Agent and the Trustee are sometimes collectively referred to as the Fiscal Agent/Trustee PART I A The Note The Note is payable to the Trustee as Registered Holder On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A, will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the Underwriters ) pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity The Note shall be effective was an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing on the Public Offering Date The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Vote and all Principal Amounts and interest rates on such Principal Amounts B Consents By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Inderwriters and authorizes the Secretary to negotiate with she Underwriters the terms of the Underwriting Agreement and it the public offering of interests in the trust certificates to investors 'including the applicable interest rates) In addition, by Execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Aq nt/Trustee and agrees to the respective terms of the Pi --cal Agency/Trust Agreements C Prior Contracts As of the date of the Secretary's Guarantee -f the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary's Guarantee, and any other matter covered by this Contract, provided that any sacra prior Contract continues to govern any action taken oy the Borrower or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5(a), 5(b), 5(d), or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof M PART II Receipt, Deposit and Use of Guaranteed Loan Funds (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured The Guaranteed loan Funds Account shad be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account' (Attachment 1) and shall ne continuously maintained for the Guaranteed Loan Funds Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Se-retary within thirty days of its execution ) The Borrower shall make withdrawals from said account only for rayment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph l(a) Such temporary investment of funds into the guaranteed Loan Funds Investment Account shall be -equired within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (100-) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities In no event shall the investments mature on or after N/A , or have maturities which exceed one year All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the 'Guaranteed Loan Funds Investment Account ) established and designated as prescribed in the attached form document entitled 'Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account' (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by N/A Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such Accounts are fully disbursed (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Pccounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 2 Payments Due on Note The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3 00 P M (New York City time) on the seventh Business Day (the Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note) If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day Payment may be made by check or wire transfer Upon final payment of all amounts due to Holders under the Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note F to the Borrower in discharge of the Borrower's obligations under the Note 3 Selection of New Fiscal Agent or Trustee ThP Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract 4 Payments Due Fiscal Agent or Trustee Documents to the Secretary (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Tru-tee pursuant to the Trust Agreement, including Sections 2 11 and 7 01 thereof In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date (b) The Borrowei shall submit to the Secretary not later than twelve (12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that (1) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower (111) the pledge of funds pursuant to 24 CFR §570 705(b)(2) and paragraph 5(a) of this Contract is valid and binding and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e g , paragraph 5(c), or paragraph 15, et seq ), at the time required thereby (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering 5 Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract (including paragraph 4(b)) to be submitted before the Public Offering Date By execution and delivery of this Contract to the Secretary, the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower from any source other than funds or other security pledged pursuant to paragraphs D (if applicable), 5, or 15, et seq , of this Contract 5 Security The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become -available to the Borrower pursuant to Section 108(q) (b) Program income, as defined at 24 CFR 570 500(a)(or any successor regulation), directly generated from the use of the Guaranteed Loan Funds (c) Other security as described in paragraph 15, et seq , or incorporated herein by pa agraph D hereof, as applicable (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract 6 Loan Repayment Account (a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the 'Loan Repayment Account') with a financial institution whose deposits or accounts are Federally insured The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d) Such Letter 0 Agreement must be executed when the Loan Repayment Account is established (A fully executed copy of such Letter Agreement shall be submitced to the Secretary within thirty days of its execution ) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless other�%ise expressly authorized by the Secretary in writing Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account At that time, any balance of funds in the Loan Repayment Account exceeding s,-ch insurance coverage shall be fully (100-) and continuously invested in Government Obligations, as defined in paragraph 10 hereof Ali temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note In no event shall tie maturities of such investments exceed one year All suct investments shall be held in trust for the ben -fit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account Such Letter Agreement must be executed when the Loan Repayment Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Loan Repayment and 7 Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this �_ontract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 7 Use of CDBG, EDI or BEDI Funds for Repayment Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10 Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible proDect(s) and activities financed by the Note may also be used therefor any other use of Section 108(q) funds for such purposes shall require the prior written approval of the Secretary Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower hall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U S Treasury for such purposes 8 Secretary's Right to Restrict Use of CDBG Funds to Repayment Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge i_s being restricted This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge 9 Secretary's Right to Use Pledged Funds for Repayment The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower EV 10 Defeasance For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note 'Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which -s a member of the Federal Reserve System and has capital and surplu3 (exclusive of undivided profits) in excess of $100, 000, 000 11 Default (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to (i) pay when due an installment of principal or interest on the Note or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a) (c) Tn addition to Defaults under paragraph 11(a), the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of sect— on 111 of the Act and 24 CFR 570 913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, and/or direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account 12 Remedial Actions Upon a Default or declaration of Default unoer this Contract, the Secretary may, in the Secretary's sole Discretion, take any or all of the following remedial actions (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals for the Borrower under Sections 108 and/or 106 of the Act (c) The Secretary may direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account 10 (d) With respect to amounts subject to Optional Redemption, the Secretary may accelerate the Note (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party nereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto All such notices and other communications shall be effective when received as follows (i) if sent by hand delivery, upon delivery (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid (iii) if sent by telex, upon receipt by the sender of an answer back and (iv, if sent by telecopier, upon confirmed receipt The Secretary U S Dept of Housing and Urban Development Attention Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washinaton, DC 20410 Borrower The City of Huntington Beach, CA Fred A Wilson, City Administrator 2000 Main Street Huntington Beach CA 92648 13 Limited Liability Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D, 5, or any Special Conditions of this Contract, as applicable Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements 11 14 Incorporated Grant Agreement The Contract and the Note are hereby incorporated in and made a pact of the Grant Agreement authorized by the Secretary on Au cU st 1 L , 19 cl1 under the Funding Approval for grant namber B-97-MC-06-0506 to the Borrower In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof 15 Special Conditions and Modifications (a) The Guaranteed Loan Funds shall be used only to prepay principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number B-97-MC-06-0506, Series 2000- A The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account Such payment shalom be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date In addition to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower (b) Additional Grounds for Default Notice of Default Restriction of Pledged Grants Availability of Other Remedial Actions (1) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Grant and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2010 to (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note The Borrower further acknowledges and agrees that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a 12 permissible basis for any of the actions specified in paragraphs (ii) and (ill) below (without notice or hearing, which the Fczrower expressly waives) (ii) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (1) above (such notice being hereinafter referred to as she Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grart is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants (ill) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and tB) of paragraph ti) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12 This paragraph (ill) shall not affect the right of the Secretary to declare the No,-e and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12 (iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above [Rest of Page Intentionally Left Blank] 13 THE UNDERSIGNED, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assis,ance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary) The City,of Huntinqton Beach, CA BY N I�/. (Signature) Fred A Wilson (Name) City Administrator (Title) June 30, 2010 (Date) SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY (Signature) Yolanda Chavez ( Name Deputy Assistant Secretary for Grant Programs (Title) JUL 212010 to 14 Attachment 1 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM DEPOSIT ACCOUNT Name of Institution (and Branch) Street City, State, Zip Code [ ] This account is established for funds received by the Borrower under Note(s) guaranteed by the United States Department of Housing and Urban Development (HUD) under the Section 108 Loan Guarantee Program (Guaranteed Loan Funds Account) [ ] This account is established for repayment of the Note(s) guaranteed by HUD under the Section 108 Loan Guarantee Program (Loan Repayment Account) [ ] This account is established as a debt service reserve under the Section 108 Loan Guarantee Program (Debt Service Reserve Account) You are hereby authorized and requested to establish a deposit account to be specifically designated "[Name of Borrower] as Trustee of United States Department of Housing and Urban Development " All deposits made into such account shall be subject to withdrawal therefrom by the Borrower named below, unless and until HUD provides you with a notice that it is assuming control over the account Thereafter withdrawals may not be made by the Borrower Within a reasonable period of time, not to exceed two business days, after your receipt of such notice from HUD you shall so prevent such Borrower withdrawals and, if requested by HUD in writing, shall thereafter forward monthly to HUD, to an account it specifies in its notice, the collected and available balance in such account You are further authorized, after receipt of the notice from HUD, to refuse to honor any instrument drawn upon or withdrawals from such account by parties other than HUD In no instance shall the funds in the deposit account be used to offset funds which may have been advanced to, or on behalf of the Borrower by you You are permitted, however, to debit from the account your customary fees and charges for maintaining the account and the amount of any deposits that are made to the account and returned unpaid for any reason Such account shall also be subject to your standard agreement and documents relating to the opening and maintenance of bank accounts with you In the event of any conflict between this Letter Agreement and such agreements and documents, this Letter Agreement shall control This letter is submitted to you in duplicate Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD Name of Borrower By Date [Signature] Name and Title The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to promptly comply with HUD's notice in the manner provided in the above letter, but in no event to exceed two business days The undersigned institution further agrees, after receipt of the HUD notice as set forth above, to refuse to honor any instruments drawn upon or withdrawals from such account by parties other than HUD In no instance shall the funds in the deposit account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by the institution, except as set forth above Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, or the National Credit Union Administration up to statutory limits Name of Institution Date (Signature) Name and Title 828 08 Attachment 2 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT LETTER AGREEMENT FOR SECTION 108 LOAN GUARANTEE PROGRAM INVESTMENT ACCOUNT Name of Institution (and Branch) Street City, State, Zip Code [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Guaranteed Loan Funds Account (Guaranteed Loan Funds Investment Account) [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Loan Repayment Account (Loan Repayment Investment Account) [ ] This account is established to hold obligations and their assignments, such obligations having been purchased with funds from the Debt Service Reserve Account (Debt Service Reserve Investment Account) You are hereby authorized and requested to hold obligations and assignments of those obligations in trust for the United States Department of Housing and Urban Development (HUD) in an account specifically designated "[Name of Borrower as Trustee of United States Department of Housing and Urban Development " All obligations and assignments shall be subject to release to the Borrower named below, unless and until HUD provides you with a notice that it is assuming control over the account Thereafter releases may not be made by the Borrower Within a reasonable period of time, not to exceed two business days, after your receipt of such notice from HUD, you shall so prevent such Borrower releases and, if requested by HUD in writing, shall thereafter forward monthly to HUD, to an account it specifies in its notice, the collected and available balance in such account You are further authorized, after receipt of the notice from HUD, to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD In no instance shall the obligations in this account be used to offset funds which may have been advanced to, or on behalf of, the Borrower by you You are permitted, however, to debit from the account your customary fees and charges for maintaining the account and the amount of any deposits that are made to the account and returned unpaid for any reason Such account shall also be subject to your standard agreement and documents relating to the opening and maintenance of bank accounts with you In the event of any conflict between this Letter Agreement and such agreements and documents, this Letter Agreement shall control This letter is submitted to you in duplicate Please execute the duplicate copy of the certificate below, acknowledging the existence of such account, so that we may present the copy signed by you to HUD Name of Borrower IF [Signature] Name and Title Date The undersigned institution certifies to the United States Department of Housing and Urban Development (HUD) that the account identified is in existence in this institution under account number , and agrees with the Borrower named above and HUD to promptly comply with HUD's notice in the manner provided in the above letter, but in no event to exceed two business days The undersigned institution further agrees, after receipt of the HUD notice as set forth above, , to refuse to honor any request for release of the obligations and assignments from such account by parties other than HUD In no instance shall the obligations in the account be used to offset funds which may have been advanced to or on behalf of, the Borrower by the financial institution, except as set forth above Deposits in this institution are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the National Credit Union Administration up to the statutory limits Name of Institution Date (Signature) Name and Title 8 28 08 TO VIA FROM DATE SUBJECT CITY OF HUNTINGTON BEACH Inter®ffice Communication Honorable Mayor and Members of the City Council Fred A Wilson, City Administrator Stanley Smalewitz, Director of Economic Development June 21, 2010 Refinancing of the City's Section 108 Loans through the Department of Housing and Urban Development- Item # 20 The Redevelopment Agency would like to amend the recommended action to include approval by both the City and Redevelopment Agency and execution of documents by the City and Redevelopment Agency One of the Section 108 Loans is paid through Agency funds which will require the Executive Director of the Redevelopment Agency to have authority to execute, as with the City Administrator Therefore the recommended action on Item No 20, Refinancing of the City's Section 108 Loans through the Department of Housing and Urban Development reads as follows (changes to recommended action in italics) Approve the refinancing of the Section 108 Loans and Authorize the City Administrator/Executive Director and City Clerk/Secretary of Redevelopment Agency to execute all Agreements after the City Attorney has approved to form � /.,)- / // D ZATE 61",✓h�-,ur Cr4i7 vim-/ Council/Agency Meeting Held D/�S Deferred/Continued to p r ved ❑ Con itionally proved ❑ De d .�Cit CI p s Signs re Council Meeting Date June 21 2010 Department ID Number ED 10-26 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO Honorable Mayor and City Council Members SUBMITTED BY Fred A Wilson City Administrator PREPARED BY Stanley Smalewitz Director of Economic Development SUBJECT Refinancing of the City's Section 108 Loans through the Department of Housing and Urban Development Statement of Issue The Department of Housing and Urban Development has informed the City of the opportunity to refinance the City s two Section 108 Loans The current interest on the loans is 7 7% and the refinancing will be at an interest rate of no greater than 3% Financial Impact The Section 108 Loan repayments are currently made through the annual CDBG allocation and Redevelopment Agency Debt Service Fund The refinancing will save an average of $120 000 annually through 2019 for an overall minimum savings of $1 2 million on the loans No additional appropriations are necessary Recommended Action Motion to Approve the refinancing of the Section 108 Loans and Authorize the City Administrator and City Clerk to execute all Agreements after the City Attorney has approved to form Alternative Action(s) Do not approve the refinancing of the Section 108 Loans -285- Item 20 - Page 1 REQUEST FOR COUNCIL ACTION MEETING DATE 6/21/2010 DEPARTMENT ID NUMBER ED 10-96 Analysis The Section 108 program is the loan guarantee provision of the Community Development Block Grant (CDBG) program Section 108 provides communities with a source of financing for economic development housing rehabilitation public facilities and large-scale physical development projects This program is an important public investment tool that HUD offers to local governments allowing cities to transform a small portion of their CDBG funds into federally guaranteed loans to pursue physical and economic revitalization projects Section 108 Loan funds are guaranteed by a pledge of current and future CDBG allocations The City currently administers two Section 108 Loans The first was issued to rehabilitate the historic City Gym and Pool (Attachment 1) The second Section 108 Loan was for the Waterfront Hilton/Hyatt site (Attachment 2), used for hazardous remediation relocation of Driftwood residents and public infrastructure costs The current notes carry interest rates of 7 7% HUD has scheduled a Section 108 public offering for July 2010 This public offering will enable Section 108 borrowers to obtain long- term fixed-rate financing for approved community and economic development projects The public offering will permit Section 108 recipients with current loans to convert from vanable- rate to permanent fixed-rate financing The City s interest rate will be cut at least in half to below 3% (depending on rates in effect at time of the public offering) Costs of issuance will be less than $30 000 and will be funded with CDBG funds This will ensure a total savings of $1 2 million over the remaining nine year life of the two notes It will also enable the City to issue additional Section 108 Loans or use the CDBG funds for additional public works qualified projects Environmental Status Not applicable Strategic Plan Goal Maintain financial viability and our reserves Attachments) Item 20 - Page 2 -286- ATTACHMENT #1 - Item 0Page 3 2010 PO transmit ent 5-21-10 generic P ME 5 �O U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT WASHINGTON D C 20410 7000 1 9 N D flO OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT June 16, 2010 Dear Sir or Madam Enclosed are documents related to the pending public offering of trust certificates guaranteed under Section 108 of the Housing and Community Development Act of 1974, as amended The public offering date is firm for July 21 2010, except for adverse market conditions The offering will be underwritten by (I) Credit Suisse Securities (USA) LLC, (n) Bank of America Merrill Lynch and (in) UBS Investment Bank Capitalized terms used in this letter are more fully defined in the enclosed documents Even though the public offering will not be held until July 21, 2010, it is necessary that HUD receive the properly executed documents from you by close of business on July 2, 2010 We must verify that we have all documents from all Borrowers, and that they are satisfactory, before pricing and before we can sign the Underwriting Agreement If we do not receive the documents from you by June 2, your note will not be included in the public offering on July 21 This underwritten public offering will be conducted pursuant to legislation which permits the Department of Housing and Urban Development ("HUD") to guarantee trust certificates that are backed by a trust composed of notes or other obligations guaranteed under Section 108 Your note will be included in such a trust, together with the notes of other participating Borrowers The enclosed public offering documents, which must be executed by the authorized representative of the Borrower identified in its counsel s legal opinion, are the Promissory Note ("Note") and the Contract for Loan Guarantee Assistance ("Contract") The opinion of counsel to the Borrower is required pursuant to paragraph 4(b) of the Contract a model opinion with attached instructions is also enclosed for the guidance of counsel If the Borrower previously executed interim financing documents and is not receiving funds for new activities (i e , activities not covered by the existing Contract) at this offering no new additional security Contract provisions are required for this offering, the Contract incorporates the previous additional security provisions After it is executed by the Borrower and returned to HUD, the Note (which is not effective until guaranteed by HUD at the closing of the public offering) will be delivered by HUD to The Bank of New York Mellon, as Trustee, two days before the public offering date and will be held in trust At closing, the Trustee will issue a single, separate certificate for each Principal Due Date specified in the Note Each such certificate shall specify the applicable pass - through interest rate, which rate(s) will also be entered in Schedule P&I attached to the Note for Item 20 -Page 4 -288- 2 the applicable Principal Due Dates The interest rate will be established for each trust certificate at pricing by the underwriters one week before the public offering date The Aggregate Principal Amount of the Note shall be repaid in accordance with the Schedule P&I attached thereto Please verify that the Principal Amounts (paw) shown on Schedule P&I are correct, as they may not be changed after the offering Interest will accrue on each Principal Amount at the pass -through interest rate on the related trust certificate, payable on the applicable Interest Due Date (each February 1 or August 1, beginning February 1, 2011), through the Principal Due Date on the schedule attached to the Note (which dates correspond to the related distribution dates of payments to investors on the trust certificates) Each interest payment will consist of the aggregate of the interest amounts accrued to the applicable date on the entire principal balance of the Note However, all payments on the Note are actually due to the Trustee on the Note Payment Date seven Business Days before the applicable Interest Due Date or Principal Due Date This is necessary to enable the Trustee to aggregate the payments and direct them to the proper investors, and also to enable HUD to honor its Guarantee by making payment on behalf of the Borrower from pledged grant funds if necessary You will be notified by the Trustee of the amount of the required payment one month before each Note Payment Date The Note and Contract reference the Trust Agreement and the Amended and Restated Master Fiscal Agency Agreement, both of which are enclosed Pursuant to the Contract, the Borrower consents to the selection of The Bank of New York Mellon as Trustee and agrees to the terms of the public offering, including the Trust Agreement The Trust Agreement principally sets forth duties and responsibilities of the Trustee, but certain provisions of interest to borrowers are included, including compensation and indemrnfication of the Trustee which is secured only by the security specified in paragraph 5 of the Contract The Fiscal Agency Agreement and Trust documents are enclosed for your reference, please do not return them to HUD The Contract provides when and how payment of the costs (fees) of the public offering is to be made The final amount of the costs will not be known until the week before the public offering date We will notify you of the amount at that time, as well as the amount of accrued interest payable on interim note Advances being paid off at the offering if applicable The enclosed form for wire transfer of funds provides the information that the Trustee will need to wire the Ioan proceeds to you and must be returned to HUD Do not fill in the amount to be wired to you - we will do this after we calculate your costs of the public offering, and any interim note interest costs if applicable Return the executed documents and the legal opinion by July 2, 2010, to U S Department of Housing and Urban Development Attention Paul Webster, Director Financial Management Division 451 Seventh St, SW, Room 7180 -289- Item 20 - Page 5 3 Washington, D C 20410 If you have any questions regarding this letter please contact either myself or Jason Triplett at (202) 708-1871, or send an email to Paul websterCc)hud gov and }ason t tnplett(?.hud gov (please be sure to copy both addresses) If your counsel has any questions about preparation of the legal opmion(s), please have them contact Evelyn Wnn or Carey Whitehead of our Office of General Counsel at (202) 402-5220 or (202) 402-3106, respectively, or by email at evelyn in wrm(c�hud gov or c,arey c whitehead@a hud g_ov Sincerely, Paul Webster Director Financial Management Division Enclosures Item 20 - Page 6 -290- U S DEPARTMENT OF ROUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U S C §5308 For Series HUD 2010-A Certificates This Contract for Loan Guarantee Assistance ("Contract") is entered into by the City of Huntington Beach, California, as Borrower (the "Borrower'), and the Secretary of Housing and Urban Development ("Secretary"), as guarantor for the Guarantee made pursuant to section 108 ("Section 108') of title I of the Housing and Community Development Act of 1974, as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-97-MC-06-0506, in the Aggregate Principal Amount of $1,560,000, and any amended note or note issued in substitution for such note and having the same note number (the 'Note") This is one of multiple Contracts under the Funding Approval ("Commitment") of the same number, which was approved by the Secretary on Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note), and all such amounts are collectively referred to herein as the 'Guaranteed Loan Funds " The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements," and the Fiscal Agent and the Trustee are sometimes collectively referred to as the `Fiscal Agent/Trustee PART I A The Note The Note is payable to the Trustee as Registered Holder On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A," will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the -291- !tern 20 -Page 7 Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing on the Public Offering Date The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts B Consents By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates) In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trust Agreements C Prior Contracts As of the date of the Secretary's Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary s Guarantee, and any other matter covered by this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5(a), 5(b), 5(d), or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof K Item 20 - Page 8 -292- PART II Receipt, Deposit and Use of Guaranteed Loan Funds (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account ) with a financial institution whose deposits or accounts are Federally insured The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) The Borrower shall make withdrawals from said account only for payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a) Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities In no event shall the investments mature on or after N/A , or have maturities which exceed one year All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations Such Letter 3 -293- Item 20 -Page 9 Agreement must be executed when the Guaranteed Loan Funds Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by N/A Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such Accounts are fully disbursed (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 2 Payments Due on Note The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3 00 P M (New York City time) on the seventh Business Day (the "Note Payment Date") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note) If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day Payment may be made by check or wire transfer Upon final payment of all amounts due to Holders under the Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note W Item 20 -Page 10 -294- to the Borrower in discharge of the Borrower's obligations under the Note 3 Selection of New Fiscal Agent or Trustee The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract 4 Payments Due Fiscal Agent or Trustee Documents to the Secretary (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3 11 and 7 01 thereof In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date (b) The Borrower shall submit to the Secretary not later than twelve (12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract, (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower (iii) the pledge of funds pursuant to 24 CFR §570 705(b)(2) and paragraph 5(a) of this Contract is valid and binding, and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e g , paragraph 5(c), or paragraph 15, et seq ), at the time required thereby (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering 5 -295- Item 20 -Page 11 Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract (including paragraph 4(b)) to be submitted before the Public Offering Date By execution and delivery of this Contract to the Secretary, the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subDect to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower from any source other than funds or other security pledged pursuant to paragraphs D (if applicable), 5, or 15, et seq , of this Contract 5 Security The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Borrower pursuant to Section 108(q) (b) Program income, as defined at 24 CFR 570 500(a)(or any successor regulation), directly generated from the use of the Guaranteed Loan Funds (c) Other security as described in paragraph 15, et seq , or incorporated herein by paragraph D hereof, as applicable (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract 6 Loan Repayment Account (a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account') with a financial institution whose deposits or accounts are Federally insured The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d) Such Letter C Item 20 - Page 12 -296- Agreement must be executed when the Loan Repayment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note In no event shall the maturities of such investments exceed one year All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the 'Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account Such Letter Agreement must be executed when the Loan Repayment Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower in and to the Loan Repayment and 7 -297- Item 20 - Page 13 Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 7 Use of CDBG, EDI or BEDI Funds for Repayment Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10 Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible project(s) and activities financed by the Note may also be used therefor any other use of Section 108(q) funds for such purposes shall require the prior written approval of the Secretary Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U S Treasury for such purposes 8 Secretary's Right to Restrict Use of CDBG Funds to Repayment Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge is being restricted This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge 9 Secretary's Right to Use Pledged Funds for Repayment The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower 8 Item 20 - Page 14 -298- 10 Defeasance For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100,000,000 11 Default (a) A Default under the Note and this Contract shall occur upon failure by the Borrower to (i) pay when due an installment of principal or interest on the Note, or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a) (c) In addition to Defaults under paragraph 11(a), the 0 -299- Item 20 - Page 15 Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570 913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, and/or direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account 12 Remedial Actions Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (ill) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals for the Borrower under Sections 108 and/or 106 of the Act (c) The Secretary may direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account 10 Item 20 - Page 16 -300- (d) With respect to amounts sub]ect to Optional Redemption, the Secretary may accelerate the Note (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may .institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto All such notices and other communications shall be effective when received as follows (i) if sent by hand delivery, upon delivery (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid (iii) if sent by telex, upon receipt by the sender of an answer back and (iv) if sent by telecopier, upon confirmed receipt The Secretary U S Dept of Housing and Urban Development Attention Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washington, DC 20410 Borrower 13 L3msted L3.ab3.l3.ty Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D, 5, or any Special Conditions of this Contract, as applicable Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements 11 -301- Item 20 - Page 17 14 Incorporated Grant Agreement The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on under the Funding Approval for grant number B-97-MC-06-0506 to the Borrower In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof 15 Special Conditions and Modxfxcatxons (a) The Guaranteed Loan Funds shall be used only to prepay principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number B-97-MC-06-0506, Series 2000- A The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date In addition to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower (b) Additional Grounds for Default Notice of Default Restriction of Pledged Grants Availability of Other Remedial Actions (i) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a 'Pledged Grant" and, collectively, the Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2010 to (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note The Borrower further acknowledges and agrees that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a 12 Item 20 - Page 18 -302- permissible basis for any of the actions specified in paragraphs (11) and (iii) below (without notice or hearing, which the Borrower expressly waives) (11) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (1) above (such notice being hereinafter referred to as the "Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants (iii) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12 This paragraph (111) shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12 (Iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above [Rest of Page Intentionally Left Blank] 13 -303- Item 20 - Page 19 THE UNDERSIGNED, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary) The City of Huntington Beach, CA BORROWER BY (Signature) (Name) Ti (Date) SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY (Signature Yolanda Chavez (Name) Deputy Assistant Secretary for Grant Programs (Title) Date 14 Item 20 -Page 20 -304- Ati1E'v`DED A,ND RESTATED tiLASTER FISCAL. AGENCY AGREEMENT among the SECRETARY OF HOUSNG AND URBAN DES ELOPIMENT and THE CHASE MAN-fLATTA_IN BA_\'K (formerlv known as Chemical Bank) as Fiscal Anent Dated as of Nlav 17 2000 -305- t KECL T10'� i Item 20. - Page 21 Item 20 - Page 22 -306- Table of Contents Page ARTICLE I DEFLN ITION S ARTICLE II DELI` ERY A_ND REGISTRATION OF NOTES Section 2 01 Detaiis o Notes 8 Section 2 02 acceptance b-, Fiscal Agent 8 Section 2 0-- Autnonzation Order 9 Section 2 04 Ad-,ances and Conversion Date Advances under v anable/Fixed Rate Notes 10 ARTICLE III ADMINISTRATION OF 'N OTES Section 3 01 Modification of Notes 13 Section 3 02 Redemption of Notes 13 Section 3 03 Collection on Guarantees 14 Section 3 04 Notification of Amounts Due 14 Section 3 05 Collection of Pavments Note Account 15 Section 3 06 Fiscal Agent to Act as Paving Agent and Calculation Agent 16 Section 3 01 Permitted Charges Against Note Account 18 Section 3 08 Fiscal Agent to Cooperate Release of votes 18 Section 3 09 Replacement Motes 18 ARTICLE Iti PAYMENTS Section 4 01 Pavrnents 19 ARTICLE N, REGISTRATION OF NOTES Section 5 01 Registration of Transfers and EYchan2es of Notes y 20 Section 5 02 Persons Deemed Holders 21 Section �) 03 Maintenance of Office or A-encv 22 ARTICLE L I RIGHTS AND DUTIES OF BORROVb ERS Section 6 01 Compensation and Indemnification of Fiscal Agent 22 ARTICLE � II RIGHTS AND DUTIES OF FISCAL AGENT Section 7 01 Duties of Fiscal Agent 24 Section 7 02 Certain Matters affecting Fiscal Agent 25 Section 7 03 Fiscal Aizent Not Liable for Notes 26 Section 7 0-1 Eli gibilin, Requirements for Fiscal Agent 27 Section 7 0D Resianation and RemovaI of Fiscal Anent 27 I I Ia t° 71P i -307- Item 20 - Page 23 Sectio-i - 06 "vle-ac- or Consolidation of Fiscal Asent 24 Section ()- Fis,at Agent Mav OxNn the Notes 29 Section - 08 Fidelit-, Bond or insurance '_° Section - 09 Fiscal A�!en*'dot Liable for In% estments 30 ARTICLE % III TER_M1i ATION Section 8 01 Termination 30 ARTICLE V� MISCELL 4-IEOL S PROVISIONS Section 9 01 Amendment 31 Section 9 02 Inspection of Documents by Holders 31 Section 9 03 Governing Lave 3I Section 9 04 Notices 32 Section 9 05 Severabilitv of Provision 32 Section 9 06 Counterparts 33 Exhibit A I Form of V anable/Fixed Rate Note Exhibit A-2 Form of Fixed Rate Note Exhibit B Form of Guarantee Exhibit C Form of Authorization Order Exhibit D Form of Advance Order Exhibit E Form of Notice of Missed Borrower Payment from Fiscal Agent to Secretary Exhibit F Form of Notice for Guarantee Pavrnent from Fiscal Agent to Secretary Exhibit G Schedule of Fiscal Agent Fees for V anable'Fixed Rate Mote Services 1181 Ii �{ J Item 20 - Page 24 -308- A -MENDED AND RESTATED MASTER FISCAL AGENCI AGREEMENT This MASTER FISCAL AGENCY AGREEMENT (the Agree-ne-it ) dated as ofiVlav 17 2000 is made and entered into by and beta een the Secretary of Housing and urban Development on behalf of certain Borrowers as hereinafter defined and The Chase Manhattan Bank (formerlv known as Chemical Bank) a banking corporation organized and existing under the laws of the State of New '� ork as Fiscal Agent (the Fiscal Agent ) This Agreement amends and restates the 'blaster Fiscal Agencv Agreement dated as of November 28 1995 among the Borrowers (as defined therein) and Chemical Bank a bank organized and existing under the laws of the state of New Y ork as Fiscal Agent This Agreement is effective only with respect to those Notes delivered to the Fiscal Agent on or after the date first referenced abov e In consideration of the premises and of the mutual agreements herein contained the parties agree as follows ARTICLE I DEFLNTIIONS �k henever used in this agreement the following words and phrases unless the content otherwise requires shall have the following meanings Act The Housine and Commurnty Development Act of 1974 as amended 42 L S C §§ 5301 et seq j118 19 -3®9- Item 20 - Wage 25 Ad,, antes Sucn amounts as may be ad-, anted to or on behalf of a Bor-o" er under a `arable Fixed Rate Note from time to time b,� the Folae- of such � anableTixed Rate \ote pursuant to an mtenm financing agreement Lnless express],. stated the term Ads ante does not include Conx ersion Date Ads antes Advance Order The written order of the Secretary delivered to the Fiscal Agent pursuant to Section 2 04(b) hereto in substantially the form set forth in Exhibit D hereto Agreement This Amended and Restated 'Master Fiscal Agencv Agreement and all amendments and supplements hereto Aggregate Principal Amount For each Vanable/Fixed Rate Note the sum of all Advances ana if applicable Conversion Date Advances under such 'vanable/Fixed Rate 'vote Authonzat ion Order The wntten order of the Secretary delivered to the Fiscal Agent pursuant to Section 2 03 and Section 2 04(a) or (c) hereto in substantially the form set forth in Exhibit C hereto Authorized Officer When used w ith respect to the Fiscal Agent means the chairman or any vice cnairman of the board of directors the chairman or anv vice chairman of the executive committee of the board of directors the chairman of the trust committee the president anv i ice president the secretary an,. assistant secretary the treasurer anv assistant treasurer the cashier any assistant cashier anv trust officer or assistant trust officer the controller or any assistant controller or anv other officer of the Fiscal Agent customarily performing functions similar to those performed by anv of the abov e designated officers and also meant with respect to a Item 20 - Page 26 7 -310- particular corporate trust matter any other officer to whom auch matte- is referred be,aust ofh,- knowleage of and familiarity w ith the particular suttject Authorized Official When used with respec to the Lnited States Depar*ment of Housmg and Lrban Deg elopment the Secretan and anv other official of such department w do at the time shall have been duly authorized to act on behalf of the Secretary Borrow ers Eligible public entities or public agencies designated by such eligible public entities which have issued debt obligations guaranteed by the Secretary pursuant to Section 108 Business Da-, A day on which banking institutions in New York Citti are not required or authonzed to remain closed and on which the Federal Resene Bank of New York and the New York Stock. Exchange are not closed Commitment Amount The commitment amounts stated on the Commitment Schedule for a Vanable'Fixed Rate Note for each related Principal Due Date The aggegate of all Advances for each Principal Due Date shall not exceed the related Commitment Amount for any Vanable/Fixed Rate Note Contract Any Contract for Loan Guarantee Assistance including any amendments entered into between a Borrower and the Secretary providing for the issuance of\otes and their related Guarantees b). such Borrower and the Secretary respectively Cony ersion Date The date (if any) upon which a \ anable'Fixed Rate vote is (i) delitiered by its Holder to the Fiscal Agent against payment therefor bti the purchasers selected by the Secretary to make such pavment and (ii) assigned to The Chase )Manhattan Bank (or any successor thereto) acting in its capacity as Trustee (the Trustee ) pursuant to a Trust Agreement ��s r -311- Item 20 - Page 27 among the Secretar% and the Trustee dated as of ianuan 1 199--) as such agreement may be amenced or supple-nented Lpon the occurrence of (i) and (n) in the pre%sous sentence such % ariable 'Fixed Rate Note converts to a fixed rate obhsation in accordance with its terms Con%ersion Date \d%ances Amounts funded on the Con%ersion Date of Variable, Fixed Rate Note pursuant to Paragraph ? 04(c) Corporate Trust Office The Chase Manhattan Bank s Structured Finance Operations Department wluch at the date of the execution of this Agreement is Iocated at 450 West 33`° Street 8`' Floor Hew Y ork New York 10001 or any subsequent office of The Chase Manhattan Bank of which the Secretary is notified or the office of a successor fiscal agent Date of Note The date of note stated on any Dote Director Financial Management Division The Director of the Financial Management Division Office of the Assistant Secretary for Community Planning and Development U S Department of Housing and Urban Development and anv other official of such department who at the time shall have been duly authorized to act on behalf of such Director Fiscal Agent The Chase Manhattan Bank (formerly known as Chemical Bank) a banking corporation organized and existing under the laws of the State of New Y ork or its successor in interest or any successor fiscal agent appointed as herein provided Fixed Rate Dotes Notes issued by Borro A ers w ith scheduled fixed interest rates from the date of issuance suostantially in the form of Exhibit A-2 hereof is to 4 1 Item 20 -Page 28 -312- Funding Date In the case of a `anable"Fixed Rate 'rote the date of an Adi ance under such 'fore whicn shall be ttie'l ednesdav of anN weei, as requested bv a Borrower pursuant to Section ? 04 unless otherwise agreed uDon b-, the initial Holder of such Note and the SecretarN If IN edriesda,, is not a Business Dal then the Funding Date shall be the nett succeeding Business Day \omithstanding the foregoing no Funding Date shall occur aunng the seen da" period immediately preceding either (i) a Public Offering Date or (n) a Pavirient Date Gotienunent Obligation A direct obhgation of or an,, obligation for which the full and timeh payment of Dnncipal and interest is guaranteed b-,.the United States of America mcludino but not limited to United States Treasury Certificates of Indebtedness Notes and Bonds State and Local Goti ernment Series or certificates of ownership of the principal of or interest on direct obligations of or obligations unconditionally guaranteed by the Ignited States ofAmenca, which obligations are held in trust b� the Fiscal Agent Guarantee With respect to anv Note the related Guarantee made b% the Secretary pursuant to Section 108 b� which the Secretar% guarantees the timelv payment of the principal of and interest on such Note Guarantee Payment Aril. pavinent made b,. the Secretary pursuant to a Guarantee Holder The Person in whose name a Note is registered in the Note Register Maximum Commitment Amount The sum of the Commitment Amounts stated on the Commitment Schedule attached to a Variable/Fixed Rate 'tote The aggregate of all Adi ances unde- a X anable Fined Rate 'dote shall not exceed the Maximum Commitment Amount for such Note i 13� to -313- Item 20 a Page 29 Note Any note issued by a Borrower and Lyuaranteed by the Sec-etar-, pursuant to Section IO£ substantially in the form set forth in Exhioit A I or A ? hereto that is suolec, to this Agreement Note Account The account created and maintained pursuant to section 05 NNote Register The Register maintained by the Fiscal Agent pursuant to Section -*) 01 Opinion of Counsel A written opimon of counsel for the Secretary who may be but does not have to be an employee of the Department of Housing and Lrban De-,, elopment Payment Date With respect to all pavments due for a Fixed Rate Note or a 'v ariable Tixed Rate Note after the Conversion Date each February I and August I 'A ith respect to all payments due for a Vanable/Fixed Rate Note on or before the Conversion Date each February 1, May I August 1 and November I and the Cony ersion Date or any other date specified in the applicable Note on which interest or principal is due and pavable If anv Payment Date is not a Business Day then payments payable on such Payment Date shall be made on the next Business Day Person Anv individual corporation partnership joint venture association Joint-stock companv trust unincorporated organization or government or anv agency or political subdn ision thereof Principal Amount In the case of a N anabletFixed Rate Note (i) before the Conversion Date for such Dote the aggregate amount of Ady ances made for each Principal Due Date specified in the related Commitment Schedule thereunder less the amount of anv redemption or principal repayment and (n) on or after the Cony ersion Date the principal amount stated for {�Q o 6 Item 20 -Page 30 -314- each P-incipal Due Date i Schedule P&.I thereto less Lhe amount of an Optional Redemption (as defined n the'\ote) or principal repawment In the case of a Fixed Rate'\'ote the pnnLipal amount stated for each Principal Due Date in Schedule P&.I thereto less the amount of any Optional Redemption (as defined in the Vote) or pnnctpal repa%,meat Principal Due Date The stated due date of a Principal Amount outstanding under a Note If any Principal Due Date is not a Business Da,, then pa-,ments payable on such Principal Due Date shall be made on the next Business Day Public Offering Date The date of the sale of specified Notes to the underwriters selected by the Secretary in connection with the pooling and public offenng of the related series of participation certificates backed by such specified Notes Record Date i4 ith respect to any Note the close of business on the fifteenth calendar day of the month next preceding the month in which a Payment Date occurs Secretary The Secretary of Housing and Lrban Development Section 108 Section 108 of Title I of the Act Trustee The Chase Manhattan Bank acting in its capacity a, Trustee pursuant to the Trust Agreement Trust Agreement The Trust Agreement dated as of Ja*ivai-v 1 1995 among the Secretary and The Chase Manhattan Bank as such agreement ma-, be amended or supplemented from time to time {t to -315- Item 20 -Page 31 t a7able Fixed Rate Motes 'Notes issued by Bono« ers with a van able inte-es* rate which converts to scheouleo fixed interest rates on the Cor%e-sion Date in �,ubstant,all% t'ie form of Exhibit A i hereto ARTICLE U DELIVER'x AND REGISTRATION OF NOTES Section 2 01 Details of Notes From time to time following the execution and deliver-, hereof and in accordance with the procedures described herein the Secretary shall deliver to the Fiscal Agent one or more Notes of one or more Borrowers Each Note shall be in the form of a fully registered note The Aggregate Principal Amount of a Vanable/Fixed Rate Note shall not exceed such N anable "Fixed Rate Notes Maximum Commitment Amount Each Note shall be registered in the Note Register pursuant to instructions to be furnished by the Secretary to the Fiscal Agent in accordance with Sections 2 03 and 2 04 Pursuant to the Contract related to each Borrowers Note each Borrower will have authorized the Secretary to list its Note in the Authorization Order delivered by the Secretary pursuant to Sections 2 03 or 2 04(a) or (c) or anv Advance Order delivered by the Secretary pursuant to Section 2 04(b) The Fiscal Agent shall have no responsibility in respect of the authonzations of anv Borrower under the relevant Contract or with respect to the information supplied by the Secretary in the Authorization Order from the Secretary pursuant to Section 2 03 or 2 04(a) or (c) or the Ad, ance Order from the Secretary pursuant to Section 2 04(b) Pursuant to such Contract each Borrower designates and appoints the Fiscal Agent as the paving agent and calculation agent for its Variable 'Fixed Rate Notes prior to the Conversion Date and registrar for all of such Borrower s Motes Section 2 02 Acceptance by Fiscal Agent Lpon its receipt of anv Notes and their related Guarantees the Fiscal Agent will acknoo, led`e receipt of such '\ores and related i 3 I9 Item 20 - Page 32 -316- Guarantees deli%e-ed b,, the Secretar, to ti-e Fiscal -\gent as paving agent and calculation agent for tie \ ariaoie `Fred Rate 'rotes prior to the Con-, ersion Date and as registrar for ali of the Bor-owers Notes Section 2 03 Authorization Order (a) Not less than two (2) Business Davy (or such shorter period as the Secretary and the Fiscal Agent shall agree upon) before (i) the time of any delivery of any 'rotes to Holders under this Agreement and (ii) anti Conversion Date the Secretary shall defiler to the Fiscal Agent an Authorization Order substantially in the form of Exhibit C hereto which Authorization Order shall direct the Fiscal Agent to (i) for Fixed Rate 'dotes register such votes including Schedule P&I thereto or (n) for V anable'Fixed Rate Dotes either register the Notes before an initial Advance thereunder or on the related Conversion Date attach the onginal or revised Schedule P&I to the specified Notes as applicable Following such actions the Fiscal Agent shall deliver the -Notes and their related Guarantees in accordance with the terms set forth in the related Authorized Orders) (b) Each such order shall set forth the following information (ifnecessarv) (1) the Note number(s) and Borrower name(s) (2) the name and address of the Holder (3) Nhethe- each Note is Fixed Rate or a \ anable Fixed Rate mote (4) in the case of any V anable `Fixed Rate Note the aggregate amount of anv initial Ady ance and the allocation of such Adt ance to each related Commitment Amount and Principal Due Date z11R 19 9 (?1 lz4w -31 i- Been 20 - Page 33 (D) the P-inLipal Amount and Pnncipal Due Date (or dates) in the case of a Fixec Rate 'Note (6) whether the Notes and their related Guarantees are to be held phvsicaIly by the Fiscal Agent or transferred to the Holder (or its nominee) of the Notes and the date such delivery or transfer is to occur (7) whether the 'Notes or certain Principal Amounts due under the Notes are subject to redemption or acceleration prior to their Principal Due Dates and if so the terms and conditions relating to any redemption or acceleration and (9) an-, additional information directions or Schedules from the Secretary regarding the issuance of the Notes (c) the Fiscal Agent agrees that following its receipt of (1) the Notes and their related Guarantees from the Secre*ary on behalf of the Borrowers (2) an Authorization Order from the Secretary coy enng such Note or Notes and (3) such Opinion of Counsel and other documents as the Fiscal Agent may reasonatAy request the Fiscal Agent will register and deliver the Dotes and their related Guarantees in accordance with and upon the direction of the Secretary as specified in such Authonzation Order Section 2 04 AdNances and Conversion Date Advances under N ariable/Fixed Rate Motes (a) initial Ad,,ances Each % anable`Fixed Rate Note pro%ides that the initial Holder thereof shall make an initial Ads ance under the Vanable/Fixed Rate Note on any applicable Funding Date upon the «ntten request of the Borrower and the approval of the Secretary The Borrower shall dehv, er its request for an initial Advance to the Secretar% at least ten Business 10 Item 20 - Page 34 -318- Dais in ad-,ance of the requested Funding Date Such request shall include the nacre of tFe Borrower each Prncipal Due Date for which an Ad-, ance is requested and tree amount of each related initial Advance The Secretary shall deliver to the Fiscal Agent an Authorization Order evidencing such approv al for all Initial Advances requested for each relev ant Funding Date either together with the related `anable/Fixed Rate Notes Guarantees and such Opinions of Counsel and such other documents as the Fiscal Agent has requested or as otherwise agreed If the irutial amount funded under a Variable/Fixed Rate Note is a Conversion Date Advance then the procedures set forth in Section 2 04(c) below apply instead of this paragraph or paragraph 2 04(b) The Fiscal Agent shall (i) disburse initial Advances in accordance with Section 2 04(d) and the rele, ant Authonzation Order and (n) reflect anv such initial Advances on its books and records (b) Subsequent Non -Conversion Date Advances A Borrower may request additional Advances under a Vanable/Fixed Rate Note from time to time for any Funding Date following the date of such Notes initial Advance in accordance with the Contract The Borrower shall deliver its request for such an Advance to the Secretary at least five Business Days in advance of the requested Funding Date Such request shall include the name of the Borrower the Note number and Maximum Commitment Amount of the Note the aggregate of funds requested under the Ad-, ance and the amount of the Adv ance allocated to each Principal Due Date and each Commitment Amount as applicable The Secretary shall deliver an Advance Order substantially in the form of Exhibit D hereto to the Fiscal Agent with respect to all advances approved by the Secretary for each Funding Date following the date of an initial Adv ance under a 1 anable/Fixed Rate Note The Fiscal Agent shall (i) disburse such Advances in accordance =t 3 to 11 't -319- Item 20 - Page 35 with Sec ion 2 0-1(o) and the relevant Advance Order and (n) reflect any such Advances on its books and records (c) Con,, ersion Date Adv antes A Borrow er may request a Conti ersion Date Advance under a Vanable Fixed Rate Note The Bono" er shall deliver its request for such Con% ersion Date Ad-, ance to the Secretary at least ten Business days in ad-, ante of the relev ant Conv ersion Date Such request shall include the name of the Borrower each Principal Due Date for which a Conversion Date Advance is requested and the amount of any such Conversion Date Advances together with the Schedule P&I approved by the Secretary for the applicable Borrow er s Note The Secretary shall deli-, er to the Fiscal Agent an kuthonzation Order and a revised Schedule P&I including such Conversion Date Advances for each'v anable/Fixed Rate Note for which a Conversion Date Advance is made The Fiscal Agent shall reflect any such Conversion Date Advances on its books and records The proceeds of each Conversion Date Advance net of any fees due from the Borrower pursuant to Section 6 01(a) hereof or Section 7 01 of the Trust Agreement shall be disbursed to the Borrower by the Trustee on the Conversion Date (d) Procedures Unless otherwise agreed all documents required to be delivered to the Fiscal Agent must be received bti the Fiscal Agent two Business Days before the related Funding Date or Conversion Date as applicable The Fiscal Agent shall notify the Holder of each anable Fixed Rate -vote of a requested Ad-, ance and pavrnent instructions therefor no later than 10 00 a m on the Business Dav before the Funding Date The Holder of each % anable Fined Rate mote shall remit to the Fiscal Agent Federal funds representing the aggregate amount of all Advances for such Funding Date which shall not be less than S2D 000 (unless otherwise agreed by the Holder and the Secretary) no later than 2 00 p m on such Funding Date The Fiscal Agent shall remit the proceeds of each Advance in accordance with the instructions provided to .3t18 19 12 Item 20 - Page 36 -320- the Fiscal Agent b% the Secretary to the respectiv e BorroA er thereof net of an-Y tees due the Fiscal A2e-it pursuant to Section 6 01(a) hereof (e) Recordkeepino The Fiscal Agent shall keep a record of (i) all Adv ances and Conversion Date Advances (ii) the related Commitment Amounts and the Maximum Commitment Amount and anv changes to the same relating to a redemption prior to a Cony ersion Date or anv changes for which the Secretary has provided written notice (iii) anv pavnients (including prepayments) received in each case for any relevant Principal Due Date and (iv) any fees paid by the Borrower to the Fiscal Agent with respect to each �, anable Fixed Rate Note (including any amounts withheld by the Fiscal Agent from disbursements to the Borrower) By the fifth Business Day of each month the Fiscal Agent shall provide the Secretary and the Holder of the related V anable/Fixed Rate Notes with a report of the information contained in the previous sentence for each Vanable/Fixed Rate Note as of the last day of the preceding month ARTICLE III ADMINISTRATI07N OF NOTES Section 3 01 Modification of Notes To the extent permitted by the Note anv term of anv Mote may be modified bti such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note with the consent of the Holder (if required) No such change in the terms of anv Note shall alter or affect the terms of the Secretary s guarantee Section 02 Redemption of Notes If so provided in the applicable 'Mote (subject to the provisions set forth herein and subject to the provisions set forth in such Notes) the V anable Fixed Rate Notes may be redeemable prior to the Cony ersion Date in whole or in part at �ts a 13 -321- Item 20 - Page 37 the option of the Bono,,,. e- In order to redeem or prepa". such a redeemaole Note the Borrower stial► Q ,,e notice of its intention to reaeem such Note to the Secretar,, and the Fiscal went not less than fourteen calendar days prior Lo the date on which the Borrower intends to redeem the Note Sucn notice shall spec fti the Principal Amount w ith respect to each Pnncipa, Due Date that is to be redeemed The Fiscal anent shall 2yy e such notice to the Holder of such Note not less than ten calendar days prior to the desired redemption date After the Cony ersion Date an Optional Redemption (as defined in the Note) of a N anable,Fixed Rate Note shall be in accordance with the terms of such Note and the Trust Aareement The Holders of'Notes will have no nghts to demand prepavment or redemption of a Note Section 3 03 Collection on Guarantees Pursuant to each Guarantee the Secretary will unconditionally guarantee the pavment of all principal and interest on the Note to which such Guarantee relates when and as due in accordance with the terms of the Notes Section 3 0,1 'Notification of Amounts Due The Fiscal Agent acting as Calculation Agent shall prepare and provide to each Borrower with a copy to the Secretary and the Holder thereof as of the reley ant Record Date a written schedule of total interest fees (if applicable) and any principal due on the Vanable/Fixed Rate Notes of such Borrower fifteen days in advance of the related Pavment Date In addition if the Fiscal Agent recery es a notice (i) from the Secretary specifying the Conversion Date for specified V anable,Fixed Rate votes or (ii) from a Borrower specifving the date of a permissible prepayment or redemption prior to the Cony ersion Date then the Fiscal anent acting as Calculation Agent shall promptiv giv e notice (but in any event no Iaer than two Business Days after receipt of such notice) to the Holder as of the reley ant Record Date and the Secretary of the respectiy e amounts (or its best estimate of the respectiy e amounts if the actual amounts cannot be determined on the date of such notice) of interest fees (if applicable) -,Eis Es 1-t (tern 20 - Page 38 -322- and pnnl-lDal t if anv) pa,,able b,� the Borro,,N ers on either (i) the Public O fenng Date for all 'v anaole Fixea Rate NOte,, to oe included in such public offering or (ii) the date of such prepavTnent or redemption as applicable Thereafter the Sec-etary shall promptly give notice to each such Borrower of the amount (or the best estimate o, such amount provided b-, the F scal Agent) of interest fees (if applicable) and principal (if an% ) that such Borrow er shall be recuired to pay on the Public Offenng Date or date of ouch redemption Such notice shall include A ntten payment instructions with respect to such payment Section 3 Oa Collection of PaN meats dote Account The Fiscal Anent shall establish and maintain a separate non -interest bearing trust account (the Note Account ) into which the Fiscal Agent shall deposit the following (a) All interest payments on each Vanable/Fixed Rate Note made on or before the Conversion Date of such Note including those made by the Borrower and those made by the Secretan pursuant to a Guarantee and (b) All pnncipal payments on each v ariable'Fixed Rate Note made on or before the Conversion Date of such Note including those made by the Borrower on a Pnneipal Due Date those made by the Borrower as a prepayment or redemption and those made by the Secretary pursuant to a Guarantee (c) Anv fee pavments made by the Borrov. er on each ti anable'Fixed Rate Dote on or before the Conversion Date of such -Note Guarantee Payments made by the Secretary in accordance with the terms of Section ' 06 herein shall be deposited by the Fiscal Agent in the Note Account The moneNs paid pursuant to 1> -323- Item 20 - Page 39 Section 3 ODta) and (b) above and held as part of the Note Account shall be held in trus for the benefit of the Holders of the related 'Notes and shall be applied by the Fiscal Age -it in accordance with the provisions of Section 3 07 herein Moneys paid pursuant to Section 3 0�(c) above and held as part of the 'vote Account shall be held soleN for the benefit of the Fiscal Aae- L in its individual capacity Section 3 06 Fiscal Agent to Act as Paving Agent and Calculation Agent (a) The Fiscal Agent shall receive the payments due on the Variable 'Fixed Rate Notes made on or before the Conversion Date of such Dote and deposit such payments in the Note Account as provided in Section 3 05 Each Borrower shall make such payments directly to the Fiscal Agent by 3 00 p m (New York City time) on the seventh Business Day next preceding the relevant Payment Date No Iater than 1 00 p m (New York City time) on the sixth Business Day next preceding each Payment Date the Fiscal Agent shall determine whether all payments required to be made on such 'Notes have been duly received from each Borrower If such payments have not been received the Fiscal Agent shall notify the Secretary by a telephone call to the Director Financial Management Division confirmed m writing by telex or telecopv in the form attached hereto as Exlubit E that the Secretary may be required to make a Guarantee Payment and shall provide notice of the amourt of such payment If a payment (other than a fee payment) required to be made by a Borrow er on a Note has not been dul-, receiv ed by the Fiscal Agent by the close of business on the third Business Dav next preceding the Payment Date then by no later than 10 00 a m (New 'i ork City time) on the Business Dav next succeeding the reley ant Pavment Date the Fiscal Agent shall notify the SeCretary by a telephone call to the Director Financial Management Division confirmed in writing by telex or telecopv in the form attached hereto as Exhibit F that the Secretarti is required to make a Guarantee Payment and shall pro-,ide notice of -,I S 9 16 Item 20 - Page 40 -324- the amount of auch payment The Secretar-, shall male am. required Guarantee Payment b� N. ire transfer to the F scal agent in Federal funds for subsequent pwment b-v the Fiscal went to the Holder in accordance with the terms of Section 4 01 herein If a pavrnent required to be made on a dote has not been duly *ecei, ed from either the Borrower or Lhe Secretary by 2 30 p in on the second Business Dav next succeeding the Pavment Date pursuant to the terms of the Borrower s 'vote interest shall accrue on the amount of such payment at the ,� anable rate in effect for such Note from the applicable Pavment Date untii the date of pavment to the Fiscal Agent The Secretary shall use its best efforts to obtain for the Fiscal Agent payment of any unpaid fees due from a Borrower An% such pavment shall be from the assets pledged by the Borrower to the Secretary as secunh for the repavment of the Notes and related costs authorized by the Secretary (b) The Fiscal Agent shall act also as calculation agent in respect of the Vanable/Fixed Rate lNotes The Fiscal Agent shall calculate the amount of interest and principal if any due on each V anable'Fixed Rate 'tote on anv Pavment Date on or before the related Conversion Date at Ieast fifteen days in ad-vance of such Pavment Date in accordance with the terms and conditions of such Vanable'Fixed Rate Note Pursuant to Section 3 04 the Fiscal Agent shall notify the Borrower the Secretary and the Holder of the Vanable/Fixed Rate 'tote of the applicable anable interest rates and amounts due (including any fees) with respect to the ti anable,Fixed Rate Notes determined in accordance with this Section The determination by the Fiscal Agent of the � anable interest rate for and the calculation of the interest due on the V anable'Fixed Rate "Notes pursuant to this Sec ion shall (in the absence of manifest error) be final and binding The Fiscal Agent will keep records of all determinations under this Section including but not Iimited to a cop,, of the rele-, ant page of the Wall Street Journal or similar publicat on or 3-) 9 I _ '" � r -325- !tern 20 - Page 41 a print out of anv Telerate Page or similar computer screen or a cop,, of anv communications atating the applicable interest rate from the Holder that the Fiscal Agent used to calculate the applicable interest rate for an,, Reset Date defined in the \ote and shall permit the Secretary or anY Holder of a ` anable/Fixed Rate mote at anv reasonable time to examine such records and will furnish such other information in respect of the determination of the interest rate as the Secretary or anv Holder of a Vanable/Fixed Rate Note shall reasonably request Section 3 07 Permitted Charges Against Note Account The Fiscal Agent shall from time to time withdraw funds from the Note Account for the following purposes (a) First to make payments to the Holders in the amounts and in the manner provided for in Section 4 01 (b) Second to reimburse the Secretary for any Guarantee Payment made with respect to the Notes to which the Note Account relates provided that such reimbursement shall be limited to amounts received on a Note by the Fiscal Agent that represent late recoveves of payments of principal and'or interest respecting such Note for which anv Guarantee Payment was made and (c) Third to pav anv fees owed to the Fiscal Agent provided that such payment shall be limited to amounts received by the Fiscal Agent that represent actual fees due and paid by a Borrower on its mote and (d) Fourth to clear and terminate the Account pursuant to Section 8 01 (if applicable) Section 3 08 Fiscal Agent to Cooperate Release of Notes Upon pawrient in full to the Holder of anv ',� amble Fixed Rate Note (including pursuant to the related Guarantee) the Fiscal Agent shall obtain from the Holder and release the Note to the Secretar,, Item 20 - Page 42 -326- Section 0,9 Replacement Notes If (i) any mutilated Note is sur-ende-ed to the Fiscal 42ent or she Fiscal Agent recei-, es e,, idence to its satisfac.tlop of the destruction Ioss or their o` any Note and (ii ) there is deli e-ed to the Fiscal Age -it such secunty or inde-nnrn as may be required by it to hold it the Borrower and the Secretary harmless then in the absence of notice to the Fiscal Agent that such Note has been acquired by a bona fide purchaser and upon the Holder s patt ing the reasonable expenses of the Fiscal agent the Barrow er under such -Note shall execute and the Fiscal Agent shall deliver in exchange for such mutilated Note or in lieu of such destroyed lost or stolen Note a new Mote of like date tenor and principal amounts as appropriate ARTICLE IV PAYMENTS Section 4 01 Pavments On each Payment Date that occurs on or before the Conversion Date relating to a particular Vanable/Fixed Rate Note the Fiscal Agent as paving agent for the Borrower under such wrote shall pay to the corresponding Holder determined as of the close of business on the next preceding Record Date (other than as provided in Section 8 01 respecting the final pavtnent) all amounts credited to the 'dote Account in respect of principal and interest on the related Notes as of 10 00 a in (bevy'Y ork Citv time) on the applicable Payment Date other than amounts if anv which represent late recovenes of principal and or interest in respect of which anv Guarantee Payment «as made Interest and principal pa,,-ments on a `ariableTixed Rate 'Note and upon presentation and surrender of such Note at redemption in full or at the final Principal Due Date the Aggregate Principal Amount then outstanding are payable (i) bti mailing a check payable in New'i ork clearing house funds to such Holder at the address of such Holder on the Note Register or (n) at the request of the Holder by wire transfer 183 19 19 -327- Item 20 - Page 43 to such commercial bank located in the contine^tal Lnited States having appropriate facilities therefor as such Ho der ma, aesi s mate in %N n,m2 to the Fiscal Agent (pro, ided that the holder shall have given the Fiscal Agent appropniate written a ire transfer instructions not late- than the Record Date with respect to ,uch pa,..rment) Pawrienta on Fixed Rate Notes and on % anabletFixed Rate totes after the Cony ersion Date shall be made in accordance with the Trust Agreement ARTICLE REGISTRATION OF NOTES Section 5 01 Registration of Transfers and Exchanges of Notes The Fiscal Agent shall be the registrar of the Notes for the purposes of registering the Notes and maintaining a record of anv transfers and exchanges of Notes as herein provided The Fiscal Agent shall cause to be kept at the office to be maintained in accordance with the provisions of Section 5 03 hereof a Note Register in which it shall record for each Note the name and address of the registered Holder Commitment Amounts the Principal Amounts and the Principal Due Dates thereof and such other information as may be required by this Agreement or applicable law or regulation Registration of transfer shall be subject to such reasonable regulations as the Fiscal Agent may prescnbe No registration of transfer or exchange of anv mote may be mane unless all information required to be prodded by the Holder has been given as provided in the Assignment and Transfer portion of the form of Note Upon surrender for registration or transfer of am Note at the office that the Fiscal Agent maintains for such purpose pursuant to Section 3 03 the Fiscal Agent shall cause the Borrower under such dote to execute and dehver in the name of the desivnated Lransferee or transferees one or more new Notes of like Aggregate Principal amount }iis 19 Fern 20 - Page 44 -328- At the optior of,he Holder a Note ma,, be exchanges for Notes of like Aggregate Principal-%-mOUnL upon surrender at the office that the Fssca► agent maintaim, for such purpose pursuant Lo Section D 03 E� ery Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed by or be accompanied b% a written instrument of transfer or authorization for exchange in form satisfactorx to the Fiscal Agent duly executed by the Holder thereof or b� its attornev duly authorized in wntina Exchanges and transfers will be without charge to the Person presenting the Mote for transfer or exchange except that the Fiscal Agent may require pavment of a sum sufficient to coy er any tax or gov emmental charge that may be imposed in connection w ith any transfer or exchange of a Note All Notes surrendered for registration of transfer or exchange shall be cancelled by the Fiscal went in accordance with its standard procedures AlI such cancelled Notes shall be forwarded to the Secretar by the Fiscal Agent from time to time Section 5 02 Persons Deemed Holders Prior to due presentation of a Note for registration of transfer the Borrower under such 'Note the Secretary the Fiscal Agent and anv of their agents may treat the Person in whose name anv Note is registered as the holder of such Note for the purpose of receiving pavments pursuant to Section 4 01 hereof and for all other purposes whatsoever Neither the Borrower the Secretary the Fiscal Agent nor an'. of their agents shall be affected by notice to the contrary Ntotwithstancting the foregoing the Borrower under a -*v anable Fixed Rate Note the Secretary the Fiscal Agent and an� of their agents shall on and after the Con-, ersion Date treat the Trustee as the holder of such Note for the purpose of E1q 29 ' 21 -329- Fern 20 - Page 45 receivmg payments pursuant to Sec*ton 4 01 ana for all other purposes whatsoev er Neither the Borrower the Secretar- the Fiscal Agent nor anv o; their agents shall be affected by anv notice to the contrary Section 5 03 Maintenance of Office or Agency The Fiscal Agent shall maintain a designated office or agency where Notes may be surrenderea for registration of transfer or exchange and where notices and demands to or upon the Borrowers or the Fiscal Agent in respect of the Notes and this Agreement may be ser-ved The Fiscal A-ent designates its Corporate Trust Office as such office for said purposes ARTICLE V I RIGHTS AND DUTIES OF BORROWERS Section 6 01 Compensation and Indemnification of Fiscal Agent (a) Pursuant to the related Contract each Borrower under a Vanable/Fixed Rate Note agrees to pay the Fiscal Agent fees as provided in this Section for the ser-vices the Fiscal Agent provides in respect of such ` ariable'Fixed Rate Note Such fees shall be as set forth in Exhibit G hereof and shall be either deducted by the Fiscal Agent directly from the proceeds of any A& ance in respect of a V anable'Fixed Rate Note or included in the quarterly notification of amounts due that the Fiscal Agent pro-, ides under Section 3 04 each in accordance with Exhibit G Each Borrow er also shall pay the Fiscal Agent anv additional compensation agreed to be paid to the Fiscal Anent The Borrowers will pay all out of pocket expenses including fees and disbursements of counsel inct.rred b,, the Fiscal Agent in the performance of its duties hereunder pro,,ided however that (1) the Fiscal Agent shall in no event acquire anv lien upon anv Notes administered pursuant to this Agreement or anv moneys received with respect thereto (other than fee payments pursuant to this Section 6 01(a) and Section 3 05(c)) or an% claim against the Holders of the Notes by ae s 2a > 22 t Item 20 -Page 46 -330- reason of he failare ofthe Borrowers to pav any of such charges or expenses and (2) the Borrow ers shad not be required to pay any out of pocket expenses incurred by the Fiscal AQenr to the extent that the expenses are chargeable under Section 5 0I hereof to persons requesting the t-ansfer or exchange of Notes The terms of this Section 6 01 with respect to claims ansing in connection w ith the Fiscal Agent s duties while actin- as such shall surviv e the termination of this Agreement or the resimation or removal of the Fiscal Anent (b) The Secretary herebti agrees (1) to reimburse the Fiscal Agent upon its request for all reasonable otherwise uncompensated out of -pocket expenses disbursements and advances incurred or made by the Fiscal Agent in accordance with anv provision of this Agreement (including the reasonable compensation and expenses and disbursements of its agents attorneys and counsel and of all persons not regularly in its emplov) except any such expense disbursement or advance that either was paid by Borrowers pursuant to Section 6 01(a) or is attributable to its moss negligence willful misconduct or bad faith and (2) to indemnify the Fiscal Agent for and to hold it harmless against anv Ioss IiabiIity or expense incurred w ithout bad faith willful misconduct or gross negligence on its part arising out of or in connection with the acceptance or administration of this Agreement or the 'Notes including the costs and expenses of defending itself against any claim or liabitity in connection with the exercise or performance of any of its powers or duties hereunder The Fiscal agent shall notify the Secretary prompt,\ of any claim for which it may seek indemnity under this Clause (2) -331- Item 20 -Page 47 Tne Secretar shall defend the claim and the Fiscal Agent snail cooperate in the (le ease The Fiscal Agent ma% have separate counsel w,tn the consent of the Secretary and ne Secretan will pay the reasonable fees and expenses of such counsel The Secretary need not pay for anv settlemeit made without its consent (c) The unpaid obhgations of the Borrowers under Section 6 01 (a) and the Secretary under Section 6 01 (b) shall be pavable solely out of grants or other assets pledged by the applicable Borrowers to the Secretary as security for repavment of the Dotes (and related costs authorized by the Secretary) pursuant to the applicable Contracts The obligations of the Secretary under Section 6 01 (b) shall survive the termination or expiration of this Agreement or the resignation or remoy al of the Fiscal Agent ARTICLE VII RIGHTS AND DLTIES OF FISCAL AGENT Section i 01 Duties of Fiscal Agent The Fiscal Agent undertakes to perform only such duties as are specifically set forth m this Agreement W ith respect to each 'V anable'Fixed Rate'vote and the related Guarantee that are delivered to the Fiscal Agent the Fiscal Agent shall act as paving agent and calculation agent on or prior to the Conversion Date The Fiscal Agent shall act as registrar for all 'totes for the duration of this Agreement Except upon compliance with the prov isions of Secuons 2 03 2 04 3 08 or 3 09 none of the Notes their related Guarantees or any other related instruments or documents shall be delivered by the Fiscal Agent to the Holders or to the Secretary or otherwise released from the possession of the Fiscal Agent s� Q 0 24 Item 20 o Page 48 -332® No pro%ision of this %ueeme-it shall be ccnstrued to relie%e the Fiscal %gent from liability to any Borrov-e-s or the Secre*ar-, for its bad raith ,%illful misconduct or gross negligence provided noyyever that (a) The duties and obligations of the Fiscal %gent shall be determined soieiv b-, the express pro-, isions of this %greement the Fiscal Agent shalt not be liable except for gross negligence or m illfuI misconduct in the performance of such duties and obligations as are specifically set forth in this %greement no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and in the absence of bad faith on the part of the Fiscal Agent the Fiscal Agent may rely conclusively as to the trith and accuracy of the statements and contents and the correctness of the opimons expressed therein upon any certificates opinions resolutions statements reports documents orders or other instruments furnished to the Fiscal Agent and conforming to the requirements of this Agreement (b) The Fiscal Agent shall not be personally liable for an error of}udgment made in good faith by an Authorized Officer or Authorized Officers of the Fiscal Agent unless it shall be proved that the Fiscal Agent vt as grossly negligent in ascertaining the pertinent facts and (c) In no e-, ent shall the Fiscal Agent be liable hereunder for special indirect or consequential loss or damage of anti kind whatsoever Section - 02 Certain flatters kffectmZ Fiscal Agent Except as otherwise provided in Section 7 01 (a) The Fiscal Agent may relv and shall be protected in acting or refraining from acting upon anv resolution certificate of an Authorized Official certificate of auditors or anv other .)"8 19 ' 25 -333- Item 20a - Page 49 certificate statement instrument opiion (including, an oral opinion or adv ice of counsel) repot notice request consent order appraisal bona or other paper or document belieti ed by it to be genuine and to ha%e been sued or presented b,� the prope- partv or parties (b) The Fiscal agent Tnav consult with counsel who may be but does not have to be an employee of the Fiscal agent and anv opinion of such counsel whether oral or written shall be full and complete authorization and protection in respect of any action taken suffered or omitted bv it hereunder in Good faith and in accordance with such opinion of counsel and the Fiscal agent shall not be required to take any action in violation of law or any action that would in its reasonable determination expose it to any fine or penalty imposed by law (e) The Fiscal went shall not be personally liable for anv action taken suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or pow ers conferred upon it by this Agreement (d) The Fiscal agent may exercise anv of the powers hereunder or perform any duties hereunder either directly or by or though agents or attorneys and the Fiscal Agent shall not be responsible for anv misconduct or negligence on the part of anv agent attornev or securities — depositor, appointed w ith due care by it and (e) The Fiscai agent shall not be obligated to male any invesbQation into the facts or matters stated in anv resolution certificate statement instrument opinion report notice consent order appro%al or other paper or document Section 7 03 Fiscal anent Not Liable for Notes The recitals contained in the Motes shall be take-i as statements of each Borrow er and the Fiscal Agent assumes no responsibility for riz ru 26 Item 20 - Page 50 -334- their correctness The Fiscal Agent makes no representation as to the v alidity or "UtfLienLv of this Agreeme-i or of anv'Note EELarantee Or related docu-nen or an-, cefeasance anc shall not be held liable for an, defect in anv portion thereof The Fiscal Agent shall not be aecoun able for she use or application by the Secretar,, or an-,, Borrowe- of anv of the \ores or of the proceeds of such 'Motes Section - 04 EheibiIin Requirements for Fiscal agent The Fiscal Agent hereunder shall at all times be a corporation having its principal office in the State of\ew York and organized and doing business under the laws of such State of the United States of America authorized under such Iaws to exercise corporate trust powers having a combined capital and surplus of at least S100 000 000 and subject to supervision or examination by Federal or State authonty If such corporation publishes reports of condition at least annually pursuant to law or the requirements of the aforesaid supervising or examining authority then for the purposes of this Section 7 04 the combined capital and the surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published In case at anv, time the Fiscal Agent shall cease to be ehgible in accordance with the prov isions of this Section 7 04 the Fiscal Agent shall resign immediatelv in the manner and with the effect specified in Section-, 05 Section - 055' Resignation and RemoNal of Fiscal Agent Subject to the further provisions of this Section 7 05 the Fiscal Agent may resign at anv time apd be discharged from its duties as the Fiscal Agent hereunder by giving at least sixty (60) days prior vvntten notice of such resignation to the Secretary and the Borrowers and specifying the date on which such resignation is to take effect and the Fiscal Agen may be remov ed by the Secretary as the Fiscal '.gent at ant time with or without cause by giving at least five (D) Business Da'.s pnor wntten 118.3 19 27 -335- Item 20 - Page 51 notice of such remo%at delivered to the Fiscal Agent and specifying the date on which remo%ai s to take effect Lpon an-, such resignation or removal pursuant to the terms of each Borrower s Contract the Secretar% ma-, without other formality than appointment and designation in wnting (a cop% of whicri "- ntien instrument shall be promptly provided to the resigning or removed Fiscal agent) appoint a successor fiscal agent provided that such successor fiscal agent shall be eligible under the pro%isions of Section 7 04 Anv successor fiscal agent appointed as provided herein shall execute acknowledge and deliver to the Secretary the Borrowers and its predecessor fiscal agent an instrument accepting such appointment hereunder and thereupon the resignation or remov al of the predecessor fiscal agent shall become effective and such successor fiscal agent %%ithout anv further act deed or conveyance shall become fullv vested with all the nghts powers duties and obligations of its predecessor hereunder with like effect as if onginally named as fiscal agent herein Upon acceptance by such successor fiscal agent of its appointment hereunder or in the absence of such an appointment upon the effective date of the resignation or removal as specified in the applicable notice referred to above (or if the notice does not so specify the expiration of the sixty (60) or five (5) day period referred to above) the Fiscal Acyent shall deliver to such successor fiscal agent or the Secretary as the case may be (i) all of the 'totes and their related Guarantees (if then held by the Fiscal Agent) and other property relating to the Notes then in its custod% and (n) all funds in or otherwise to the credit of the vote Account other than any funds then held pursuant to Section 3 05(c) The Fiscal Agent shall otherwise release assign and deliver to such successor fiscal agent or the Secretary as the case may be against receipt by such successor fiscal agent or the Secretary as the case may be including without limitation b% transmitting to such successor fiscal agent or the Secretary as the case ma% be for deposit in successor accounts established by the successor fiscal agent or ills tQ ?g e 44-� Item 20 ® Page 52 -336- the Secretar,. as the case ma-, be all other prope-tti relating o the Notes in its possess on and effect a trans,-, of sacl, property in such manner and pur,.iant to such nSLruments a, the Secretary shall reasonablv request The Fiscal agent shall Iikew ise delis er at such time to suc-i successor fscaI agent or the Secretary as the case ma-, be all of the vote Register, and all related records and documents in its possession The Fiscal went shall not be dis,.ha-ged from its duties or obhaations hereunder following its resignation or removal until such property has been dell-,, ered to such successor or the Secretary as the case may be and transferred as prodded above Section - 06 Merger or Consolidation of Fiscal Agent Any corporation into which the Fiscal went may be merged or converted or with which it may be consolidated or anv corporation resulting from any merger conversion or consolidation to which the Fiscal Agent shall be a pane or an,, corporation succeeding to all or substantially all of the corporate trust business of the Fiscal agent shall be successor of the Fiscal agent hereunder pro-, ided such corporation shall be eligible under the provisions of Section i 04 without the execution or filing of any paper or any further act on the part of an-,, of the parties hereto anything herein to the cont-arx notwithstandinz Section - 0 % Fiscal Agent Mar Own the 'dotes The Fiscal Agent in its individual or an,, other capacity may become owner or pledgee of the Fixed Rate Notes or the �, anaole Fixed Rate Notes (after the Conversion Date) with the same rights it would have if it were not the Fiscal Agent Section v 08 Fidelity Bond or Insurance So long as any 'vote is administered hereunder the Fiscal Agent shall aL all times maintain a fidelity bond or such insurance coxerage q c 29 -337- Item 20 -Page 53 in respect of its fiscal agent capacio. hereunder as it ordinanl" maintains "hen acttnS it such capacitt Section 7 09 Fiscal Agent Not Liable for InNestments The Fiscal Agent snall have no liability for any loss sustained as a result of an,, investments made pursuant to the instructions of anv of the parties hereto ARTICLE �, III TERMEN ATIOiv Section 8 01 Termination The respective obligations and responsibilities of the Borrowers and the Fiscal Agent created hereby with respect to anv Note administered b} the Fiscal Anent (other than the obligations of the Borrowers and the Ftscal Agent to make pavirients to Holders as hereafter set forth) shall terminate upon the final payment of the last Note administered by the Fiscal Agent at its final Principal Due Date No nonce need be given and final paymment «ill be made from the corresponding Note Account on the next following Pavment Date upon presentment and surrender of the Note at the office maintained pursuant to Section 5 03 `4 ith respect to each Borro« er upon the final payment of principal of and interest on each 'vote for which a separate Note Account has been established pursuant to Section 3 05 the Fiscal Agent shall notif,, the Secretary of anti monevs deposited in such Note Account that have remained unclaimed by anv Holder entitled to recertie the same for at least two (2) rears after the date upon which such final pa--ment should have been made The Fiscal went may and upon receipt of a written request of the Secretary shall pav over to the Secretary the unclaimed amount so deposited and the Holder shall thereafter look only to the Secretary for payment of 118.y 19 30 Item 20 - Page 54 -338- such unclairriec amount anc all habihty of the Fiscal Agent witl respect to such unclaimed amount shal' thereon cease ARTICLE IX MISCELL kNEOLS PROS ISIONS Section 9 01 Amendrrient No amendment modification termination or waiver of anti provision of this Agreement nor anv consent to any departure by any party from anv provision hereof binding upon such party shall be effective unless the same shall be in writing and shed by the parties hereto No such amendments modification waiver or consent shall adversely affect the nahts of the Holder or Holders of any Note issued in accordance with the terms of this Agreement and outstanding at the time of such amendment modification waiver or consent absent agreement by such Holder or Holders The Fiscal Agent may but shall not be obligated to enter into anv amendments that affect its rights duties and immunities under this Agreement Section 9 02 Inspection of Documents by Holders The Fiscal Agent shall keep a fiill� executed or conformed copy of this Agreement (together with all amendments supplements w an ers and consents hereto) on file at its Corporate Trust Office and shall permit reasonable inspection (and limited copving) to be made of this Agreement during normal business hours by an,, Holder or by its designee at such Person s expense provided that the Person purporting to be such Holder or designee establishes his identity and capacity to the Fiscal Agent s satisfaction Section 9 07 GoverninF, Lai-, This Agreement and the Notes and all rights hereunder and thereunder and provisions hereof and thereof shall be govemed by and construed in accordance "ith the laws of the State of New � ork applicable to contracts made and to be 8') 9 31 -339- Item 20 m Page 55 performed there n and the obligations rahts and remedies of the parties heresnde- and thereunaer shall be cietermmed it accordance vv th s�ich laws Sectior 9 0: Notices MI demands notices and communications hereunder and under the Exhibits hereto shall be it writmg and shall be deemed to hav e been duly gi, en when and if personally delivered at or mailed by registered mail postage prepaid (a) in the case of the Secretary to the Lruted States Department of Housing and Urban Development 451 Seventh Street S u Washington D C 20410 Attention Director Financial Management Division Office of the Assistant Secretary for Community Planning and Development or such other address as may hereafter be furnished to the Fiscal Agent in writing by the Secretary and (b) in the case of the Fiscal Aszent to The Chase Manhattan Bank 450 West 33L' Street 8th FIoor New York New York 10001 Attention Structured Finance Operations or such other address as may hereafter be furnished to the Borrowers and to the Secretary in writing by the Fiscal Agent The Secretary shaII provide the Fiscal Agent with Notice information for each Borrower in the related Authorization Order The Fiscal Agent is entitled to a copy of any notice Given to any Borrower or to the Secretary by anv Holder Any notice requested or permitted to be mailed to a Holder shall be given by first class mail postage prepaid at the address of such Holder as shown in the Dote Register airy notice so mailed within the time prescribed in this Agreement shall be conclusivel presumed to have been duly given whether or not the Holder receives such notice Section 9 0-, Severabilm of Provision If an, one or more of the covenants agreements pro isions or terms of this Agreement shall be for anv reason whatsoever held invalid then such covenants agreements provisions or terms shall be deemed severable from the remaining co,, enants agreements provisions or terms of this Agreement and shall in no way 18 1J i 32 Item 20 - Page 56 -340- affect Lhe -, anclit. or enforceabilit% of the oche- pro tstons of tuts Agreement or of the \otes or the n2hts of the Holaers thereof Section 9 06 Counterparts This Agieemenr may be executed in several counterparts each of v�rtich s' all be an onatnaI and all of ixntch toveiher constitute one and the same instrument -)11S 19 [Signature Page Follows] -341- Item 20 - Page 57 IN NNIT`ESS NNHER.EOF the SeLretar. and the Fiscal -.gent lia,,e dulh apDroved the terms and provisions hereofb�, causing the names of their respecuv.e officers dul-, allLhorzed to be executed on this Agreement a la SECRET ARC OF HOLSING A_ti-D 1JRB-VN DE` ELOPMENT 10 -Name Title THE CHASE 'v1ANHATTAN BANK as Fiscal Agent By Name �t ccx Title ti;e P-C, err% .34 Item 20 - Page 58 -342- IN «ITNESS NN HEREOF the Secretan- and the Fiscal agent hay e dul,. appro,� ed the terms and pro,,isions hereof b% causing the names of their respectiNe officers duIv authorized to be executed on this Agreement SECRETARY OF HOLSING AN-D URBAN DEti ELOPMENT -Name Title THE CHASE MANHATTAN BANK as Fiscal Agent IM Name Title 34 -343- Item 20 -Page 59 Item 20 - Page 60 -344- E'�HIBTT A I L S DEPARTMENT OF HOLSI`G ikND LRBAN DEN ELOPMENT SECTION 108 LO kN GL ARANTEE PROGRAM [FOR-M OF V ARIA.BLE/FIXED RATE NOTE (For Interin/Long-Term Financing)] NOTE NUMBER Ci•'i • MA_XIMUTV1 CONMITMENT AMOUNT S CONLMITMENT A.MOU'-N-TS See Commitment Schedule attached hereto IV ARIABLE INTEREST RATE Asset forth belo A REGISTERED HOLDER D ATE OF 'MOTE PRLNCIP AL DL E DATES VN-D PRINCIPAL A_MOLTNT Before the Conversion Date the aggregate of Ads ances made for each applicable Principal Due Date specified in the Commitment Schedule to this Note on or after the Conversion Date the Principal Amount (if anti) listed for each Principal Due Date in Schedule P & I hereto Terms Applicable Before the Con -version Date A Adz ances For N alue recei, ed the undersigned (the Borrower which term includes ar-, successors and assigns) a public entitt organized and exis mg under the laws of the State (or Commonwealth if applicable) of promises to pav to the Registered Holder (the Holder which term includes an} successors or assigns) at the time in the manner and with interest at the rate or rates hereinafter proN ided such amounts as may be ads arced under this Note from time to time bN the Holder for disbursement to or on behalf of the Borrower (indiN iduall% an Adt ance and collect, -veh, Advances ) The Holder shall make Advances upon the written request of the Borrower and the approt al of the Secretary of Housing and Urban Development or lus designee (the Secretar, ) pursuant to the Contract for Loan Guarantee Assistance (as further defined in Section IV A of this 'Mote the Contract ) and the Amended and Restated Master Fiscal AgencN Agreement (the Fiscal Agenc,. Agreement ) dated as of Mai 1 , 2000 between The Chase Manhattan Bank 189 19 -345- stem 20 -Page 61 (formerly known as Chemical Bank) as Fiscal Agent (the Fiscal Agent ) and one Secretar-, The total amount of Adv anc-s made for each Pruicival Due Date under this Note shall not exceed the applicable Commitment amount for such Principal Due Date set forth on the Commitment Schedule attached hereto The aggregate of all AdN ances under this \ote for all Principal Due Dates shall not exceed the Maximum Commitment Amount specified on the attached Commitment Schedul Tne Fiscal Agent shall record the date and amount of all payments and Advances on thi s 'vote and maintain the books and records of all ,ucn Ad-, anees and Commitment Amounts tor each corresponding Principal Due Date and all pavinents No Advances shall be made on this Note after its Conversion Date As used herein Conversion Date means the date (if any) upon which this Note is (i) delivered by the holder to the Fiscal Agent against pavment therefor by the purchasers selected by the Secretary to male such pa-wrient and (n) assigned to The Chase Manhattan Bank (or anti successor thereto) acting in its rapacity as Trustee (the Trustee ) pursuant to a Trust Agreement among the Secretary and the "T-rustee dated as of January 1 1995 as such agreement may be amended or supplemented (the Trust agreement ) Upon the occurrence of both (i) and (n) in the previous sentence Sectior III of this Note applies thereb, coin ertma this Note to a fixed rate obhgation B Variable Rate of Interest From and including the date of each Adv ance to but excluding the earlier of (i) the Conversion Date and (ii) the date of redemption or prepavment of such Advance pursuant to Section I D below (each sucn date of redemption or prepawrient a Prepavment Date ) interest shall be paid quarterly at a � anable interest rate (as set forth below ) on the unpaid principal balance of each Ad\ ance on the ,first day of each February Vlav August and November (each an Interim Pawnent Date ) commencing on the first Interim Pavment Date after the Initial Advance iz made under this'Note Interest also hall be paid on each applicable Conversion Date Prepavment Date or Principal Due Date The amount of interest payable on each Interim Payment Date w ill represent interest accrued during the three month period ending immediately prior to such Interim Pavmeni Date or in the case of the first Interim Pavrnent Date follow mg each Adv ance that is not made on an interim Payment Date the period from and including the date of such AA ance to but eti luding the first Interim Pavment Date following such Adv ance The amount of mte-esi pay ab le on this Dotes Cony ersion Date Prepayment Date or on anv Principal Due Date that precedes such Com ersion Date will represent interest accrued during the period from the last Interim Payment Date to such Cony ersion Date Prepavment Date or Principal Due Date respecti� e1r The initial y anable interest rate for each Ad,, ance w ill be set on the date of such Ad-, ance and will be equal to 20 basis points (0 2%) above the Applicable LIBO Rate (as hereinafter defined) and thereafter will be adjusted monthly on the first day of each month (each a Reset Date ) to a y anable interest rate eaual to 20 basis points (0 21o) above the Applicable LTBO Rate (such interest rate as reset horn time to time the Standard Note Rate ) If the Conti ersion Date for this Note has not occurred bi the March 1 following the initial Ad-, ance under this No,e then .)2 89 19 A 1-2 Item 20 o Page 62 -346- Lhe terms of appendix A shall be used to set the , anable interest rate If the Fiscal went does not recei-, e notice of either a Ne2miated Special Interest Rate or Holder Determined Special Interest Rate (as defined in appendix A attacned hereto) from the Secretary or Holder respectn el-, m the times specified in Appendix A to this Note then the Standard Note Rate shall apph for the period to A luch such Negotiated St)ecial Interest Rate or Holder Determined Special Interest Rate A ould others ise appl,, The Fiscal Agent ma% conclusiveIN rei% or any such notice as to the correctness of an-, matters set forth therein appendix A shall be inapplicable to this Note on or after the Con-,ersion Date LIBO Rate for any given Business Day means except in the case of manifest error the interest rate per annum published on that day in the Eastern Edition of The Wall Street Journal or anv successor publication ( V6 SJ ) published by Dow Jones & Companti Inc in the section titled tilonev Rates (or anv successor section) and opposite the caption London Interbank Offered Rates (LIBOR) -- three months (or an successor caption) If such rate does not appear in WSJ for each interest period the LIBO Rate shall be the interest rate converted to a bond - equivalent vield basis for deposits in U S dollars for three months which appears on Telerate Page 3700 or such other page as mati replace Page 37�0 on that ser-Vice or such other service or services as may be nominated by the British Bankers Association for the purpose of displaying such rate (together Telerate Page 3750 ) as of 11 00 a m London tune on the dati (the Determination Date ) that is two London banking days preceding the releN ant Reset Date or AWN ance If such rate does not appear on Telerate Page 3"50 on such Determination Date such rate shall be obtained from the Reuters Screen ISD A Page as of I 100 a m London time, on such Determination Date If in turn such rate does not appear on the Reuters Screen ISDA Page on such Determination Date the offered quotation from each of four reference banks (expressed as a percentage per annum) as of approximately 11 00 a m London time on such Determination Date for deposits in L S dollars to prime banks on the London interbank market for a 3-month period commencing on the Reset Date or date of such Ad,, ance shall be obtained If at Ieast to o such quotations are prof ided the LIBO RATE for such Reset Date or date of such Advance will be the arithmetic -nean of the quotations rounded to fi-,e decimal places If fever than too such quotations are pro%ided as requested the LIBO RATE for that Determination Date shall be the rate for the most recent day preceding such Determination Date for which the LIBO RATE shall ha-,e been displax ed on Telerate Page 3750 The LIBO RATE for an-Y interest period shall be conN erred to a bond-eoui,, alent vield basis bN multiphving such rate by the actual number of days in such interest period and do iding that number b-v 180 Applicable LIBO Rate means (1) -with respect to the initial interest rate for the first Ad` ance hereurider the LIBO Rate two London Banking Days before the date of such first Adti ance (2) ; ith respect to the initial interest rate for an-, subsequent Ad,, ance made before the first Reset Date the interest rate borne by the first Ad-, ance (3) with respect to the initial interest rate for any subsequent Ad-, ance made after the first Reset Date the LEBO Rate M o London Banking Day s before the immediate]` preceding Reset Date and (4) i; ith respect to the subsequent interest rate at an, Reset Date for anti Ad,, ance the LIBO Rate nz o I ondon Banking Da%s before such Reset Date R Q9 fa A-1 3 -347- Item 20 - Page 63 London Banking Dav means an,., day in "hick dealings in deposits in Lnited Sta es dollars are transacted in the London interbank market Interest pay able on or before the Con-, ersion Date shall be calculated on the basis of a 360 day,. ear and the actual number of days lapsed C Principal amount Prior to the Conversion Date the aggregate amount of Advances under this Note for each specified Principal Due Date shall be paid by the Borro-,;eron such Principal Due Date (as assigned to such Ad-, ances by the Secretary s instructions to the Fiscal agent in accordance with the Contract and the Fiscal Agency Agreement) unless this Note is redeemed before such Principal Due Date as provided below D Redemption before Conversion Date At anv time on or before the Con-, ersion Date the Borrow er with the consent of the Secretary ma,,, redeem this Note in whole or in part upon fourteen calendar days notice to the Fiscal Agent and the Secretary at the purchase price of one hundred percent (100%) of the unpaid Principal Amount to be redeemed plus accrued interest thereon to the date of redemption Partial redemptions shall be credited against the applicable Principal Amount(s) The related Commitment Amounts and the Maximum Commitment Amount shall be adjusted concurrently with any such redemptions in accordance with the Secretary s instructions to the Fiscal Agent pursuant to the Contract and the Fiscal Agency Agreement H Con. ersion The followma events shall occur on the Con,. ersion Date A Schedule P&I On the Con,, ersion Date all Ads ances ow ed by the Borrower under this ?vote w ith the same Principal Due Date shall be aggregated into a single Principal Amount that will accrue interest at the fixed rate applicable to such Principal Due Date Such Principal Amount may be adjusted b,. the Fiscal Anent in accordance with the following paragraph or paragraph I v H as applicable 'Whether or not adjusted the fixed rate applicable to each Principal Amount tosether with the applicable Principal Due Date each shall be listed b) the Secretary in Schedule P&I Schedule P&I w ill be pro\ ided by the Secretary to the Fiscal Agent and attached to this 'Note bu the Fiscal Agent upon the Fiscal Agent s receipt of this',Note on the Conversion Date B Conti ersion Date Ad-, ances If on or prior to the Con,, ersion Date the Borrow er has not utilized the entire Commitment Arnount indicated on the Commitment Schedule attached hereto for a citi en Prncipal Due Date the Borrower may in accordance with the Fiscal AgencN Agreement and the Contract and �A ith the appro,. al of the SeCretar-, utilize such Commi ment Amourit on the SG 10 a 1 4 Itejttttj 20 - Page 64 -348- Con,, c -sior Da e to obtain a Conversion Dale Ad% ance A Conn ersion Date Adt ance shall mean an\ amount by v Inch the Secretary ins*ructs the Fiscal Agent to increase a Principal Amount on Schedule P&I for a gi-, en Principal Due Date effective as of the Con-, ersion Date of Lhis Note Con,. ersion Date Ad-, ances shall be funded bti the sate of this Note to the purchaser selected b,, the Secretary The proceeds of a Conversion Date Advance (net of anv applicable fees) shall be distributed to or on behalf of the Borrower on the Cony erston Date The total amount of Conversion Date Ady ances shall not exceed the amount of anti unused Commitment Amounts for anti Principal Due Date III Terms Applicable Upon Conversion The following terms shall apply to this Dote from the Conti ersion Date (if any) until this 'dote is cancelled or matured and paid in full Commencing on the Conversion Date the Borrow er promises to pav to the Holder on the applicable Principal Due Date each Principal Amount set forth on the attached Schedule P&.I together with interest on each such Principal Amount at the rate applicable thereto specified on the Schedule P&I Interest shall be calculated and payments shall be made in the manner set forth below Interest on each scheduled Principal Amount of this 'Vote due as of a oven date specified on Schedule P&I hereto shall accrue at the related per annum rate specified on Schedule P&I from (and including) the Conversion Date to (but excluding) such Principal Due Date or if applicable to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs Each interest amount accrued on each unpaid Principal Amount of this Note shall be due semiannually as of February I and August 1 of each bear (each such February 1 and August 1 an Interest Due Date ) commencing on the first such date after the Conversion Date until each Principal amount listed on Schedule P&I to this vote is paid in full Interest shall be calculated on the basis of a 360-dav vear consisting of tw eIE e 30-day months Certain Principal Amounts that are indicated as being eligible for Optional Redemption on Schedule P&.I may be paid in whole or in part at the option of the Borroix er as of anv Interest Due Date after the date specified in such schedule tan Optional Redemption ) In order to elect an Optional Redemption of a prepayable Principal Amount the Borrower shall VN e notice of its intention to prepay a Principal Amount to the Trustee and the Secretary not less than 60 dav s nor more than 90 days prior to the Interest Due Date as of w hich the Borrow er intends to prepay the Principal Amount The Trustee shall apply anti payments received m respect of Optional Reciemptions in accordance with written instructions of the Borrow er as approy ed bti the Secretary Principal Amounts that are not indicated as being eligible for Optional Redemption on Schedule P&.I may not be prepaid 99 1 V AID -349- Item 20 e Page 65 I\ Gene -al Te-ms A Additional Definitions For purposes of this Note the following tei-mr, shall be oefined as folio« s Bssmess Da,, shah mean a day on A hicn banking institutions in Neu '� ork Cit, are not required or authonzen to remain closed and on which the Federal Reserve Bank and the Nevi � ork Stock Exchange are not closed If anv pa-v-ment (including a pa-v-ment by the Secretart) is required to be made on a da,, that is not a Business Da,. then pavinent shall be made on the next Business Da} Contract shall mean the Contract for Loan Guarantee Assistance and anN amendments thereto bem een the Secretan and the Borrower the designated public, entitv named therein (if applicable) or the State named therein (if applicable) which refers to and incorporates this Note bN the number hereof Principal Amount shall mean (i) before the Cont ersion Date for this Note the aggregate amount of Adti ances made for each Principal Due Date specified in the Commitment Schedule attached to tnis Note less the amount of an,, redemptions pursuant to Section I D hereof and any principal repayment and (it) on or after the Conversion Date the principal amount (if anv) stated for each Principal Due Date in Schedule P&.I attached hereto Iess the amount of any principal repayment and any Optional Redemptions made pursuant to Section III hereof and the Trust Agreement B Timely Payment to Fiscal Agent or Trustee Notwithstanding anything contained in Section I Section II or Section III the Borrower in accordance ,%N ith the Contract shall be required to make all payzrients of interest and principal including any Optional Redemption pa-vment directl-, to the Fiscal Agent or the Trustee (as applicable) on the seventh Business Day prior to the appropriate Interim Payment Date Interest Due Date Principal Due Date Prepayment Date or date of Optional Redemption as applicable C Interest on Late Payments If a payment of principal or interest herein proN jaed for shall not be made b-, either (1) 30 p m on an Interest Due Date or Principal Due Date or (n) 2 30 p m on the second Business Day (as herein defined) next succeeding an Interim Payment Date then interest hall accrue on the amount of such payment at the then applicable interest rate or rates payable on this Note from the releN ant due date as the case may be until the date such payment is made Nothing in the immediately preceding sentence shall be construed as Permitting or implying that the Borrovt er may ithout the written consent of the Holder and the Secretar-, modify extend alter or affect in an,, man*ier k;hatsoe-,er the nght of the Holder timer to receix e ani and all payztients of principal and interest specified in this Note A-I-6 Item 20 - Page 66 -350- D Anpl,cability of Fiscal Agency Agreement or Trust Agreement Prior to the Com ers�on Date this Note and Ady ances and pav--ne-M made hereunder shall be administered pursuant to the germs of the Fiscal Agency Agreement and are subject to such agreement On or after the Conversion Date this Note and Adv ances and pa}Tnents made hereunder shall be administered pursuant to the Trust Agreement and are subject to such m-eement The terms and provisions of the Fiscal Agency Agreement or the Trust Agreement insofar as they affect the rights duties and obligations of the Holder and/or the Borrow er are hereby incorporated herein and form apart of this Note The Borrower herebv agrees to be bound by all obliaationt, of the Borrower to the Fiscal Agent set forth in the Fiscal Agencv Agreement Capitalized terms not defined in this Note shall have the meanings ascribed to them in the Fiscal Agencv Agreement or Trust Agreement as applicable The Fiscal Agencv agreement prov ides for the Fiscal Agent to perform certain duties including the duties of (i) pax ing agent and calculation agent for this Note until its Conversion Date and (ii) registrar for this Note until this Note is cancelled or a new registrar appointed each in accordance with the Fiscal Agency Agreement The Trust Agreement provides for the Trustee to perform certain duties including the duties of collection anent for this Note after its Conversion Date until a new Trustee is appointed in accordance with the Trust Agreement This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange as provided in the Fiscal Agencti Agreement The Fiscal Agent and Trustee each shall permit reasonable inspection to be made of a copv of the Fiscal A-encv Agreement or Trust Agreement kept on file at its respective corporate trust office ',either the Fiscal Agencv Agreement nor the Trust Agreement shall chance the Borrow er's pavment obligations under this Note E Applicability of Contract and Secretary's Guarantee - This'Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Communitx. Development Act of 1974 as amended (43 t S C § 5308) (the HCD Act ) This Note is subject to the terms and provisions of the Contract to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral secu-itv for this Note The pavment of principal on the applicable Principal Due Dates and interest on the applicable Interim Pawrient Dates or Interest Due Dates ande- this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee the Guarantee ) Execution of the Secretary s Guarantee is required before this Note is efectiv e and such Guarantee shall be issued pursuant to and in accordance vv ith the terms of the Contrac and Section 108 of the HCD Act F Default A default under this Note shall occur ipon failure by the Borrower to paN principal or interest on this Note vv hen due hereunder If a Borrower defaults on the pavment of any interest or Principal Amounts A hen due or if the Secretary giv es notice of a final decision to declare the Borrower in default nt.rsuant to the follow in paragraph of this Section Iti F the Secretary may but s not obligated to male on any dale on or prior to the Conversion Date vv ith fourteen calendar days prior notice to the Fiscal Agent or on the seventh Business Da. precedira any so 10 A1; -351- Item 20 -Page 67 Interest Due Date on or arter the first pe-missible Optioral Redemption Date -with sew en Bssiness Da,,s prior notice to the Trustee ar acceleration pa-vmenL o tric Fiscal Agent or tine Trustee as aiDplicabie equal to the Aggregate Principal Amount of he 'vote together with accrued ano unpaid interes hereon to such acceleration pavtnent date or Interest Due Date as applicable In the ev ent that any such acceleration payment is made from sources other than funds pledged bN the Borrow er as secunt\ under the Contract (or othe- Borrow er funds) the amounts paid on behalf of the Borrovk er shalI be deemed to be immediately due and pay able to the Secretary Nothing in this paragraph shall be construed as permitting or implying that the Borrov er may vv ithout the written consent of the Holder and the Secretary modify extend alter or affect in any manner whatsoev er the naht of the Holder timely to receiy e anti and all pavinenis of principal and interest specified in this Note In addition the Secretary may declare the Borrower in default under this Note if the Secretary males a final decision in accordance with the provisions of 24 C F R & 570 913 (or anv successor regulation thereof) including requirements for reasonable notice and opportunity for hearing that the Borrow er has failed to comply substantially with Title I of the HCD Act Following the giving of such reasonable notice the Secretary may take the remedial actions specified as ay ailable in the relev ant provisions of the Contract pending the Secretary s final decision G Holder s Reliance on Guarantee Following a default by the Borrower under the terms of tlus 'Mote the Holder agrees to rely wholly and exclusiv elv for repayment of this ?vote upon the Guarantee The enforcement of any instruments or agreements securing or other« ise related to this dote shall be the sole responsibility of the Secretan and the Holder shall not be responsible for the preparation contents or administration of such instruments and agreements or for any actions taken in connection with such instruments and agreement The Holder to the extent it is leaally able to do so shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note H Amendment This \ote may only be amended with the prior written consent of the Secretary and the Borrower No such amendment shall reduce vv ithout the prior written consent of the Holder of uus\ote man, manner the amount of or delay the timing of payments required to be received on this Note by the Holder Fiscal Agent or Trustee includma Guarantee Payments prow ided that prior to the Cony ersion Date the Commitment Amounts on the Commitment Schedule attached hereto and the Principal Amounts due on the corresponding Principal Due Dates may be rescheduled pursuant to written instructions aiy en to the Fiscal Agent by the Secretan with the written aareement of the Borrower and the Secretary absent the consent of the Holder __1891 A-1 8 Item 20 - Page 68 -352- I Ni a.v e-s The Borrow er hereby u aiti es an, requirement for presentmeTit protest or other demand or notice with respect to this Note The Borrower hereby vv an es notice of default and opporturutN for hearing for and failure to make a pavtnen, w hen due 3 Dery ery and Effective Dat This Dote is deemed issued executed and delivered on behalf of the Borrow er by its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act effectry e as of the date of the Secretary s Guarantee % Borrower -Specific Protiistons [This space lntenuonall} Ieft blank.] 89 1 c �19 -353- item 20 - Page 69 LN 'A IT��SS WHEREOF the undersignen as an authorized official of the Borrow er has executed and dehl eyed this \ote BORRO`t ER By is/ (Signature) ( Name) ATTEST 10 (Signature) (Title) (N ame ) (Title) IS) Item 20 - Page 70 -354- ASSIG-\�fE\T AND TIL-'\SFER For -,alue re-,-- -,ed the understmed assips and transrers this 'Note to Game and Aadress of kssi2nee) (Social Secunt-,, or Other Iclentifving Number of Assignee) and Irre-, ocabl-v appoints attornet -in-fact to transfer it on the books Kept for registration of the Note with full poi; er of substitution Dated Simature Guaranteed Qualified Financial Institution B-, Authorized Simature 'Note The signature to this assignment must correspond with the name as written on the face of the 'Note without alteration or enlargement or other change -355- Item 20 - Page 71 APPEN-DLX A Special Pre Com ersion Interest Rates (a) The Holder and The Secretary conternpiate that the maio-irN of the outstanding N arable Fred Ra e Notes will be purchased by underwriters selected b,, the Secretary for sale in public offerings to occur each year If a public offering including this Note has not occurred by each 'larch I following the itutial Ad-, ante under this Note the Secretary shall upon request advise the Holder as to when a public offering including this Note is expected to occur and the Holder and the Secretary agree to consult yy ith each other as to what the interest rate on this Note w ill be after Mav I of that near if a public offe-ing has not occurred by such Mav i The Holder shall notify the Secretan if such consultation has not occurred by April I of that vear If no public offering including this Mote has occurred on or before such May I the applicable interest rate on this Note from such May 1 shalI be the rate (if anv) negotiated and agreed upon by the Secretary and the Holder Such rate may be the Standard Note Rate or some other rate agreed upon by the Holder and the Secretary at least two Business Days before such May 1 (such other rate the "Negotiated Special Interest Rate') The Secretary shall notify the Fiscal Agent and the Holder in w ntmg of anv Negotiated Special Interest Rate witlun two Business Days of the determination thereof (b) If the Secretary and the Holder do not by the April 1 Sth preceding such Mav I negotiate and agree under Section (a) of this appendix on an interest rate applicable to this Note then the Holder may on or before the Apnl 20th preceding such Niav I give written notice to the Secretary of its intent to change the interest rate on this Note and if such notice A as given during such period the Holder may on such Ma} 1 unilaterally determine (aubject to the terms of this paragraph) the interest rate that this Vote will bear (such rate the Holder Deterimned Interest Rate ) from and including such Mav I to but excluding the earliest of (1) the Conversion Date (u) the date tria, this Dote is purchased by a new Holder (as described in Section (c) beloA) or (m) a Alonthly Special Reset Date (as defined Belo A) Interest from and including such Mav I to but excluding the Public Offering Date shall be paid on the unpaid principal balance of all outstanding Ad,, ances under this Note at the rates) to be determined bti the Holder which based upon then prey ailing market conditions and taking into account all the circumstances will enable the Holder to sell this Note at one hundred percent t 100° o) of the aggregate amount of all Ad,, ances hereunder pnor to the date of such sale Such interest rate shall be eetermined as of such Llay I and shall be determined again on the foregoing basis on the first of each month thereafter (the first of each month after such Ma% 1 a Montbly Special Reset Date ) The Holder shall notify the Fiscal Agent and the Secretary in venting v,Nithin two Buciress Days foIlowmQ such crates of tre determination of the Holder 180 39 V<9;ii?- Item 20 - Page 72 -356- Determined Interest Rate and each at)pncable i-te-est r«e deu-mi iec on a Nlonrhli Special Reset Date (c) If the Secretar,, and the Holder hax e failee to a2Tee upon an interest rate pursuant to Section (a) of this Appendix A the Secretary upon sei en calendar da,s notice to the Holder may arrange for the purchase of this Note in Tull b,, anetner entity on the following Mav I or any Business DaN thereafter If such a purchase occurs the Holder shall sell and assign this Note to the purchaser the-eof without recourse to the Holder and deliver this Note and its Guarantee to the Fiscal Agent for registration in the name of the purchaser thereof in accordance with the Secretary s written instructions The purchase price for this Note shall be 10010 of the aggregate amount of all Ad-, ances ow ing hereunder plus accrued mterest to the date of purchase Payment to the Holder of the purchase price for this Note shall be made by the purchaser thereof in Federal funds at the offices of the Holder or at such other place as shall be agreed upon by the Holder and the Secretary at 10 00 a m New York time on the date of purchase After such purchase date this Note shall bear a rate of interest negotiated between the Secretan and the new interim Holder (the Nevi Purchaser Special interest Rate ) The Secretary shall notify the Fiscal Agent and the new purchaser in «rating of an` New Purchaser Special Interest Rate within two Business Days follow ing the date of determination thereof (d) Notw ithstanding Sections (a) through (c) (inclusiv el of this Appendix no Borrower is obligated to pav interest at a v anable rate exceeding the maximum rate permitted by generally applicable law of the Borrowers state (such rate the Maximum Rate ) If the Borrower receix es notice of a � anable interest payment that exceeds the Maximum Rate then the Borrower shall timely pa% such amount as does not exceed the Maximum Rate and concurrently shall notify the Secretary and the Fiscal Agent of the reason for any nterest non-pawrient .) 89 19 -357- Item 20 - Page 73 Principal Due Date Au--ust 1 2000 Auo—ust 1 2001 August 1 2002 August 1 2003 August 1 2004 Auo-ust 1 2005 August 1 2006 August 1 2007 Au--ust 1 2008 August 1 2009 August 1 2010 August 1 2011 August 1 2012 August I 2013 August 1 2014 August 1 2015 August 1, 2016 August 1 2017 August 1 2018 August 1 2019 Maximum Commitment Amount = if 1184 I9 COMMITMENT SCLIEDL LE \Ote I`o Commitment Amount Item 20 - Page 74 -358- SCI-IEDL LE D&I \o*e \0 P-incmal Principal Amount Due Date Interest Rate Optionai Redemption Atailabie YES N'O $ August 1 2000 x August 1 2001 k August t 2002 August 1 2003 August 1 2004 X August 1 200-,) x August 1 2006 k Au21-st 1 2007 x August 1 2008 k August 1 2009 x, August 1 2010 X August 1 2011 X August 1 2012 x August 1 2013 k August 1 2014 x August 1 201 D x August 1 20I6 X August 1 2017 x -august 1 2018 x August 1 2019 x = Aggregate Principal Amount Principal Amounts for whict, Optional Redemption is a-,aitable may be redeemed subject to the terms contained nerem and it he Tru Aa-eement on an-, Interest Due Date on or after [ 1 201 1 2'89 19 -359- item 20 - Page 75 Item 20 -Page 76 -360- E)dIIBIT A 21 [FORA OF FIXED RATE 'VOTE (IF NO I-STERINI FIN A-NCI-NG L,SED)] DOTE NO REGISTERED D ATE HOLDER THE CHASE tit A_ ILATTA_N B A-NK AGGREGATE PRINCIPAL AitiIOUyIT S For value recen ed the undersigned (the Borrower which term includes any successors or assigns) a public entity or agency organized and existing under the laws of the State (or Commonwealth if applicable) of promises to pav to the order of THE CHASE MANH ATTA-N B ANK as Registered Holder (the Holder which term includes anv successors or assigns) the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein to-gether with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&.I Interest shall be calculated and pavments shall be made in the manner set forth below The Holder is acting hereunder on behalf of a trust (the Trust ) created pursuant to a Trust Agreement b,, and between the Secretary of Housing and Urban Development (the Secretary ) and The Chase Manhattan Bank as trustee (the Trustee ) dated as of January 1 1995 as amended (the Trust Agreement ) as supplemented by the applicable Supplement to the Trust Agreement by and betty een the Secretary and the Trustee A Principal and Interest Interest on a Principal Amount of this mote that is due as of a given date specified on the Schedule P&I attached hereto ( such date the Principal Due Date for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from (and including) the date hereof to (but excluding) such Principal Due Date or if applicable to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs The aggregate of the interest amount, accrued on the entire unpaid Principal Amount of this'vote shall be due semiannually as of February I and August I of each vear (each an Interest Due Date ) commencina on [February August) i [_� until the Aggregate Principal Amount Iisted on the Schedule P&.I attached to this -Note is paid in full Interest shall be calculated on the basis of a 360-day vear consisting of tx% el% e 30 da', months 226 9 -361- Item 20. - Page 77 B OptionaI Redemption Certain Prncipal amounts indicated as being e'l o ole or Optional Redemotion or the Senedule P&.I hereto may be paid in whole or in part at the option of the Borrow er as of any Interest Due Date on or after the date specified in such Schedule (an Optional Redemption ) In order to elect an Optional Redemption of a redeemable Principal Amount the Borrow er shall give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of w hich the Borrow er intends to redeem the Principal amount The Trustee shall appiv any payments received in respect of Optional Redemptions in accordance with written instructions of the Borrower as approved by the Secretary Principal Amounts that are not indicated as being eligible for Optional Redemption on such Schedule may not be prepaid C Additional Definitions For purposes of this Note the following terms shall be defined as follows Business Dav shall mean a day on which banking institutions in New Y ork City are not required or authorized to remain closed and on which the Federal Reserve Bank and the New 'York Stock Exchange are not closed If anv payment (including a payment by the Secretarv) is required to be made on a day that is not a Business Day then pavment shall be made on the next Business Day Contract shall mean the Contract for Loan Guarantee Assistance and any amendments thereto between the Secretary and the Borrower the desipated public entity named therein (if applicable) or the State named therein (if applicable), which refers to and incorporates this Note by the number hereof D Borrow er s Timelv Pavment to Trustee Notwithstanding am -thing contained in this Note the Borrower in accordance with the Contract shall be required to make all pav-rnents of interest and principal including ariv Optional Redemption pavvrnent directly to the Trustee on the seventh Business Dav prior to the appropriate Interest Due Date Principal Due Date or date of Optional Redemption as applicable E Interest on Late Payments If a pavment of principal or interest herein provided for has not been duly recery ed by the Holder from either the Borrower or the Secretary bti the close of business on the applicable Interest Due Date or Principal Due Date interest shall accrue on the amount of such payment at the applicable interest rate or rates pavable on this Note from the relev ant due date until the date such pavrnent is made 'nothing in the inimediately preceding sentence shall be construed as permitting or implying that the Borrower may without the written consent of the Holder and the Secretan modify extend alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note IRA- _2bi o A-2 2 Item 20 - Page 78 -362- F -\Dplicabitity of Fiscal Agency Agreement and Trust Agreement This \ote and payments made hereunaer shall be administered pursuant to the terms of the Trust Agreement and are subject to such agreement The terms and provisions of the Trust Aueement insofar as they affect the rights duties and obligations of the Holder and or the Borrower are herebv incorporated herein and forma part of this 'Mote Capitalized terms not defined in Lhis Note shall have the meanings ascribed to them in Trust Agreement The Amended and Restated Master Fiscal Aaencv Agreement dated as of May 1- 2000 between the Secretary and The Chase Manhattan Bank as Fiscal Agent (the Fiscal Agency Agreement ) provides for The Chase Manhattan Bank acting as Fiscal Agent to perform certain auLies including the duties of registrar for this Note until this \ote is cancelled or a new registrar appointed in accordance with the Fiscal Agency Agreement The Trust Agreement pro-, ides for the Trustee to perform certain duties including the duties of paying agent and collection agent for this Note until a new Trustee is appointea in accordance with the Trust Agreement This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange as provided in the Fiscal Agency Agreerent The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its corporate trust office Neither the Fiscal Agencv Agreement nor the Trust Agreement shall change the Borrowers payment obligations under this Note G Amlicabihty of Contract and Secretary s Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974 as amended (42 U S C § 5308) (the HCD Act ) This Note is subject to the terms and provisions of the Contract to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note The payment of principal on the applicable Principal Due Dates and interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the Guarantee ) Execution of the Secretary s Guarantee is required before this Note is effectiy e and such Guarantee shall be issued pursuant to and in accordance with the terns of the Contract and Section 108 of the HCD Act H Default A default under this Note shall occur upon failure by the Borrower to pay pnncmal or interest on this Note when due to the Trustee hereunde- If a Borrower defaults on the payment of anv interest or Principal Amount when due or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph the Secretary ma} but is not obligated to make on the seventh Business Day preceding anv Interest Due Date on or after the first permissible Optional Redemption Date with seven Business Days prior notice to the Trustee an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note together w ith accrued and unpaid interest thereon to such Interest Due Date In the event that anv such acceleration payment is made from sources other than funds pledged by the Borrower as secunty under the Contract (or other Borrower funds) the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary Nothing in this paragraph shall be construed as permitting or implying that the Borrower may without the 6i o A2� -363- Item 20 - Page 79 written consent of the Holder and the Secretan modify exte-id alter or affect in an manne- whatsoex er the nght of the Holder timer to recei-, e an,, and all payments of principal ano interest spec�fted in this 'rote In addition the Secretary may declare the Borrower in aefault under this Vote if the Secretary makes a final decision in accordance with the provisions of 24 C F R § 570 913 (or anv successor regulation thereof) including requirements for reasonable notice and opportunin for hearing that the Borrower has failed to comply substantially w ith Title I of the HCD act Follow ing the gix in- of such reasonable notice the Secretan may take the remedial actions specified as available in the relevant provisions of the Contract pending the Secretan s final decision Holders Reliance on Guarantee Following a default by the Borrower under the terms of this Note the Holder agrees to rely wholly and exclusively for repayment of this Vote upon the Guarantee The enforcement of any instruments or agreements securing or otherw ise related to this Note shall be the sole responsibility of the Secretary and the Holder shall not be responsible for the preparation contents or administration of such instruments and agreements or for anv actions taken in connection with such instruments and ageement The Holder to the extent it is legally able to do so shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by tins Vote A nendment This Vote may only be amended with the prior written consent of the Secretary and the Borrower 'No such amendment shall reduce without the prior written consent of the Holder of this -vote in anv manner the amount of or delav the timing of pavments required to be received on this Note by the Holder or Trustee mcludm2 Guarantee Pavments K '\k an, ers The Borrow er hereby w ai% es anv requirement for presentment protest or other demand or notice w ith respect to this Note The Borrower hereby waives notice of default and opportunity for heanng for anv failure to make a pavment when due L Deli ,,ery and Effective Date This Note is deemed issued executed and delivered on behalf of the Borrower by its authorized official as an obligation guaranteed by the Secretan pursuant to Section 108 of the BCD Act effective as of the (late of the Secretan s Guarantee M Bor-over Specific Provisions [This space intentionally left blank] [Signature page follows] =61 Q A 2-4 Item 20 - Page 80 -364- I'N 1k 1T\ESS N� HEREOF the unttersipled as an authonzed official of the Borrov.er has executec and dent e-ed th,s'Note BORRO`� ER B,, (Signature) ('N ame) (Title) ATTEST (Si�r�ature) ('Name) (Title) _DI 9 A' 5 -365- item 20 - Page 81 Pnncip,I PnnctDal Amount Due Date S Aggregate Principal Amount of Note S Aueust 1 2000 August 1 2001 -kueust 12002 August 1 200 August l 2004 August 1200D August I 2006 Aueust 1 2007 August 1 2008 Aueust 1 2009 August 1 2010 August 1 2011 August 1 2012 Aueust1 201-� Au(Y-usL 12014 Aueust 1 201-) August 1 2016 August 1 2017 August 1 2018 August 1 2019 SCHEM LE PSI Inte-es Rate Optional R-de-nDuon Atiailaole � ES \O Principal Amounts for which Optional Redemption is available nta,, be redeemed subject to the terms contained herein and in the Trust Agreement on any Interest Due Date on or after ( 1 201 j �_261 9 Item 20 - Page 82 -366- EXHIBIT B [FORAI OF GL ORONTEEJ L S DEPORTITENT OF HOLSING OND URBON DEN ELOPMENT COM-NILNITI DEN ELOPMENT BLOCK GRANT PROGRAM GL ORO_NTEE OF THE SECRETORY OF HOUSING AND URBAN DEVELOPMENT 'VOTE NUMBER DATE OF NOTE YIO_XIMLM COMMITMENT AMOUNT Guarantee issued pursuant to Section 108 of the Housing and Communitv Development Act of 19 74 as amended TO HOLDER (as defined in the above referenced Note) The Secretary of Housing and Urban Development pursuant to Section 108 of the Housing and Community Development Act of 1974 as amended but not personally herebv unconditionally guarantees to the holder of the attached Note (as described abov e) and pledges to such holder the full faith and credit of the United States of America for the pavment of the principal and interest «hen and as due on such Note in accordance with its terms The Secretary waives anv requirement for presentment protest or other demand or notice with respect to such Note The i andit� of this Guarantee is incontestable in the hands of any holder of such Note IN NN ITNESS NN HEREOF the Secretary of Housing and L}rban Deg elopment or his duly authorized represeniatiy e has sided this Guarantee Secretary of Housing and Urban De,. elopment Date JG B-1 _367® Item 20 m Page 83 Item 20 - Page 84 -368- EXHIBIT C (FORIM OF ALTHORIZATION ORDER) The Chase Manhattan Bank (formerly known as Chemical Bank) as Fiscal Agent under the Agreement referred to belox 400 ti4 est 33 a Street 8th Floor New Y ork N exx Y ork 10001 Attention Structured Finance Operations Department Dear Sirs The follox mg information is being furnished to you pursuant to Sections 2 03 and 2 04 [(a) or (c) as applicable) of the Amended and Restated Master Fiscal Agency Agreement ( Agreement ) dated as of May 17 2000 providing for the issue of L S Government Guaranteed Notes Capitalized terms used herein and not otherwise defined herein have the same meanings as in the Aueement [The follow ing information must be provided regarding each Note to be (i) registered in the name of and deln ered to the initial Holder pursuant to Section 2 04(a) of the Agreement or (n) delivered to the Trustee after attachment of a Schedule P&I pursuant to Section 2 04(c) of the Agreement (a) t an able Fixed Rate Note Fixed Rate Note (b) 'vote 'number (c) Borrower Name Address Arm (d) Name and address of initial Holder (e) PrincipaI Commitment [Initial Principal Due Date amount Amount AdN ance Amount] f t8j 9 C1 -369- Item 20 - Page 85 f ALtach e ner (' ) copy of Note or (' i S,heaule P&.I as apphcable ] (t} D,sbursement Date and Disburse--tenT Lnstruct ans for trot al Aat arise (g) (State whether the Notes and the r related Guarantee are to be held piivsically by the Fiscal went or transferred to Holster ana the date such del, er, or t-ansfer is to occur ] (h) [State iN hether the Notes are subject to redemption or acceleration prior to their Principal Due Dates indicated above and if so the terms and conditions relating to anv redemption or acceleration] () [ Addidonal directions such as identification of Schedules for each Noie that may be replaced with substitute pages enclosed herewith ] (J) [Such other matters as the Secretary and the Fiscal Agent may agree including additional pavment instructions i e instructions to the Fiscal Agent regarding disbursement of amounts adv anced or recen ed tinder the Notes] and application of funds received by the Secretary from the Borrower ] N ou are hereby instructed [to deliver such Notes to their initial Holder against pavment of the initial Advance Amount on the date of the initial Ud ance authorized hereunder ] [to attach the related Schedule P&.I to such Notes and dehv er them to the Trustee] [BRACKETED LANGUAGE MAY BE NCLUDED AS APPLICABLE ] S IQ 'v en truly vours SECRETARY OF HOUSING -A-ND URBAN DEVELOPMEN-T 10 Name Title C2 Item 20 -Page 86 -370- EXHIBIT D [FOR-M OF ADN A_NCE ORDER] The Chase Manhattan Bahl. as Fiscal Agent 450'A est 33)' Street 8t` Floor 'New A ork New York 10001 Attention Structured Finance Operations Department Re Advance Order V anable/Fixed Rate Note No [Name ofBorrowerj To Whom It May Concern The following information is being furnished pursuant to Section 2 04(b) of the Amended and Restated Master Fiscal Agency Agreement ( Agreement ) dated as of May 17 2000 Capitalized Terms used herein but not defined shall have the meanings ascribed to them in the Agreement The Borrow er has requested and the Secretary appro, ed an Ads ance under the above -referenced Vanable/Fixed Rate Note _� ou are hereby instructed that the following Advances] have been authorized for such Note Advance amount Principal Due Date(s) for Advance FundmQ Date of Adti ance Disbursement Instructions for Ad-, ance [Such other information as the Secretary and the Fiscal Agent may agree ] � ou are herebv instructed to nottf� the Holder of the above -referenced Note of the above information Lpon receipt of funds from the Holder on the date of the Ad,,ance ,ou must in isiQ D-1 -371 o Item 20 a Page 87 accoreance ixitl Sec* or 1 04(d) and (e) of Lhe Ac-Teement (i) d.,sburse said- Advance to the Bo-rovle- ara (it) update .ou recoms to rel:lect he abote Advance 1�, 19 ti en trLl,� yours SECRETARI OF HOLSnG AND LRBAN DEVELOPAiENT D2 'Name Tale M Item 20 - Page 88 -372- EXHIBIT E [FORNI OF NOTICE OF MISSED BORRONNER PANNIENrT FRONT FISCAL AGENT TO SECRETARY) S ecretary L nited States Department of Housing and Urban De-, elopment 451 Seventh Street S w W ashmaton D C 20410 Attention Director Financial Management Division Office of the Assistant Secretary for Community Plammna and Development Re Amended and Restated Master Fiscal Agencv agreement dated as of Mav 17 2000 (the Agreement") Dear Sir or 'Madam We are furnishing this notice to you pursuant to Section 3 06 of the above -referenced Agreement Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Agreement This letter confirms our earlier telephone notice to you that we have not recer� ed the pavment required to be made on the Note of [insert Borrower name] Note No «ith Principal Due Dates] of [August] i in the amount of S Such amount represents [principal] [interest] [fees] on such Note A e agree to notify you no later than 10 00 a in ('yew York Citv time) on [insert Business Day next succeeding the relevant Payment Date] if w e ha-ve not received such payment by the close of business on [insert relex ant Pavment Date] `en truly yours THE CHASE MANHATTAN BANK. (formerly known as Chemical Bank) as Fiscal Agent under the Agreement Name Title ilS 14 E] -373- 1#ern 20 - Page 89 Item 20 - Page 90 -374- EXHIBIT F [FOR -NI OF 'NOTICE FOR GL ARA\TEE PAANIENT FROM FISC AL AGENT TO SECRET ARY ) Secre*an L rated States Department of Housma and Urban De,, elonment 4;1 Sep enth Street S IA Vv ashmgton D C 20410 Attention Director Financial Mariaverrient Division Office of the Assibtant Secretar} for Communit-, Plannm2 and Development Re Amenued and Restated Master Fiscal Agency Agreement dated as of Mav 17 2000 (the A2reement ) Dear Sir or INladam 'We are f irruslung this notice to you pursuant to Section 3 06 of the aboV e-referenced Agreement Capitalized terms used herein and not otherwise defined herein shall hatie the meamn-s assured in the Aareement Tlus letter confirms our previous telephone notice to }ou that we have not received the pavment required to be made on the -Note of [insert Borro« er name] Note No v<ith Principal Due Dates] of [August) 1 in the amount of S Our letter dated to you notified i ou that we had not receii ed such patiment as of such date V� e are u-ntm2 this letter to inform 3 ou that you are required pursuant to your Guarantee of such Note to make a Guarantee Pavment in the amount on S in respect of the abo-,e-mentioned Note Pa,,-ment should be made by wire transfer to us in immediately available funds to F1 -375- Item 20 - Page 91 (Insert %N ire i-istructions here 1 s )Q t en truly yours THE CHASE NL -NH ATT A-\ B A-tih as Fiscal agent under the AeTeement at F Name Title Item 20 m Page 92 -376- EXHIBIT G SCHEDULE OF FISCAL AGENT FEES FOR V ARIABLE TIRED RATE NOTES SERVICES Each Borro A er shall pa,. a fee to the Fiscal Agent of $70 00 per Advance broken down as follo,A s $15 — custodiaL fiscal agencv services $25 — wire fee V S30 — paving agencv services The Fiscal Agent shall deduct such fees from each Advance due to each Borrow er at the time the Fiscal Agent remits the related Advance proceeds In addition Borrowers with V anable/Fixed Rate Notes remaining in N anable rate mode after anv public offering of certificates of participation pursuant to the Trust Agreement shall pay an Administration Fee of $100 per quarter The Fiscal Agent shall include each such quarterly Administration Fee as a line item in the related quarterly notification of amounts due under Section 3 04 of this Agreement Each quarterly Administration Fee is due from the Borrower to the Fiscal Agent at the same time as the Borrowers quarterly interest payment to the Fiscal Agent If unpaid -,,,hen due the quarterly Administrative Fee may be deducted by the Fiscal Agent from any subsequent Advance or Conversion Date Advance made to the related Borrower DCLIBI V 0 1 -60 000C itzee-r*t %I rch 10 _000 -377- Item 20 - Page 93 Item 20 - Page 94 -3 t 8- rixtd R ut- A01t 2010 A 20104 S 10 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMEN F Fixed hate Note foi Series 2010-A Cet tificates BORROWER Huntington Beach, CA NOTE NO B-97-MC-06-0506 REGISTERED HOLDER DA I-E THE BANK OF NEW YORK MELLON AGGREGATE PRINCIPAL AMOUNT S 1 560 000 For value received, the undersigned the Citv of Huntington Beach (the Borrower which term includes any Successors or assigns) a public entity or agency organized and existing under the laws of the State (or Commonwealth it applicable) of California promises to pay to the order of THE BANK OF NEW YORK MELLON as Registered Holder (the 'Holder " which term includes any successors or assigns) the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein, together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I Interest shall be calculated and payments shall be made in the manner set forth below The Holder is acting hereunder on behalf of a trust (the 'Trust") created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development (the "Secretary") and Chemical Bank (now known as The Bank of New York Mellon) as trustee (the "Trustee"), dated as of January 1 1995, as amended (the 'Trust Agreement"), as supplemented by the applicable Supplement to the Trust Agreement by and between the Secretary and the Trustee A Principal and Interest Interest on a Principal Amount of this Note that is due as of a given date specified on the Schedule P&I attached hereto (such date, the 'Principal Due Date" for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from (and including) the date hereof to (but excluding) such Principal Due Date or, if applicable to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February I and August 1 of each year (each an Interest Due Date') commencing on February 1 2011 until the Aggregate Principal Amount hstcd on the Schedule P&I attached to this Note is paid in full Interest shall be calculated on the basis of a 360-day year consisting of twelve 30 day months -379- Item 20 - Page 95 B Optional Redemption Certain Principal Amounts indicated as being eligible for Optional Redemption on the Schedule PR.I hereto may be paid in whole or in part at the option of the Borrower as of any Interest Due Date on or after the date specified in such Schedule (an 'Optional Redemption") In order to elect an Optional Redemption of a redeemable Principal Amount, the Borrower shall give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less than 60 daNs nor more than 90 days prior to the Interest Duc Date as of which the Borro« er intends to redeem the Principal Amount The Trustee shall apply any payments received in respect of Optional Redemptions in accordance with'Antten instructions of the Borrower as approved by the Secretary Principal Amounts that are not indicated as being eligible for Optional Redemption on such Schedule may not be prepaid C Additional Definitions For purposes of this Note the following terms shall be defined as follows 'Business Day' shall mean a day on which banking institutions in New York, New York, are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed It any payment (including a payment by the Secretary) is required to be made on a day that is not a Business Day then payment shall be made on the next Business Day Contract shall mean the Contract for Loan Guarantee Assistance, and any amendments thereto between the Secretary and the Borrower, the designated public entity named therein (it applicable) or the State named therein (if applicable) which refers to and incorporates this Note by the number hereof D Borrowers Timely Payrnent to Trustee Notwithstanding anything contained in this Note, the Borrower, in accordance with the Contract shall be required to make all payments of interest and principal including any Optional Redemption payments directly to the Trustee on the seventh Business Day pnor to the appropriate Interest Due Date Principal Due Date or date of Optional Redemption, as applicable E Interest on Late Payments If a payment of principal or interest herein provided for has not been duly received by the Holder from either the Borrower or the Secretary b) the close of business on the applicable Interest Due Date or Principal Due Date interest shall accrue on the amount of such payment at the applicable interest rate or rates payable on this Note from the relevant due date until the date such payment is made Nothing in the immediately preceding sentence shall be construed as permitting or implying that the Borrower may without the written consent of the Holder and the Secretary, modify extend alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note Item 20 - Page 96 -380- F Applicability of Fiscal Agency Agreement and Trust Agreement This Note and payments made hereunder shall be administered pursuant to the terms of the Trust Agreement and are subject to such agreement The terms and provisions of the Trust Agreement insofar as they affect the rights duties and obligations of the Holder andlor the Borrower are hereby incorporated herein and foam a part of this 'dote Capitalized terns not defined in this Note shall have the meanings ascribed to them in Trust Agreement the Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000 between the Secretary and The Chase Manhattan Bank (now knov. n as The Bank of New York Mellon) as Fiscal Agent (the 'Fiscal Agency Agreement') provides for JPMorgan Chase Bank acting as Fiscal Agent to perform certain duties, including the duties of registrar for this Note until this Note is canceled or a new registrar appointed in accordance with the Fiscal Agenc} Agreement The Trust Agreement provides for the Trustee to perform certain duties including the duties of paying agent and collection agent for this Note until a new Trustee is appointed in accordance with the Trust Agreement This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange as provided in the Fiscal Agency Agreement The Fiscal Agent and the Trustee shall pen -nit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its corporate trust office Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrowers payment obligations under this Note G Applicability of Contract and Secretary s Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974 as amended (42 U S C § 5308) (the "HCD Act ) This Note is subject to the terms and provisions of the Contract to which Contract reference is hereby made for a statement of said terns and provisions and for a description of the collateral security for this Note The payment of principal on the applicable Principal Due Dates and of interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the 'Guarantee') Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance N& ith the terms of the Contract and Section 108 of the HCD Act H Default A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due to the Trustee hereunder On any Interest Due Date on or after the first permissible Optional Redemption Date if either (i) a Borrower defaults on the payment of any interest or Principal Amount when due or (n) the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph then the Secretary may but is not obligated to make -in acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note together with accrued and unpaid interest thereon to such Interest Due Date The Secretary shall give notice of such payment on the fourteenth Business Day preceding such Interest Due Date and shall make such payment on the seventh Business Day preceding such Interest Due Date In the event that any such acceleration payment is made from sources other 3 -381- Item 20 - Page 97 than funds pledged by the Borrower as security under the Contract (or other Borrower funds) the amounts paid on behalf of the. Burrower shall be deemed to be immedratelN due and payable to the Secretary Nothing in this paragraph shall be construed as permitting or implying that the Borrow er maN, w ithout the written consent of the Holder and the Secretary modify extend, alter or affect in any manner w hatsoever the right of the Holder timely to receive any and all payments of principal and interest specified in this Note In addition the Secretary may declare the Borrower in default under this Note it tine Secretary makes a final decision in accordance with the provisions of 24 CFR § 570 913 (or any successor regulation thereof) including requirements for reasonable notice and opportunity for hearing, that the Borrow er has failed to comply substantially with Title I of the HCD Act Following the giving of such reasonable notice the Secretary may take the remedial actions specified as available in the relevant pro\ rsions of the Contract pending the Secretary s final decision I Holders Reliance on Guarantee Following a default by the Borrower under the terms of this Note the Holder agrees to rely wholly and exclusively for repayment of this Note upon the Guarantee The enforcement of any instruments or agreements securing or otherwise related to this Note shall be the sole responsibility of the Secretary and the Holder shall not be responsible for the preparation contents or administration of such instruments and agreement-, or for any actions taken in connection with such instruments and agreement The Holder to the extent it is legally able to do so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note J Amendment This Note may only be amended with the prior written consent of the Secretary and the Borrower No such amendment shall reduce without the prior written consent of the Holder of this Note, in any manner the amount of or delay the timing of payments required to be received on this Note by the Holder or Trustee including Guarantee Payments K Waivers The Borrower hereby waives any requirement for presentment protest or other demand or notice with respect to this Note The Borrower hereby w aix es notice of default and opportunity for hearing for any failure to make a payment when due L Delivery and Effectnx e Date This Note is deemed issued, executed and delivered on behalf of the Borrower by its authorized otfcral as an obligation guaranteed by the Secretary pursuant to Section I08 of the HCD Act effective as of the date of the Secretary s Guarantee 4 Item 20 - Page 98 -382- '1I Borrower Specific Provisions [This space intentionally left blank] -383- Item 20 a Page 99 THE UNDERSIGNED as an authorized official of the Borrower has executed and del;vcred this Note Huntington Beach Calitomia BORROWER BY (Signature) (Name) (Title) 6 Stem 20 -Page 100 -384- Principal Amount Principal Due Date SCHEDULE P&I tote No B-97-MC-06-0506 Borrower Huntington Beach, California Interest Rate Optional Redemption Available YES NO $ 135 000 August 1 2011 $ 140 000 August 1, 2012 $ 150 000 August 1, 2013 $ 160 000 August 1 2014 $ 170 000 August 1, 2015 $ 180,000 August 1 2016 $ 195 000 August 1 2017 $ 210 000 August 1 2018 $ 220 000 August 1 2019 $ August 1 2020 $ August 1 2021 $ August 1, 2022 $ August 1 2023 $ August 1 2024 $ August 1 2025 $ August I 2026 $ August 1 2027 $ August 1 2028 $ August 1 2029 $ August 1 2030 S 5 0,000 = Aggregate Principal Amount Principal Amounts due on or after August 1 2021 for which Optional Redemption is available may be redeemed, subject to the terms contained herein and in the Trust Agzeement, on any Interest Due Date on or after August 1, 2020 -385- Item 20 -Page 101 SECTION 108-GUARANTEED LOANS MODEL LEGAL OPINION FOR SERIES 2010-A PUBLIC OFFERING [July 20101 [This model for use only by counsel to CDBG entitlement grantees NOT using a designated public agency to issue the guaranteed Note, and which are not part3-c3-pat3.ng in a CDBG States' Program for nonentxtlement areas] [Please review instructions following opinion] Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State [Commonwealth] of is legal counsel to the [City, County, etc ] of ('Borrower ) As such, I [we] have represented the Borrower regarding that certain promissory note, referred to as Note No [See , in the Aggregate Principal Amount of $ instruction 5 below] ("Note"), to be executed by the Borrower payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ("HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ("Section 108") The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 between the Borrower and HUD (the 'Contract"), in which the Borrower pledges Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), as well as any other security specified in the Contract, as security for HUD's guarantee In my [our] capacity as legal counsel, I [we] have made an examination and investigation of all such matters of fact and questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined 1 [Cite applicable provisions of the Constitution and/or Statutes of the State [Commonwealth]] [optional] 2 [Cite applicable provisions of Charter and Ordinances of the Borrower] [optional] 3 A Resolution of the governing body of Borrower dated authorizing Borrower to enter into Item 20 - Page 102 -386- this transaction, and authorizing [Insert name or title of official authorized to execute Note and Contract] to execute on behalf of Borrower all documents necessary or desirable to accomplish the transaction 4 The Contract 5 The Note 6 The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, the Trust Agreement dated as of January 1, 1995, and the form of Supplement to the Trust Agreement to be executed by the Secretary of HUD for the closing of the public offering Based on the foregoing investigation and authorities, I am [we are] of the opinion that 1 Borrower has authorized in accordance with [the cited] [applicable] State and local law, the transaction, including issuance of the Note, the pledge of grant funds, and the execution of all documents necessary or desirable to accomplish the transaction 2 Borrower has authorized [Insert name of authorized official (s) who executed Note and Contract] , in [his, her] capacity(ies) as [Insert title of authorized official(s) to execute the Contract, the Note and all other documents necessary or desirable to accomplish the transaction 3 The Note and the Contract have been duly executed by the aforementioned authorized representative[s] of the Borrower, and upon delivery thereof, due execution of the Contract and Guarantee on behalf of HUD, and receipt of the loan proceeds on behalf of the Borrower, the Note and Contract shall be valid, binding and enforceable obligations of the Borrower 4 The pledge of present and future Community Development Block Grants by the Borrower pursuant to 24 CFR 570 705(b)(2) and the Contract is valid 5 There is no outstanding, or to my (our) knowledge threatened, action, suit, proceeding, investigation or litigation by or against the Borrower that will affect the validity of the Note or the security therefor Sincerely, 2 -387- Item 20. o Page 103 INSTRUCTIONS [The model opinion and instructions are avas.lable electrona.cally from HUD Contact your HUD program office representative xn the Financial Management Division or one of the attorneys listed at the end of the instructions ] 1 Opinions must be signed by an attorney licensed to practice and in good standing in the applicable State or Commonwealth The attorney shall issue the opinion on behalf of a private firm or local government legal officer or office that represented the CDBG grantee/section 108 Borrower in the transaction, and it must be on the firm or office's letterhead If issued by a firm, the opinion must be signed on behalf of the firm by a partner or with the firm name as authorized by the firm If issued by a government legal officer or office, the opinion must be signed by the officer, the head of the legal office, or by a senior lawyer with authority to bind the office The appropriate plural [bracketed] pronouns in the attached model should be used for opinions signed on behalf of multi -lawyer firms or offices 2 The language marked "optional in paragraphs 1 and 2 at the bottom of page one of the attached model, including citations, is recommended to evidence thoroughness and to enhance the credibility of the opinion, but it can be omitted in the judgment of the attorney rendering the opinion However, citing the applicable authorizing resolution of the local governing body is required Of course, should facts or legal authorities come to HUD's attention that call an opinion into question, HUD reserves the right to reject, or require such revision to, any opinion, as HUD in its sole discretion may determine 3 The local counsel's opinions are based upon the requirements of paragraph 4(b) of the Contract and are in support of a HUD opinion given at closing for the public offering, as required by the Underwriting Agreement between HUD and the underwriters The use of the model opinion without substantial change is strongly encouraged to permit HUD staff to accept and rely on the opinion on its face, without time-consuming call-backs, investigation, and revision Conditions and qualifying language in legal opinions require specific review by HUD legal staff, may tend to slow processing of the loan guarantee documentation, and are generally discouraged, unless they are essential in a particular case However, qualifications which exclude the validity of, or the authority for, execution of the documents on behalf of the Borrower from the coverage of the opinion, assume the validity of such execution, or exempt the signatory attorney from knowledge of the validity of the execution, are not acceptable HUD deals nationally with many cities, counties, and other public bodies, and cannot independently verify the authority of officials of Item 0 104 - ;'. those entities Borrowers counsels` opinions covering proper execution serve as an important check on such validity While not a cause for re]ection of an opinion per se, it is not necessary to qualify an opinion by stating that enforceability of the documents may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar general laws or equity principles relating to or affecting creditors' rights or providing remedies for the relief of debtors, or that the availability of specific performance or in3unctive relief in aid of enforcement of the documents may be limited by equitable rights and defenses HUD is aware that there may be exceptions to the enforceability of its rights as a creditor based on generally applicable laws and equitable principles that is why HUD regards the pledge of present and future CDBG grants, which are controlled by HUD, as the principal security for repayment of the notes The purpose of the legal opinions is not to get an attorney to act as insurer of the absolute enforceability of the documents but rather to require that there has been legal review adequate to assure proper authorization and execution of the Note and related documents by the proper parties under State and local law 4 Separate models are available from HUD for transactions in which a CDBG grantee is using a designated public agency to issue the Note and receive the proceeds thereof on its behalf Similarly, separate models are available for nonentitlement grantees and their States, where a State -administered CDBG nonentitlement recipient is issuing the section 108-guaranteed Note If you are involved in one of the foregoing transactions, please obtain the appropriate model from the program office (see paragraph 7 below) The Borrower is not required to execute the Trust Agreement or the Amended and Restated Master Fiscal Agency Agreement those documents are incorporated by reference in the Contract and the Note, and the Borrower agrees to the terms of those documents by executing the Contract and the Note Copies of the Amended and Restated Master Fiscal Agency Agreement, Trust Agreement, and the form of Supplement to the Trust Agreement to be executed on behalf of the Secretary at closing on the Public Offering Date should have been included in the package of documents transmitted to the Borrower by HUD If they were not, and if you have not previously reviewed them, please contact the CPD Financial Management Division phone number at the end of these instructions for copies, if necessary The Trust Agreement and the Amended and Restated Master Fiscal Agency Agreement have not changed since the last public offering, and no significant change is anticipated in the Supplement to the Trust Agreement except for dates and the schedules of the obligations covered by the Supplement 5 The attorney should assure that the legal name of the Borrower in the Note and the Contract is correct and should 2 -389- Item 20 -Page 105 notify HUD if it is not The note number to be inserted in the opinion in the first paragraph appears in the heading of the Note The Aggregate Principal Amount to be inserted also appears in the heading of the Note and at the end of the Schedule P&I attached to the Note (these should agree) [Background - Unlike Section 108 interim (variable -rate) financing, the entire Aggregate Principal Amount of the Note will be disbursed at closing on the Public Offering Date, as applicable (i) to pay off interim financing (or a public offering note being refinanced, if applicable), (ii) for deposit in the Borrower's Guaranteed Loan Funds Account under paragraph 1 of the Contract, or (iii)(by deduction) to pay the fees referred to in paragraph 4 of the Contract if so requested by the Borrower Also unlike =terxm financing, Princxpal Amounts due on particular Principal Due Dates on Schedule P&I cannot be amended (even with HUD approval) after closing of the public offering Borrower's counsel should assure that the Borrower's financial officials are satisfied that Schedule P&I accurately states the repayment schedule agreed to by the Borrower and HUD ] 'Other Security" Opinions 6 If so provided in the Contract, an additional opinion or opinions may be requested of Borrower's counsel or other counsel with regard to other security' as negotiated between HUD and the Borrower for a particular transaction If such opinions have previously been furnished in connection with interim financing, the same opinions do not have to be submitted again Generally, any additional opinions related to other security will be described in paragraph 15 of the Contract The Contract may require such other security opinions to be delivered to HUD with the executed Note and Contract or at a later time, and the Contract may provide that they be delivered to a local custodian, rather than HUD If so, it is recommended that such opinions be separate from the attached model opinion required with respect to execution and validity of the Note and Contract However, if the Contract requires the other security opinion(s) to be submitted to HUD at the same time as the model opinion, they may be combined with the model opinion Due to the variety of `other security" provisions, model language for the other security' opinions cannot be furnished routinely 7 If there are any questions, including specific questions about "other security opinions, the local CDBG grantee program office may contact its representative in HUD's Office of Community Development, Financial Management Division, at 202-708- 1871 Local counsel may also directly call Evelyn Wrin or Carey Whitehead in HUD's Office of General Counsel at 202 402 5220 or 202 402 3106, respectively, or send an email to evelyn m wrin@hud gov or carey c whitehead@hud gov, with questions about the opinion 3 Item 20 - Page 106 -390- SUPPLEMENT relating to Aggregate Original Principal Amount SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATES, SERIES HUD This SUPPLEMENT (the "Series Supplement"), is entered into by the SECRETARY OF HOUSING AND URBAN DEVELOPMENT (the "Secretary") and JPMORGAN CHASE BANK (formerly known as Chemical Bank or The Chase Manhattan Bank), as trustee (the "Trustee") under the Trust Agreement, dated January 1, 1995, by and between the Trustee and the Secretary, as sponsor of a Trust created on behalf of certain units of general local government and public agencies designated by such units of general local government (the "Agreement") All capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement WITNESSETH WHEREAS, pursuant to the Agreement, the Trustee is to hold in trust certain Notes guaranteed by the Secretary and to issue Certificates evidencing beneficial interests in a trust consisting of such Notes (the "Trust"), and WHEREAS, pursuant to the Agreement, the Secretary and the Trustee are to enter into this Series Supplement whereby the Secretary delivers the Notes and related Guarantee to the Trustee and the Secretary directs the Trustee to issue the Certificates (the "Series Certificates") NOW, THEREFORE, in consideration of these premises, the parties agree as follows -391- Item 20 - Page 107 I Delivery and Acknowledgment The Secretary hereby delivers to the Trustee (a) the Notes (together with any necessary endorsements thereon) listed on the attached Schedule 1, as identified by Borrower, Aggregate Principal Amounts, Principal Amounts Principal Due Dates and interest rates and (b) the related Guarantee to hold in trust for the benefit of the Certificate holders The Secretary acknowledges the terms and conditions of the Agreement and hereby agrees that the Trust shall be governed by the terms thereof as amended hereby The term "Trust" as used herein shall refer to that Trust established as a result of the delivery to the Trustee of the Notes and related documents referred to herein 2 Authontyto Issue Certificates The Secretary hereby directs the Trustee, as agent for the Secretary to issue Series Certificates with respect to the Trust as follows a Name of Series The designation of the Series authorized hereby shall be "Section 108 Government Guaranteed Participation Certificates, Series HUD Guaranteed by the Secretary of Housing and Urban Development " b Issuance of Certificates Pursuant to Section 2 03 of the Trust Agreement, the Trustee is hereby authorized and directed to execute on behalf of the Secretary authenticate and deliver, on this date, in the name of the Certificateholder, the Series Certificates specified on the attached Schedule 2 against receipt of the Notes the related Guarantee and this Series Supplement 3 Acknowledgments and Certifications a The Secretary hereby certifies that it has satisfied all conditions on its part to be performed or satisfied as a condition to the issuance of the foregoing Certificates Without 2 Item 0 `•! 0-392- limiting the provisions of Section 3 11 and Section 7 01 of the Agreement, the Secretary further certifies that the Trustee shall be paid, for services rendered in connection with the administration of the Trust assets listed on the attached Schedule 1, and pursuant to Section 7 01 of the Agreement, a fee of $ b The Trustee hereby acknowledges receipt of the Trust assets listed on the attached Schedule 1 This Series Supplement shall constitute the Supplement referred to in Section 2 01 of the Agreement 4 Modification and Ratification of the Agreement a Solely for purposes of this Series Supplement and the Series Certificates the definition of "Optional Redemption" set forth in Article I of the Agreement is hereby deleted in its entirety and replaced as follows "Optional Redemption The full or partial prepayment of a Principal Amount due on a Note by a Borrower in accordance with the optional redemption provisions (if any) of such Note, such optional redemption provisions to provide, among other things, that such an Optional Redemption (i) shall be made only as of any Interest Due Date occurring on or after the date specified in the related Note after which such Optional Redemptions are permitted, (ii) must be received in full by the Trustee by wire transfer of immediately available funds to the Certificate Account on the related Note Payment Date, and (m) must be accompanied by an identification of the Borrower by name, the HUD -assigned Note number and such other information as the Secretary or the Trustee may specify " -393- Item 20 - Page 109 b Solely for purposes of this Series Supplement and the Series Certificates, the last sentence of the first paragraph of Section 3 03 of the Agreement is hereby deleted in its entirety and replaced as follows "The Trustee shall apply any payments received in respect of pernutted Optional Redemptions to the outstanding Principal Amounts of the related Note designated in the instructions of the related Borrower set forth in the above mentioned notice, in each case as approved in writing by the Secretary " c Solely for purposes of this Series Supplement and the Series Certificates the first and second paragraphs of Section 3 07 of the Agreement are hereby deleted in their entirety and replaced as follows "Any Borrower may defease the unpaid aggregate Principal Amount of a Note, or the unpaid Principal Amount due on a Principal Due Date, in whole or in part, at any time, subject to the corresponding Contract and this Agreement For each Note or Principal Amount (or portion thereof) that the related Borrower elects to defease the Borrower shall establish and maintain with the Trustee a trust account (a "Defeasance Account") separate and apart from all other accounts of such Borrower and the Trustee The Borrower shall irrevocably deposit into such account either moneys or Government Obligations that, in the sole discretion of the Secretary mature and bear interest at times and in amounts sufficient together with the moneys already on deposit with the Trustee for such purpose to pay when due the principal and interest to become due with respect to the related Principal Amount (or portion thereof) that the Borrower elects to defease, in accordance with the notice of the Borrower as specified below Item 20 - Page 110 -394- The Borrower's election to defease shall be evidenced by giving written notices to the Trustee and the Secretary, which notices shall authorize and direct the establishment of the related Defeasance Account, shall specify the money and Government Obligations to be deposited therein and shall specify the particular Principal Amounts (or portions thereof) being defeased and the related Principal Due Date(s) and Optional Redemption Date(s) (consistent with the related Note and Contract) For all purposes of this Agreement, to the extent that a Principal Amount (or portion thereof) is so specified for defeasance in accordance with the Contract, such specification shall constitute an election to redeem on the date specified in the foregoing notice for purposes of the related Note, subject to approval of the Secretary Upon and in accordance with the Secretary's instructions pursuant to the corresponding Contract, the Trustee shall apply so much of the sums deposited into a Defeasance Account as shall be necessary to purchase the Government Obligations designated by the Secretary's instructions If the funds deposited were insufficient, or there were excess funds deposited, the Trustee shall follow the Secretary's directions as to the disposition of such funds " d The Agreement as modified and supplemented by this Series Supplement with respect to the Series Certificates (but which modification and supplement shall not apply to any other Series of Certificates unless otherwise specified in the related Supplement for such Series of Certificates) is in all respects ratified and confirmed, and the Agreement as so modified and supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument -395- Item 20 a Page i I I IN WITNESS WHEREOF, the parties have caused this Series Supplement to be executed as of the day of , 20 SECRETARY OF HOUSING AND URBAN DEVELOPMENT Signature Name Title 3PMORGAN CHASE BANK, as Trustee LM Signature Name Title SCHEDULE I TO SERIES SUPPLEMENT TO TRUST AGREEMENT PRINCIPAL DUE DATE August 1, August 1, August I August I August 1, August 1, August I August 1, August 1, August I August 1, August 1, August 1, August 1 August I August I August I August 1, August 1, August 1, TRUST ASSETS ASSIGNED TO TRUSTEE INTEREST RATE 7 -397- Item 20 -Page 113 1� Principal Amounts Due on August I Borrower Aggregate Principal Amounts Principal Amounts Due on August 1 Aggregate Borrower Principal Amounts 1� 00 SCHEDULE 2 TO SERIES SUPPLEMENT TO TRUST AGREEMENT CERTIFICATES TO BE ISSUED CUSIP Number Pnncipal Amount M91pty Date' Interest Rate Principal amounts due on or after August 1 Redemption or an Acceleration Event 10 are subject to earlier payment upon an Optional Stem 20 -Page 116 -400- T TRUST AGREEMENT by4 and between THE SECRETARY OF THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, as sponsor of a Trust and CHEMICAL BANK, as Trustee Dated as of January 1, 1995 IIWDG105 I51I147010004YOD5 January 3I 1995 Execution 1 -401- Item 20 - Page 117 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS . . . . 1 ARTICLE II CREATION OF TRUST _ 11 SECTION 2 01 Creation of Trust 11 SECTION 2 02 Acceptance by Trustee 12 SECTION 2.03 Authentication of Initial Certificates 12 ARTICLE III ADMINISTRATION OF NOTES 13 SECTION 3.01 Appointment of Trustee 13 SECTION 3 02 Modification of Notes 14 SECTION 3 03 Optional Redemption and Acceleration of Notes 14 SECTION 3 04 Guaranty 15 SECTION 3 05 -Notification of Amounts Due 15 1 SECTION 3 06 Collection of Note Payments; Certificate Account 16 SECTION 3.07 Defeasance Account 19 SECTION 3 08 Trustee to Act as Collection Agent 22 SECTION 3 09 Permitted Charges Against the Certificate Account 23 SECTION 3 10 Trustee to Cooperate, Release and Assignment of Notes 23 SECTION 3 11 Reimbursement of Trustee 24 ARTICLE IV PAYMENTS TO THE CERTIFICATEHOLDERS 26 SECTION 4 01. Payments and Distributions 26 SECTION 4.02 Statements to the Certificateholders and to the Secretary 28 SECTION 4 03 Paying Agents . 29 HWDC/105 1511I470/0004316305 January 31 1995 1 t Item 20 -Page 118 -402- ARTICLE V TIDE NOTES AND THE CERTIFICATES 30 SECTION 5 01 Certificate Title and Terms, Issuance in Series 30 SECTION 5 02 Certificates: Execution, Authentication and Delivery . . . 31 SECTION 5 03 Registration of Transfers and Exchanges of Certificates, Denominations 32 SECTION 5 04 Mutilated, Destroyed, Lost or Stolen Certificates 39 SECTION 5 05 Persons Deemed Owners 40 SECTION 5 06 Maintenance of Office or Agency 40 d ARTICLE VI THE CERTIFICATE GUARANTEE 41 SECTION 6 01. Certificate Guarantee 41 SECTION 6 02. Execution and Delivery of Certificate Guarantees _ . 43 ARTICLE VII RIGHTS AND DUTIES OF BORROWERS 44 SECTION 7 01 Compensation and Indemnification of Trustee 44 ARTICLE VIII CONCERNING THE TRUSTEE 46 SECTION 8 01. Duties of Trustee 46 SECTION 8 02 Certain Matters Affecting the Trustee 48 SECTI01V8 03 Trustee Not Liable for Certificates or Notes 50 SECTION 8 04 Eligibility Requirements for Trustee 51 SECTION 8.05 Resignation and Removal of the Trustee 51 SECTION 8.06 Merger or Consolidation of Trustee 53 SECTION 8_07 Trustee May Own Certificates 54 SECTION 8 08. Fidelity Bond or Insurance 54 ARTICLE IX I TERMINATION OF TRUST AND FINAL PAYMENT OF CERTIFICATES 54 SECTION 9 01 Termination 54 SECTION 9.02 Final Payment of Certificates 55 DNDCl105 151114701DDD4316305 January 31 1995 3.1 -403- Item 20 -Page 119 ARTICLE X NISCELLANEOUS PROVISIONS i6 SECTION 10 01 Amendment . S6 SECTION 10.02 Limitation on Rights of Certificateholders 57 SECTION 10 03 Inspection of Documents by Certificateholders 58 SECTION 10.04 Governing Law 59 - SECTION 10 05 Notices 59 SECTION 10 06 Severability of Provisions 60 SECTION 10 07 Counterparts . 60 EXHIBITS EXHIBIT A - Form of Certificate EXHIBIT B - Form of Supplement to Trust Agreement EXHIBIT C - Form of Notice of Missed Borrower Payment EXHIBIT D - Form of Notice for Guarantee Payment IMDC1105 1511I47010004316305 Januiry 31 1995 111 Item 20 - Page 120 -404- E TRUST AGREEMENT This TRUST AGREEMENT is made and entered into as of this 1st day of January, 1995, by and between the SECRETARY OF THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DZVELOpMENT (the °'Secretary"), as sponsor of a Trust (as defined herein) created on behalf of units of general local government and public agencies designated by such units of general local. government (the 'Borrowers"), and CHEMICAL BANK, a New York banking corporation, as Trustee (the "Trustee"). With respect to the issuance of any Series of Certificates hereunder, this Trust Agreement, together with the Supplement to the Trust Agreement (as defined herein) executed with respect to such specific Series, shall hereinafter be m-eferred to as the "Agreement " ARTICLE I DEFINITIONS Whenever used in this Agreement, the following words and pbrases unless the context otherwise requires, shall have the following meanings Acceleration Event Any default in the payment of principal or interest when due on a Note by a Borrower or other event, with respect to which the Secretary elects to make an acceleration payment under the Note and the corresponding Contract r -405- Item 20 a Page 121 Acceleration Payment On or after the occurrence of an Acceleration Event with respect to a Note, the payment by the secretary of an amount equal to the aggregate unpaid Principal mount thereof together with accrued and unpaid interest thereon to the Interest Due Date as of which the Acceleration Payment is made. Act- The housing and Community Development Act of 1974, as amended, 42 Q S C 55 5301 et seq Agreement: This Trust Agreement and all amendments and supplements hereto. Authorized Officer When used with respect to the Trustee, means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman of the executive committee of the board ok directors, the chairman of the trust committee, the president, any vice president or assistant vice president the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier any senior trust officer, trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and f amiliarity with the particular subject MWM105 15111410MOO4316305 January 31 1995 2 Item 20 e Page 122 -406- Authorized Official- When used with respect to HUD, the Secretary and any other official of HUD who at the time shall have been duly authorized to act on behalf of the Secretary. Beneficial Owners The actual purchasers of interests in the Certificates, whose ownership interests are recorded through the book -entry system of DTC. Borrower Any unit of general local government or a public agency designated by such unit of general local government that has issued debt obligations eligible for pooling and inclusion in a trust and against which trust Certificates guaranteed by the Secretary may be issued pursuant to Section 108 Business Day_ A day on which banking institutions in New York City are not required or authorized to be closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed. Cede & Co : The nominee name of DTC Certificate Any one of the certificates of participation with respect to a Trust, to be issued in one or more Series, executed, issued and authenticated in global or definitive form pursuant hereto, in substantially the form attached hereto as ambit A and specifying the applicable Maturity Date (Principal Due Date), Pass -Through Interest Rate and the aggregate of all Principal Amounts due on such Principal Due Date BWDCnCk5 15f114TOlO U316305 ]a=U r 31 1995 3 xv' -407- Item 20 ® Page 123 Certificate Account With respect to any Series and related Trust, the account created and maintained pursuant to Section 3 06 Certificate Guarantee Any guarantee of HUD endorsed on a Certificate authenticated and delivered pursuant to this Agreement and the guarantee set forth in Section 6 01 Certificate Recister The Register maintained by the Trustee pursuant to Section 5 03 Certificate Owner With respect to any Certificate, a Person who is a beneficial owner thereof Certificateholder The Person in whose name a Certificate is registered in the Certificate Register Contract Any Contract for Loan Guarantee Assistance, including any amendments, entered into between a Borrower and the Secretary providing for the issuance of one or more Notes and their related Guaranty by such Borrower and the Secretary, respectively Corporate Trust Office The office of the Trustee's Corporate Trustee Administration at Chemical Bank, which, at- the date of the execution of this Agreement, is located at 450 West 33rd Street, :.5th Floor, New York, New York 10001-2697, or the office of a successor trustee DTC. The Depository Trust Company, a securities depository for the Certificates, or its nominee, Cede & Coo Date of Issuance The date of issuance stated on the Certificates of a Series, which shall be the date on which the SWDC/105 15/11470/0DO43/6305 Jumry3t 1995 4 Item 20 - Page 124 -408- Trust to which such Series relates is created by the delivery to the Trustee of Notes (together with any necessary endorsements thereon) and the Guaranty relating to such Notes, and which shall also —be the date of issuance of the Notes comprising such Trust Defeasance Account With respect to any Principal Due Date and related Principal Amount of any Note, any account created and maintained pursuant to Section 3 07 -Definitive Certificates Definitive, fully registered Certificates issued in accordance with Section 5 03 herein Degositoxy Participant- A broker, dealer, bank or other financial institution or other Person for which, from time to time, DTC effects book -entry transfers and pledges of securities deposited with DTC Director, Financial Management Division Within HUD, the Director of the Financial Management Division, office of the Assistant Secretary for Community Planning and Development, and any other official of HUD who at the time shall have been duly authbrized to act on behalf of such Director Distribution Date With respect to a Series, each February 1 or August 1 as of which Note payments are due, or, if any such day is not a Business Day, the next succeeding Business Day Fee Account With respect to any trust, any account created and maintained pursuant to Section 7 01 WWDC/105 15111470/0004316305 Jamiacy 31 199S 5 -409- item 20 - Page 125 Fractional Undivided Interest The fractional undivided interest in a portion of the Trust evidenced by a Certificate and calculated by dividing the Original Principal Amount by the aggregate Principal Amounts due on the Notes on the Principal Due Date (Maturity Date) stated on the face of the Certificate as of the Date of Issuance. For purposes of this definition, the portion of the Trust in which a Certificateholder has a fractional undivided interest consists of all Principal Amounts of the Notes due on the Principal Due Date set forth on the face of the Certificate, the Guaranty relating to all such Principal Amounts and the Certificate Account for each such Series Government Oblicration• A direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the united States of America, including but not limited to, United States Treasury Certificates of indebtedness, Notes and Bonds - State and Local Government Series, or certificates of ownership of the principal of or interest on 4".rect obligations of, or obligations unconditionally guaranteed by, the United States of America. Guarantee Payment Any payment on a Note or Certificate made by the Secretary on behalf of the Borrower, whether made from security provided by the Borrower or from funds provided by the Secretary. B MMOS 1511147010004316305 Jasnnsy 31 IM 6 Item 20 e Page 126 - -- -410- Guaranty With respect to all Notes held in a Trust, the =elated Guaranty, pursuant to which the Secretary guarantees the Clue and timely payment of the principal of and interest on all such Notes. Holder The Person, initially the Trustee, in whose name a Note is registered. HUD The U S Department of Housing and Urban Development ` Interest Due Date With respect to any Note, February 1 and August l of each year Naturity Date. The stated maturity date of a Certificate, -which will also be the Principal Due Date of certain Principal Amounts due on the Notes to which such Certificate relates, and with respect to any prepaid Principal Amounts, the date as of which such --Principal Amounts are prepaid If any Maturity Date is not a Business Day, then payments payable on such Maturity Date shall be made on the next Business Day Note Any note issued by a Borrower, held by -the Trustee on behalf of the Certificateholder(s) of a given Series, and guaranteed by the Secretary pursuant to Section 108, which is subject to this Agreement Note Payment Date. With respect to any Note, the date that is seven Business Days prior to each (i) Interest Due Date, on which interest accrued through such Interest Due Date is payable by the Borrower, or (ix) Principal Due Date If any Note Payment Date is SWDG105 I5111470/)004316305 ]an u y 31 1495 7 -411- Otero 20 - Page 127 mot a Business Day, then payments payable on such Note Payment Date shall be made on the next Business Day O�znzon of Counsel A written opinion of counsel for the Secretary, who may be, but need not be, an employee of- HUD. Optional Redemption The full or partial prepayment of a principal Amount due on a Note by a Borrower in accordance with the optional redemption provisions (if any) of such Note, such optional medempti.on provisions to provide, among other things, that such an Optional Redemption or the related prepayment, as applicable, (i.) shall be made only as of any Interest Due Date occurring on or after a specified date that is at least ten years from the date of issuance of the related Note, (ii) must be received in full by the Trustee by wire transfer of immediately available funds to the Certificate Account on the related Note Payment Date, and (xxi) must be accompanied by an identification of the Borrower by name, the IM-assigned Note number and such other information as the Secretary or the Trustee may specify Original Principal Amount. The original principal amount stated on the Certificate, which shall be the amount represented by the Fractional Undivided Interest of such Certificate (or of the original Certificate from which such Certificate is derived) in the aggregate unpaid Principal Amounts due on a specific Principal Due Date (Maturity Date) as of the Date of Issuance and until the first BWDC1105 ISII1470MOO4316305 Jarwry 31 1995 a S Item 20 m Page 128 -412- payment of principal has been made thereon, but does not reflect such amount thereafter. Pass -Through Interest Rate- With respect to each of the Certificates of a particular Series, the annual rate of interest payable on the Principal Amounts of the Notes to which such Certificate relates, as specified on the face of such Certificate, t calculated on the basis of a year of 360 days, consisting of twelve 3 0-day months Person Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof Principal Amount Any principal amount of a Note due on a Principal Due Date Principal Due Date With respect to any Note, each August 1 as of which a Principal Amount of such Note is due Record Date With respect to a Series, the Business Day immediately preceding a Distribution Date I Secretary The Secretary of HUD or his authorized designee Section 108 Section 108 of Title 1 of the Act, as amended Series- All Certificates designated to be of the same series 4 on the face thereof that are issued pursuant to this Agreement and evidence, in the aggregate, the entire beneficial interest of a Trust created pursuant to this Agreement MNIMCJ105 15/114701000431630S JW=Ty X IM 9 P_x C� -413- Item 20 - Page 129 Sutivlement to Trust Acreement The written agreement between the Secretary and the Trustee, substantially in the form of Mxhib3.t B hereto, whereby Trust assets are delivered to the Trustee, as provided in Section 2 01, and the Trustee -is directed to issue the Certificates of the related Series to which such Trust relates, as provided in Section 2.03 Trust The corpus of a trust held by the Trustee in trust pursuant to this Agreement for the benefit of the Certificateholders of a particular Series, consisting of (i) the Notes relating to such Series (together with any necessary endorsements thereon) delivered to the Trustee, (ii) the Guaranty zelating to such Notes and (ii3_) the certificate Account relating 'to such Series Trustee Chemical Bank, a banking corporation organized and existing under the laws of the State of New York, or its successor -in snterest, or any successor trustee appointed as herein provided IInderwr3-ters The underwriters identified as such in the Underwriting Agreement Underwriting Agreement The written agreement between the Secretary and one or more purchasers of the Certificates of a particular Series BWDCnQ5 15/1147010004316305 January 31 1995 10 1 Item 20 -Page 130 -414- ARTICLE II CREATION OF TRUST SECTION 2.01. Creation of Trust (a) From time to time following the execution and delivery hereof, the Secretary, acting 3n its capacity as sponsor of a Trust created on behalf of the Borrowers, will arrange for the delivery to the Trustee of one or snore Notes that have been issued by such Borrowers, such Notes to be -held by the Trustee as provided herein for the benefit of the Cert>_ficateholders of a particular Series to be issued hereunder The delivery of such Notes will be made pursuant to a Supplement to the Trust Agreement on the Date of Issuance In connection with the delivery of the Notes in respect of any Trust, the Secretary will also arrange for the delivery to the Trustee of the Guaranty --elating to such Notes, duly executed by the Secretary Upon such delivery to the Trustee, the Notes so delivered, together with the --elated Guaranty and the Certificate Account created for such Series, will constitute the Trust (b) Each of the Borrower's Notes shall be in the form of a fully registered note, registered in the name of the Holder Each Note will contain one or more Principal Due Dates and corresponding Principal Amounts and interest rates and may contain optional Redemption provisions relating to one or more of such Principal Amounts_ Each Note shall be in the aggregate amount of the sum of the Principal Amounts stated therein BZVDG105 15/11470/00043/6305 January 31 1995 11 -41 5- Item 20 - Page 131 SECTION 2.02. Acceytance by Trustee Upon its receipt of the Trust assets as provided in Section 2 01, the Trustee will acknowledge receipt of such assets delivered to it as Trustee hereunder, and will hold such assets in trust, upon the -trusts set forth herein, for the use and benefit of the Certificateholders of the Certificates of the related Series, all in accordance with the terms and conditions of this Agreement, provided, however, that the -Tustee shall not be responsible or held liable for reviewing the ZYust assets or verifying the contents thereof Not less than two (2) Business Days (or such shorter period as the Secretary and the Trustee shall agree upon) before any Date of Issuance, the Secretary shall deliver written instructions dzrecta.ng the Trustee to distribute any amount received from the Underwriters on such Date of Issuance and payable to Borrowers in accordance with the terms set forth therein, together with any other written instructions with respect to the distribution of tunas on such Date of Issuance SECTION 2.03. Authentication of Initial Certificates The 'X=stee agrees that, concurrently with its receipt of the Trust assets, the Supplement to the Trust Agreement relating thereto, and such Opinions of Counsel as the Trustee may reasonably request, -it krill cause to be executed and authenticated, on behalf of the Secretary in accordance with Section 5 02, and delivered to or upon the order of the Underwriters, in exchange for such Trust assets, $WDd105 1511147D10004316305 January 3t 1995 12 \ Item 20 -Page 132 -41 6- Certificates of a designated and previously unissued Series in denominations authorized by this Agreement in the aggregate eva.dencing the entire beneficial ownership of the Trust so created ARTICLE III ADMINISTRATION OF NOTES SECTION 3.01 Appointment of Trustee In consideration of the Secretary's Guaranty of the Notes, and the Secretary's execution of the various Certificate Guarantees hereunder, the Secretary hereby appoints the Trustee to administer the Notes and Certificates in accordance with the express provisions of this Agreement but retains with respect to the Notes full power and authority, acting alone, to do any and all things in connection with such administration that he may deem necessary or desirable. The Secretary retains the sole and exclusive right to take action and assert claims with respect to the Notes_ Without limiting the generality of the foregoing, the Secretary may execute and deliver, on behalf of the Trustee and the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full :release or discharge and all other comparable instruments, with respect to the Notes The Trustee shall furnish the Secretary with any documents reasonably requested which are necessary or appropriate to enable the Secretary to carry out the Secretary's powers hereunder 73WDCJ105 15n 14701OW4316305 January 31 1995 13 -41 7- Item 20 - Page 133 SECTION 3.02 Modification of Notes Any term of any Note -nay be modified by such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note No such change an the terms of any Note shall alter or -affect the Secretary's Guaranty of such Note on the basks of the original germs thereof SECTION 3.03. Optional Redemption and Acceleration of Notes If so provided in the applicable Note (subject to the provisions set forth herein and in such Notes) certain Principal Amounts of the Notes may be prepayable in whole or in part at the option of the Borrower as of any Interest Due Date on or after the initial ''late for Optional Redemption as specified in the related Note if t no -initial date for Optional Redemption is indicated in the applicable Note, no Principal Amount stated therein for such Note will, be payable prior to the Note Payment Date preceding the related Principal Due Date In order to elect an Optional Redempt-ion of a prepayable Principal Amount, the- Borrower shall give notice of its intention to make a prepayment of principal to the Trustee not less than sixty (60) days nor more than ninety (90) days prior to the Interest Due Date as of which the Borrower intends to make such prepayment The Trustee shall send a copy of the Borrower's notice to the Secretary to the attention of the Director, Financial Management Division Notwithstanding anything to the contrary contained in any such Borrower's notice, the swDcnos 15/11470/00043/6305 )amsary 31 1995 14 Item 20 e Page 134 -41 8- Trustee shall apply any payments received in respect of permitted Optional Redemptions to outstanding Principal Amounts of the related Note in inverse chronological order, commencing with the latest Principal Due Date. Pursuant to any Note and the corresponding Contract, the Secretary has the right on or after the occurrence of an Acceleration Event, to make an Acceleration Payment as of any Interest Due Date on or after the earliest date for acceleration specified in the Note. If the Secretary elects an acceleration, the Secretary shall deliver notice to the Trustee on or before the Note Payment Date immediately preceding the Interest Due Date selected for acceleration, and the Secretary shall make the Acceleration Payment to the Trustee by deposit of the Acceleration - Payment in the Certificate Account on or before the Distribution Date corresponding to such Interest Due Date SECTION 3 04 Guaranty Pursuant to each Guaranty, the Secretary shall unconditionally guarantee the timely payment of the Principal of and interest on the Notes in the Trust to which such Guaranty relates SECTION 3 05 Notification of Amounts Due Within one (1) month after the Date of Issuance, the Trustee shall prepare and provide to each Borrower, with a copy to the Secretary, a written schedule of total principal and .interest due on the Notes of such Borrower for each Note Payment Date ZYMCIQ51511147010004316305 Junu 31 1995 15 IF-EV011 one (1) month before each ion", Item 20 ® Page 135 Note Payment Date, the Trustee shall provide each Borrower written payment instructions with respect to the payment due on such Note Payment Date. SECTION 3.06. Collection of Note Payments. -Certificate Account. The Trustee shall receive the payments due on the Notes, :including payments in respect of any Optional Redemptions, and deposit such payments into the Certificate Account as provided in this Section 3.06 Each Borrower shall make payments directly to the Trustee by 3 00 P M (New York City time) on the Note Payment Date_ No later than 1 00 P-M (New York City time) on the sixth Business Day next preceding each Distribution Date, the Trustee shall determine whether all payments required to be made on the Notes have been duly received from each Borrower. If such payments have not been received, the Trustee shall notify the Secretary by a telephone call to the office of the Director, Financial Management Division, that the Secretary may be required to make one Or more Guaranty payments, confirmed in writing by telex or telecopy in the form attached hereto as Exhibit C, including notice of the amount of each such payment If a payment required to be made by a Borrower on a Note has not been duly received by the Trustee by the close of business on the third Business Day next preceding such Distribution Date, the Trustee shall notify the Secretary, by a telephone call to the office of the Director, Financial Management Division, confirmed in writing by telex or 3MC1105 1511147DAM4316305 January 31 IM 16 Item 20 -Page 136 -420- telecopy, in the form attached hereto as Exhibit D, that the Secretary is required to make one or more Guaranty payments, including notice of the amount of each such payment The Secretary shall make any required Guaranty payment directly- into the Certificate Account by 10 00 A M_ on such Distribution Date Such payments made into a Certificate Account by the Secretary pursuant to a Guaranty shall be made by wire transfer of immediately available Federal funds directly into such account or by a check payable in immediately available Federal funds, if the amount being paid is less than $5,000. For each Series, the Trustee shall establish and maintain, for the benefit of the Certzficateholders of such Series (sub]ect to Section 3 09 (ii) ) , a separate non -interest bearing trust account (a "Certificate Account") lnto which the Trustee shall deposit as received the following payments and collections received by it in xespect of principal of and interest on the Notes comprising the Trust to which such Series relates- (i) All payments of interest on such Notes, including those made by the Borrower, those made with funds transferred by the Trustee from the Defeasance Account to the Certificate Account, and those made by the Secretary pursuant to a Guaranty, and IWDG10515/1147010004316305 January 31 1995 17 0 i kt -421- stem 20 - Page 137 (3.1) All principal payments on such Notes, including those made by the Borrower, those made with funds transferred by the Trustee from the Defeasance Account to the Certificate Account, and those made by the Secretary pursuant to a Guaranty, and (iii) All payments in respect of Optional Redemptions and Acceleration Payments The foregoing requirements for deposit into each Certificate Account shall be exclusive. The Secretary and the Trustee shall not be required to deposit and shall not deposit into the Certificate Account any payment received from a Borrower on account of an Optional Redemption unless tuch payment conforms to all of the requirements specified herein and in the related Note for an Optional Redemption, provided, however, that the receipt of any nonconforming payment will not in any way reduce the obligation of the Secretary under the related Guaranty Unless otherwise specifically directed by the Secretary, the Trustee shall promptly return any such nonconforming payment to the applicable Borrower Any payments xeceived from a Borrower that were previously covered by payments made by the Secretary under the Guaranty (including late payments of a.nterest and principal) and any payments received from. a Borrower after an Acceleration Payment has been made with respect to the related Note will be deposited by the Trustee into the BVD J105 1511147010DO4316305 Jamuty 31 1995 18 4 a O Item 20 - Page 138 -422- CertZficate Account upon receipt thereof, and such payments will be promptly transmitted to the Secretary SECTION 3.07. Defeasance Account< Any Borrower may defease the entire unpaid aggregate Principal Amount of a Note, or the entire unpaid Principal Amount due on a Principal Due Date, at any time, sub]ect to the corresponding Contract and this Agreement For each Note or Principal Amount thereof that the related Borrower elects to defease, the Borrower shall establish and maintain with the Trustee a trust account (a "Defeasance Account"), separate and apart from all other accounts of such Borrower and the Trustee The Borrower shall irrevocably deposit into such account either moneys or Government Obligations that, in the sole discretion of the Secretary, mature and bear interest at times and in amounts sufficient, together with the moneys already on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due with respect to the related Principal Amount on or prior to the first Interest Due Date as of which such Borrowex may make an Optional Redemption, as set forth in the related Note, as the case may be The Borrower's election to defease shall be evidenced by giving written notices to the Trustee and the Secretary, which notices shall authorize and direct the establishment of the related Defeasance Account, shall specify the money and Government Obligations to be deposited therein and shall specify the BWDC1105 15/1 I470/00043/6305 January 3I 1993 19 -423- Item 20 - Page 139 particular Principal Amounts, sub,ect to the last sentence of the first paragraph of Section 3 03 herein, being defeased and the related Principal Due Date(s) and Optional Redemption Date(s) [consistent with the related Note and Contract) For all purposes of this Agreement, to the extent that a Principal Amount is so specified for defeasance in accordance with the Contract, such specification shall constitute an election to redeem on the specified date for purposes of the related Note, sub]ect to the last sentence of the first paragraph of Section 3 03 herein Upon zMd an accordance with the Secretary's instructions pursuant to the corresponding Contract, the Trustee shall apply so much of the sums deposited into a Defeasance Account as shall be necessary to purchasd the Government Obligations designated by the Secretary's instructions. If the funds deposited were insufficient, or there were excess funds deposited, the Trustee shall follow the Secretary's directions as to the disposition of such funds The moneys and any Government Obligations held as part of a Defeasance Account shall be held as trust property solely for the benefit of the corresponding Certzficateholders and shall be continuously so designated on the books and records of the Trustee To the extent that they constitute book -entry securities issued by the United States, such Government Obligations shall be held by the Trustee through a book -entry account maintained with the Federal Reserve. Bank of New York EWDGIQ5 15111470/0004316305 [marry 3I 1995 Aem 20140 Upon the purchase and/or delivery and 20 t receipt into its book -entry account of any book -entry securities, the Trustee shall provide the Secretary with a certificate, signed by an Authorized Officer, conf arming that such securities are being held in an account at the Federal Reserve Bank of New York and that the Trustee has marked its books and records to reflect that it is holding such securities in trust solely for the benefit of the corresponding Certificateholders Moneys and Government obliga- tions held as part of a Defeasance Account shall be applied by the Trustee solely to the payment of principal of and interest on the related Principal Amounts and shall be maintained free of all liens, except such liens as may be created by this Agreement. The Trustee shall collect on the due dates thereof the principal of and interest and premium, if any, on the Government Obligations on deposit in the Defeasance Account and shall, without further authorization or direction, apply such receipts on each Distribution Date to the payment of interest and to the payment of the related Principal Amount, when applicable At the opening of business on the relevant Distribution Date, the Trustee shall transfer from the Defeasance Account to the Certificate Account the amount of interest and principal (i€ any) to be paid Receipts in excess of the amount necessary to snake the payments on each Distribution Date1 shall be reinvested by the Trustee in Government Obligations (limited to Treasury bills) maturing on or before the next Distribution Date The Trustee .UWDC/105 3511147010004316305 ]a=ry 31 1995 21 -425- Item 20 - Page 141 a shall collect on the due dates thereof the principal of and interest and premium, if any, on such Government Obligations, and shall, without further authorization or direction, apply such receipts to the payment of interest and principal on the next Distribution Date. Amounts under $5,000 that cannot be invested in such obligations on any Distribution Date may be held uninvested The Borrower shall have no right or title with respect to moneys and Government Obligations irrevocably deposited with the Trustee under this Section 3 07 Such moneys and Government obligations shall not be subject to checks or drafts drawn by the Borrower or claims against the Borrower by any creditor of the Borrower other than the Secretary with respect to the payments due on the Notes Receipts in excess of the amount necessary to make I final distributions in respect of the last Principal Amount outstanding on any Note shall be returned to the Secretary within 5 Business Days of such final distribution SECTION 3.08. Trustee to Act as Collection Agent Under the Notes and this Agreement, the Trustee shall act as collection agent for the purpose of receiving the payments due on the Notes and depositing such payments into the Certificate Account, as provided in Section 3 06 and Section 3 07. Notwithstanding the foregoing or any other provision contained herein, the Trustee shall have no duty or responsibility to enforce collection on any Note (or any Automated Clearing House funds BWDCnOS 1511147010DO431630S Jamury 31 1995 22 Item 20 - Page 142 -426- gransfer, wire transfer, check, draft or other instrument made or given with respect to any Note) or otherwise to tAke any steps to seek payment thereon on behalf of the Secretary, as administrator, or any Certificateholder_ The Certificateholders acknowledge and agree that the Trustee shall have only those duties expressly provided in the Agreement and shall have no other duties or xesponsibilities with respect to the Certificateholders or the Trust, and that the Trustee shall have no duty to institute any suit, action or proceeding on behalf of Certificateholders to enforce the Guaranty or the Secretary's guarantee of the timely payment of all distributions payable with respect to- any Certificate. SECTION 3 09. Permitted Charges Against the Certificate Account The Trustee shall, from time to time, withdraw funds from a Certificate Account for the following purposes- (i) to make payments to the Certificateholders in the amounts and in the manner provided for in Section 4 01, and (ii) to clear and terminate the Certificate Account pursuant to Section 9 02, or as provided in the last sentence of Section 3 06 SECTION 3.10 Trustee to Cooperate Release and Assic7nment of t Notes_ Upon the payment in full of any Note (including pursuant to the Guaranty), the Trustee shall promptly release and assign the related Note to the Secretary From time to time and as BWDC/105 15111470t0DD4316305 Jamiuy 31 1995 23 R,;;,Al 1 -427- Item 20 a Page 143 appropriate for the administration of any Note, the Trustee shall, upon written request of the Secretary signed by an Authorized Official and delivery to the Trustee of a trust receipt signed by an Authorized Off3cial, release such Note to the Secretary and shall execute such documents as shall be necessary for the prosecution of any such proceedings Such trust receipt shall obligate the Secretary to return the Note to the Trustee when the need therefor by the Secretary no longer exists, unless all principal Amounts due on such Note shall be liquidated, in which case, upon deposit into the relevant Certificate Account of the ±ull amount of unpaid principal of and interest accrued on such Principal Amounts and receipt by the Trustee of a certificate signed by an Authorized Official stating that such Principal Amounts have been liquidated, the trust receipt shall be released by the Trustee to the Secretary and the Trustee shall promptly provide the Secretary with an assignment of the. Note to the Secretary Notwithstanding the foregoing, neither the Trustee nor the Secretary shall be empowered to make any substitution of Notes in a particular Trust formed hereunder SECTION 3.11. Reimbursement of Trustee In the event that a Borrower makes a Note payment to the Trustee through an Automated Clearing House funds transfer system, and subsequent to the time at which the Trustee is required to notify the Secretary that the SWDCn05 15111470100043/6305 January 31 1995 24 0 Item 20 m Page 144 ®428- Secretary is required to make a Guarantee Payment with respect to such Note payment, as specified in Section 3 06 hereof, the Trustee shall receive a rejection of such Automated Clearing House funds transfer, then to the extent that the Trustee, at its sole option, shall have advanced its own funds in an amount equal to such rejected Automated Clearing House funds transfer, the Trustee shall be entitled to be reimbursed promptly by the Secretary for such amount, together with an amount representing interest expense on such funds up to the time of reimbursement (as provided below) In the event of any such rejection, the Trustee shall be reimbursed in the following manner (i) promptly upon receipt of notice from the Trustee by telecopy, telex or otherwise in writing of the occurrence of any such rejection, the Secretary shall reimburse the Trustee, by wire transfer of immediately available funds, for the amount of any such Automated Clearing House funds transfer so rejected, and (ix) upon the giving of such notice to the Secretary, the Trustee shall be authorized to charge the Fee Account in an amount sufficient to reimburse itself for any interest expense incurred by the Trustee by reason of such reject3.on from the time of the relevant Distribution Date until the time of reimbursement of the Trustee by the Secretary pursuant to clause (i) above, Provided, however, that to the extent that BWDC/105 15/11470/ODD43/63DS hnuary 31 1995 25 f nJtA -429- Item 20 m Page 145 the Fee Account does not contain sufficient funds to reimburse the Trustee in full for such interest expense, the Secretary shall, upon the request of the Trustee (which request may be included 3m the notice specified in clause Ai) above)., promptly pay the amount of any such deficiency directly to the Trustee. In determining whether the Fee Account has sufficient funds for purposes of the foregoing reimbursement, consideration shall be given only to funds an the Fee Account 3.n excess of those funds held for the payment of the Trustee ° s fees and for reimbursement of the Trustee's reasonable expenses and disbursements The obligations of the Secretary tinder this Section 3 11 shall be payable solely out of grants pledged by the applicable Borrowers to the Secretary as security for repayment of the Notes (and related costs authorized by the Secretary) pursuant to the applicable Contracts The obligations of the Secretary under this Section 3 11 shall survive the satisfaction and discharge of this Agreement ARTICLE IV PAYMENTS TO THE CERTIFICATEHOLDERS SECTION 4.01. Pavments and Distributions On each I)IStributxon Date relating to a particular Series, the Trustee 33WDG105 15/1147010004316305 Jammy 31 1495 Item 20 o Page 146 26 shall distribute to the Certifzcateholders of record as of the close of business on the Record Date therefor (other than as provided in Section 9 01 and Section 9 02 respecting the final distribution) each such Certifzcateholder,s Fractional Undivided =nterest in the interest at the applicable Pass -Through Rate and principal due on the Certificates of such Series Distribution shall be made from funds available in the Certificate Account as of 1D_00 A.M. (New York City Time) on the applicable Distribution Date, other than amounts, if any, received on particular Notes xepresenting late recoveries of principal and/or interest respecting which any Guarantee Payment was made Unless DTC or its aomsnee (Cede & Co ) shall be the Certificateholder, such distribution shall be made (i) to Certificateholders holding Certificates in an aggregate Original Principal Amount of $1 =.11ion or more by wire transfer to such commercial bank located in the continental United States having appropriate facilities therefor as may be designated in writing by such Certzficateholder to the Trustee (provided that such Certzficateholder shall have provided the Trustee with appropriate written wire transfer instructions not later than 5 Business Days prior to the applicable Distribution Date) or (ii) otherwise, by check to the Person in whose name such Certificates are registered at the close of business on the Record Date Where DTC or its nominee is the Certificateholder, distributions shall be made in accordance with BWDGI03 15tl I470MW4316305 ]==Ty 3I 1995 27 -431- Item 20 - Page 147 the applicable Letter of Representations For so long as DTC shall be the only registered Certificateholder, the Trustee shall have no duty to monitor distributions made to Certificate Owners and shall have no liability with respect thereto. SECTIoX 4.02. Statements to the Certificateholders and to the Secretary. At the time of each distribution with respect to a particular Series, the Trustee will furnish to each Certificateholder of such Series a statement setting forth the following information, stated on the basis of $1,000 Original Principal Amount, with respect to the Certificates of such Series owned of record by such Certificateholder W The amount of such distribution allocable to principal (including a separate breakdown of any payments in respect of Optional Redemption or Acceleration Payments), (xi) The amount of such distribution allocable to interest, and (iii) The amount of such Certificateholder's Fractional Undivided Interest in the aggregate unpaid Principal Amounts of Notes due on the Principal Due Date coinciding with the Maturity Date for such Certificates, after giving effect to distributions of principal made on such Certificates distributed on such Distribution Date In addition, within a reasonable period of time after the end of each calendar year, the Trustee will furnish a report to each BWDG105 15/11470/00043/6305 Ia=ry 31 1995 28 0 Item 20 e Page 148 -432- person who has held the status of Certificateholder at any time ,luring such calendar year as to the aggregate of amounts reported pursuant to (i) and (ii) above for such calendar year or, in the event such person was a Certificateholder of record. during a portion of such calendar year, for the applicable portion of such year. In addition, within 30 days following the end of the calendar year, the Trustee shall file copies of the statements to Certificateholders referred to in the preceding paragraph with -the Tnternal Revenue Service pursuant to the Income Tax Regulations governing grantor trusts At the time the Trustee shall furnish any report to Certificateholders, it shall also furnish a similar report tb the Secretary; provided, that such report furnished to the Secretary shall be made with respect to the aggregate of all Certificates of a Series outstanding at the time of such report SECTION 4.03 Paying Agents The Secretary may appoint one or more paying agents in such place or places as the Secretary may designate, for the payment of amounts due on the Certificates The paying agent initially appointed hereunder is the Trustee, located at its Corporate Trust Office. EWDC1105 1511147010004316305 January 31 1W5 29 -433- Steen 20 - Page 149 ARTICLE V THE NOTES AND THE CERTIFICATES SECTIOR 5.01. Certificate Title and Terms, Issuance in Series_ The aggregate Original Principal Amount of Certificates that may be issued under this Agreement is unlimited, except that the aggregate Original Principal Amount of Certificates of any one Series shah, be limited to the unpaid aggregate Principal Amount of Notes comprising the Trust to which such Series relates as of the Date of Issuance (except that Certificates may be issued upon transfer of, or in exchange for, or in lieu of other Certificates Pursuant to the terms of this Agreement} Thd Certificates shall be known and designated as the "Section s O.OB Government Guaranteed Participation Certificates, Series HUD :L9_--, Guaranteed by the Secretary of Housing and Urban Development," which designation shall include an appropriate Series designation or designations, and the year of the Date of Issuance thereof. With respect to each Series, the Trustee shall, except as provided in Section 5 03, issue a single, separate Certificate for each Principal Due Date specified in all the Notes held in the xelated Trust, which Certificate shall also specify the aggregate of all Principal Amounts due on the 'Notes to which such Principal Due Date relates and the Pass -Through Interest Rate applicable thereto. BWDC1105 15111470/0004316305 Jamnry 31 1995 30 a Item 20 -Page 150 -434- Certificates of separate Series may differ, as between such Series, in respect of any of the following matters, subject to the terms of this Agreement (1) The designation of the Certificates of- the Series (which shall distinguish the Certificates of such Series from those of all other Series), (2) The aggregate Original Principal Amount of the Certificates of such Series, (3) The Principal Due Dates of the Notes to which such Series relates, (4) The Date of Issuance and the Pass -Through Interest Rates with respect to the Series, and (5) Optional Redemption and acceleration provisions (i£ any) SECTION 5 02 Certificates Execution Authentication and Delivery Certificates shall be executed on behalf of the Secretary by an Authorized Officer of the Trustee as agent for the Secretary under the Trustee's seal reproduced thereon The signatures of any such Authorized Officers on the Certificates may be manual or facsimile No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears thereon a certificate of authentication substantially in the form provided for in Exhibit A hereto executed by an Authorized Officer of the Trustee by manual signature and dated as 'BNDG105 15111470100M3163D5 January 31 1995 31 -435- Item 20 - Page 151 of the date of such execution, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed, authenticated and delivered hereunder. Certificates Bearing the manual or facsimile signatures of persons who were at any time the duly Authorized O€ficers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of the Certificates to Certificateholders SECTION 5.03. Rectistration of Transfers and Exchanges of Certif icaCtes Denominations The Trustee shall be the registrar of the Certificates for the purpose of registering Certificates and maintaining a record of any transfers and exchanges of Certificates as herein provided The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 5 06 hereof, a Certificate Register in which, subject to such reasonable requirements as the Trustee may prescribe, the Trustee shall provide for the registration of each Series and of transfers and exchanges of Certificates as herein provided The Certificates shall, subject to this Section 5 03, at all times remain registered in the name of DTC or .its nominee and at all times- W registration thereof may not be transferred by the Trustee except to a successor depository or to a nominee of DTC or a successor depository, (ii) DTC shall maintain book -entry records BWDGIOS ISJ1147010004316305 January31 1995 32 C t Stern 20 m Page 152 -436- with respect to the Certificate Owners and with respect to ownership and transfers of beneficial interests in the Certificates, (iii) ownership and transfers of registration of the Certificates issued in book -entry form on the books of DTC shall be governed by applicable rules established by DTC, and the rights of Certificate Owners shall be governed by applicable law and I agreements between such Certificate Owners and DTC, Depository Participants, and indirect participating firms, (3.v) DTC may collect its usual and customary fees, charges and expenses from its Depository Participants, (v) the Trustee shall deal with DTC, as authorized representative of the Certificate Owners of the Certificates for all purposes including the making of payments due on the Certificates and exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners, and (vii) excepttas provided in this Section 5.03, Certificate Owners shall not be entitled to certificates for the Certificates SWDC1105 15111470IM316305 Jzmry 31 1993 33 t 6t9�' -437- Item 20 - Page 153 All transfers by Certificate Owners of beneficial interests in the Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository -Participant shall transfer only beneficial interests in the Certificates of Certificate Owners it represents or of brokerage f3.rms for which it acts as agent in accordance with DTC's normal procedures Except as provided herein, the Trustee shall have no duty to monitor or xestrict the transfer of beneficial interests in the Certificates, and shall have no liability for any such transfer, including any transfer made through the book -entry facilities of DTC or between or among Depository Participants or Certificate Owners, made in violation of applicable restrictions set forth herein The f Secretary, the Trustee and any paying agent will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Certificate or for maintaining, supervising or reviewing any _ records relating to such beneficial ownership interests If W the Secretary or DTC advises the Trustee in writing that DTC is no longer willing, qualified or able to properly discharge its responsibilities as depository, and the Secretary is I unable to locate a qualified successor, (xi) the Secretary at his option advises the Trustee in writing that he elects to terminate the book -entry system through DTC or (iii) Certificate Owners MMVIOS I51II470/0004316MS Jv=ry 3I 1995 34 representing not less than 510 of the aggregate voting rights allocated to the Certificates together advise the Trustee and DTC through the Depository Participants in writing that the continuation of a book -entry system through DTC is no longer in the best snterests of the Certificate Owners, the Trustee shall notify all Certificate Owners, through DTC, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same Upon surrender to the Trustee of the related Certificates by DTC, accompanied by xegistration instructions from DTC for registration, the Trustee shall issue the Definitive Certificates Neither the Secretary nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected -in relying on, such instructions Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by DTC shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the holders of the Definitive Certificates as Cert3_fzcateholders hereunder Unless Definitive Certificates are issued in accordance with I this Section 5 03, the Certificates for each Series shall be initially registered in the name of DTC or its nominee, and shall be evidenced by a single global Certificate for each Maturity Date BWDC1105 1311147010004316305 January 31 1995 35 y -439- Item 20 -Page 155 substantially in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or the form of Certificate attached hereto, or as may be necessary or desirable to reflect the varying terms of different Series, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently 'herewith and with such form of Certificate, be required to comply 'with the rules of any securities exchange on which the Certificates nay be listed, or as may, consistently herewith and with such form of Certificate, be determined by the Secretary, as evidenced -by the execution of such Certificates in accordance with Section 5 02 The Certificates shall, on original issuance, be issued by the Trustee as agent for the Secretary through the book -entry facilities of DTC and shall be executed. authenticated and delivered by the Trustee to or upon the written order of the Underwriters as specified in Section 2 03, upon receipt by the Trustee of the Notes comprising the Trust to which such Series relates, the related Guaranty and the Supplement to the Trust Agreement as specified in Section 2 01 hereof and such other documents as the Trustee may reasonably request and upon establishment of the related Certificate Account The face amount of each Certificate shall represent 100a of the Original Principal BWDGI05 1511I47010004316305 Iummy 31 1995 3 6 Item 20 - Page 156 -440- 1 Amount thereof Each such Certificate shall bear the following legend - "Unless this Certificate is presented by an authorized representative of The Depository —Trust Company, a New York corporation ("DTC"), to the Secretary or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co , has an interest herein " Subject to the preceding paragraphs, upon surrender for registration of transfer of any Certificate of any Series at the office or agency of the Secretary maintained for such purpose pursuant to Section 5.06, the Trustee shall execute on behalf of the Secretary, authenticate and deliver, in the name of the designated transferee or transferees, a new Certificate of the same Series, Maturity Date and Pass -Through Rate, in denominations authorized hereunder, of a lake aggregate Fractional Undivided Interest BVVDG105 1511147010004316305 January 31 1995 37 0- .r /,U -441- Item 20 -Page 157 At the option of Certificateholders, Certificates of any Series may be exchanged for other Certificates, as applicable, of the same Series of authorized denominations of like tenor (including Maturity Date and related Pass -Through Interest Rate) and aggregate Fractional Undivided Interest upon surrender of the related Certificates to be exchanged at any such office or agency Whenever any Certificates are so surrendered for exchange, the 1 Trustee shall record in the Certificate Register the Certificates, as applicable, which the Certificateholder is entitled to receive Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer or authorization for exchange In form satisfactory to the Trustee duly executed by, the Certificateholder thereof or his attorney duly authorized in writing A service charge equal to a reasonable fee of the Trustee shall be charged to the Person presenting the Certificate for transfer or exchange upon any registration of transfer or exchange of such Certificate, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. All Certificates surrendered for payment, registration of transfer or exchange shall be cancelled by the Trustee in BVDC1105 151114701OW4316305 January 31 1995 38 Item 20 m Page 158 -442- 1�1 l accordance with its standard procedures All such cancelled Certificates shall be forwarded to the Secretary by the Trustee, from time to time. " As long as DTC is the sole Certificateholder, Certificates having the same Maturity Date shall be registered as a single Certificate. Definitive Certificates issued under Section 5 03 1 herein shall be issued in such denominations as the Secretary and the Underwriters shall agree and as are administratively acceptable to the Trustee The Certificates shall be dated the date of their authentication and shall be numbered in such manner as shall be approved by the Trustee SECTION 5 04 Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Secretary or the Trustee, or the Secretary and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Secretary and the Trustee such security or indemnity as may be required by either or both of them to save Bach of them harmless, then, in the absence of notice to the Secretary or the Trustee that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute on behalf of the Secretary, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Series and of like tenor and Fractional Undivided Interest BWDC/105 I3111470/00043/6305 Janwry 31 1995 39 h� -443- Item 20 - Page 159 'Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time � The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates b SECTION 5.05. Persons Deemed Owners Prior to due presentation of a Certificate for registration of transfer, the Secretary, the Trustee and any agent of the Secretary or the Trustee may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4 01 hereof and for all other purposes whatsoever, and neither the Secretary, the Trustee nor any agent of the Secretary or the Trustee shall be affected by notice to the contrary SECTION 5.06. Ma3.ntenance of Office or Agency The Secretary Will maintain a designated office or agency where Certificates may be surrendered for registration of transfer or exchange and where MMCl105 15111470A=4316305 Jamury 31 1995 40 Item 20 - Page 160 -444- 1 72otxces and demands to or upon the Secretary in respect of the Certificates and this Agreement may be served The Secretary initially appoints the Corporate Trust Office of the Trustee as such office for said purposes The Secretary will give prompt written notice to the Trustee of any change in the location of any such office or agency ARTICLE VI THE CERTIFICATE GUARANTEE SECTION 6 01 Certificate Guarantee In addition to the Secretary's guarantee of the timely payment of the principal of and interest on the Notes pursuant to the Guaranty, and in consideration for the purchase of the Certificates by such Certificateholders, the Secretary also, by execution of a Certificate Guarantee in the form attached hereto as Exhibit A, unconditionally guarantees to each CertificatehoMer of a Certificate executed, authenticated and delivered by the Trustee the due and timely payment of all distributions payable with respect to such Certificate when and as the salve shall become due and payable according to the terms of such Certificate and of this Agreement The Secretary agrees that its obligations under the Certificate Guarantee shall be unconditional, irrespective of the BWDC/105 1511147010004316305 January 31 1995 41 .Al o -445- Item 20 - Page 161 -validity, regularity or enforceability of such Certificate or this 14greement, the absence of any action to enforce the same, any waiver or consent by the Certificateholder of such Certificate or by the Trustee with respect to any provisions thereof or of this .greement, the recovery of any judgment against the Secretary or any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Secretary hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against a Trust, protest or notice with respect to such Certificate and all demands whatsoever, and covenants that this Certificate Guarantee -will not be discharged except by complete performance of the obligations contained in the Certificate and in the Certificate Guarantee. The Secretary shall be subrogated to all rights of the Trustee and of the Certificateholders to receive payments made by the Borrowers pursuant to the Notes in respect of any amounts paid by the Secretary pursuant to the provisions of the Guaranty of the Notes, the Certificate Guarantee or this Agreement As long as DTC or its nominee shall be the only registered Certificateholder, the Trustee shall act as DTC's agent solely for the purpose of enforcing the Certificate Guarantee ' With respect to Definitive Certificates issued in accordance with Section 5 03, the Trustee shall have no obligation to request payments under or compel 3iW M05 151114701OM3/6305 January 31 1995 42 Item 20 - Page 162 -446- payment by the Secretary of any amounts due to be paid under the Certificate Guarantee SECTION 6.02 Execution and Delivery of Certificate Guarantees To evidence the Secretary's guarantee of the Certificates, the Secretary hereby agrees to execute a Certificate Guarantee, substantially in the form set forth in Exhibit A hereto, as appropriate, to be endorsed on each Certificate executed on ber�alf of the Secretary, authenticated and delivered by the Trustee_ Each such Certificate Guarantee shall be manually executed on behalf of the Secretary by an Authorized Official No Certificate authenticated and delivered by the Trustee hereunder shall be entitled to the benefits of the Certificate Guarantee unless such Certificate shall have endorsed thereon a Certificate Guarantee executed as aforesaid Certificate Guarantees bearing the manual signatures of individuals who were at any time the duly Authorized Officials of the Secretary shall bind the Secretary, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Certificates upon which such Certificate Guarantees are endorsed The delivery of any Certificate by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Certificate Guarantee endorsed thereon on behalf of the Secretary. BWDCJ105 151I1470100043163051ammy 31 1993 43 . - �.Jf -447- Item 20 - Page 163 7 ARTICLE VII RIGHTS AND DUTIES OF BORROWERS SECTION 7.01 Compensation and_Indemnification of Trustee. (a) Each Borrower shall pay the Trustee an initial fee on the Date of Issuance as reasonable compensation for all services to be rendered by it hereunder and as payment or reimbursement for all reasonable expenses and disbursements (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all other persons not regularly in its employ) to be incurred by the Trustee under the Agreement The aggregate amount of such fees from all Borrowers with respect to a Series of Notes shall be, specified in the Supplement to the Trust Agreement for the related Series The Trustee shall deposit such fee in a non - interest bearing Fee Account established for each Series, separate and apart from any Trust and from all other accounts of such Borrower and the Trustee and over which the Trustee shall have exclusive control On an annual basis, commencing on the Date of Issuance, the Trustee will deduct from the applicable Fee Account the compensation and reimbursements due hereunder for such year. The Secretary shall also pay the Trustee any additional compensation and reimbursement payable to the Trustee pursuant to the provisions of Section 3 11 Upon the failure of any Borrower to fund the Fee Account as aforesaid, the Secretary shall fund the HIVDGIOS 15111470/0004316305 )uwuy 3I I995 44 Item 20 - Page 164 -448- Fee Account on behalf of such Borrower, which payment shall be satisfied solely out of grants pledged by such Borrower to the Secretary as security for repayment of the Notes (and related costs authorized by the Secretary) pursuant to the Contract— (b) The Secretary hereby agrees. (1) to reimburse the Trustee upon its request for all reasonable extraordinary out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and expenses and disbursements of its agents, attorneys and counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith, and (2) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without bad faith, willful misconduct or gross negligence on its part arising out of or in connection with the acceptance or administration' of this Agreement or the Notes, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the secretary promptly of any claim for which it may seek indemnity under this Clause (2) The Secretary shall defend the claim and the Trustee shall cooperate in the defense The Trustee may have separate counsel BWDG105 1511147010004316305 January 31 1995 45 to - -449- Item 20 - Page 165 with the consent of the Secretary and the Secretary will pay the seasonable fees and expenses of such counsel. The Secretary need not pay for any settlement made without its consent The obligations of the Secretary under this Section 7 01(b) shall be payable solely out of grants pledged by the applicable Borrowers to the Secretary as security for repayment of the Notes land related costs authorized by the Secretary) pursuant to the applicable Contracts The obligations of the Secretary under this Section 7 01(b) shall survive the satisfaction and discharge of this Agreement ARTICLE VIII CONCERNING THE TRUSTEE SECTION 8 01 Duties of Trustee The Trustee hereby accepts the trusts imposed upon it by this Agreement and undertakes to perform such duties and only such duties as are specifically set forth xn this Agreement. The Secretary hereby designates and appoints the Trustee as its agent for the purpose of issuing, on behalf of the Secretary, the Certificates of each Series. The Trustee hereby accepts such designation and appointment and agrees to issue the Certificates of each Series in its capacity as agent for the Secretary and pursuant to the terms and provisions of this Agreement 33WDG105 15/1147010004316305 3uunry 31 1995 46 Item 20 - Page 166 -450- Except upon compliance with the provisions of Section 3 10, none of the Notes or any other instruments or documents constituting a part of any Trust shall be delivered by the Trustee to the Secretary or otherwise released from the possession of the Trustee. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith, provided, however, that (i) The duties and obligations of the Trustee shall be determined solely by the express provision of this Agreement, the Trustee shall not be liable except for negligence or willful misconduct in the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth and accuracy of the statements and contents and the correctness of the opinions expressed therein, upon any certificates, opinions, resolutions, statements, reports, documents, orders or other .instruments furnished to the Trustee and conforming to the requirements of this Agreement, (13.) The Trustee shall not be personally liable for an error of judgment made in good faith by an Authorized officer BW=105 15111470IM316305 Jamury 31 1995 47 ei44� -451- Item 20 - Page 167 or Authorized officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and (iii) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers SECTION 8 02. Certain Matters Affect3.na the Trustee Except as otherwise provided in Section 8.01 (i) The Trustee may rely and shall be protected in acting or xefraining from acting upon any resolution, certificate of an Authorized Official, certificate of auditors or any other certificate, statement, instrument, opinion (including an oral opinion or advice of its counsel), report, notice, request, consent, order, appraisal, 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, (ii) The Trustee may consult with its counsel and any opinion of such counsel, whether oral or written, shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance wish such opinion of counsel, and the Trustee shall not be required to take any action in violation of law or any action which would, in its reasonable BWDCn05 151I2470/0M3/d303 J2=ur 32 I995 48 Item 20 - Page 168 -452- 01 r��A 0 n determination, expose it to any fine or penalty imposed by law; (iii.) The Trustee shall not be personally liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, (iv) The Trustee may exercise any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder, (v) The Trustee shall not be obligated to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, consent, order, approval or other paper or document, (vi) Any request or direction of the Secretary referred to herein shall be sufficiently evidenced if signed by an Authorized official, and (vii) whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proven or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein BWDUI05 15111470/0004316305 Jamury 31 1995 49 W -453- Item 20 - Page 169 specifically prescribed) may, in the absence of bad faith on its part, rely on a certificate of an Authorized Official SECTION 8.03 Trustee Not Liable for Certificates or Notes The recitals contained herein and in the CertificatesAother than the certificate of authentication on the Certificates) shall be taken as statements of the Secretary, and the Trustee assumes no :responsibility for the correctness of the same The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Guaranty, the Certificates, the Certificate Guarantee or of any Note or related document and shall not be held liable for any defect in any portion thereof The Trustee shall not be accountable (a) for the use or application W of any of the Certificates after issuance in accordance with this Agreement or (ai) of the proceeds of such Certificates after distribution to Borrowers in accordance with this Agreement or (b) for the use or application of any funds paid to the Secretary in respect of any Note. SECTION 8.04. Elac7ib3.lity Requirements for Trustee The Trustee hereunder shall at all times be a corporation having its principal office in the State of New York and organized and doing business under the laws of such State or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000 and be subject to supervision or examination by BWDC/105 15111470IM3/6305 Jimmy 31 1995 50 Item 20 - Page 170 -454- Federal or State authority_ If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published Mn case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8 05 SECTION 8 05 Resignation and Removal of the Trustee Subject to the further provisions of this Section 8 05, the Trustee may resign at any time and be discharged from its duties as Trustee hereunder by giving at least 60 days' prior written notice of such resignation to the Secretary and specifying the date on which such resignation is to take effect, and the Trustee may be removed by the Secretary as the Trustee at any time, with or without cause, by giving at least five (5) Business Days' prior written notice of such removal delivered to the Trustee and specifying the date on which such removal is to take effect Upon any such resignation or removal, the Secretary may, without other formality than appointment and designation in writing (a copy of which written instrument shall be promptly provided to the resigning or removed Trustee), appoint a successor trustee and agent, provided that such BWDC1105 15/11470/00043/6305 January 31 1995 51 .r 1� -455- (tear' 20 ® Page 171 successor trustee and agent shall be eligible under the provisions of Section 6 04 Any successor trustee and agent appointed as provided herein shall execute, acknowledge and deliver to the Secretary and to its predecessor trustee and agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee and agent shall become effective and such successor trustee and agent, without any further act, deed or conveyance, shall become fully vested with all the xights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee and agent herein Upon acceptance by such successor trustee of its appointment hereunder or in the absence of such an appointment upon the effective date of the resignation or removal as specified in the applicable notice referred to above (or, if the notice does not so specify the expiration of the 60- or 5-day period referred to above), the Trustee shall deliver all of the Notes and other property constituting the Trusts then in its custody to such successor trustee (or the Secretary, if no successor trustee has been appointed) against receipt by such successor (or the Secretary, if no successor trustee has been appointed), including without limitation, by transmitting to such successor trustee (or the Secretary, if no successor trustee has been appointed) for deposit into successor accounts established by the successor trustee (or the Secretary, if no successor trustee has been BWDG105 1511I47010004316305 January 31 1995 52 Item 20 - Page 172 -456- Z i appointed), all funds in or otherwise to the credit of the Certificate Accounts, and the Trustee shall otherwise release, assign and deliver to such successor trustee (or the Secretary, if Imo successor trustee has been appointed) all other property constituting the Trusts in its possession, and effect a transfer of such property in such manner and pursuant to such instruments as , the Secretary shall reasonably request The Trustee shall likewise deliver at such time to such successor trustee (or the Secretary, if no successor has been appointed) all moneys deposited into any Fee Account in respect of any outstanding Series upon payment of its charges in accordance with this Agreement, the Certificate Register and all related records and documents in its possession The Trustee shall not be discharged from its duties or obligations hereunder following its resignation or removal until such property has been delivered to such successor and transferred, as provided above. SECTION 8.06 Mercier or Consolidation of Trustee Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 8 04, BWDC1105 I51114701OW4316305 January 31 1995 5 3 W-?, -457- Item 20 - Page 173 t without the execution or filing of any paper or any further act on tie part of any of the parties hereto, anything herein to the contrary notwithstanding SECTION 8.07. Trustee May Own Certificates The Trustee In its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if at were not Trustee SECTION 8 08 Fidelity Bond or Insurance The Trustee shall obtain a fidelity bond or insurance In such amounts as the Secretary determines to be necessary to protect fully the interests of the ignited States Government against losses caused by or resulting from any actions of the Trustee, its employees or its agents _ In no event shall the Trustee's bonding limits be less than $100,000,000 or its first class mail insurance coverage be less than $250,000 ARTICLE IX TERMINATION OF TRUST AND FINAL PAYMENT OF CERTIFICATES SECTION 9 01. Termination The respective obligations and responsibilities of the Secretary and the Trustee created hereby with respect to any Trust (other 'than the obligation of the Secretary and the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate upon the final payment of the BWDG105 15111470J0004316303 January 31 1995 54 Item 20 - Page 174 -458- last xemaining Principal Amount, together with accrued and unpaid interest thereon, whether on the Note Payment Date immediately preceding the related Principal Due Date, upon Acceleration payment, upon payment with respect to an Optional Redemption or upon payment from a Defeasance Account SE=10H 9.02. Final Payment of Certificates (a) With respect to any Certificate with respect to which final payment is due to an Optional Redemption or an Acceleration Payment, the Trustee shall give notice to each Certificateholder of such final payment, specifying the date on or after which each Certifmcateholder may present and surrender their Certificates for payment and cancellation at the office of the paying 'agent maintaiAed pursuant to Section 4 03, such final payment to be made only upon such presentation and surrender The date of surrender specified in such notice shall be the Distribution Date next following the Note Payment Date to which such final payment relates. Such notice shall be given by the Trustee by letter to such Certificateholders (with a copy thereof to the Secretary) mailed not later than the fifth Business Day subsequent to the Note payment Date to which such final payment relates, provided, that the Trustee has received timely notice from the Secretary as provided in Section 3 03, if any, retating to such final payment The Record Date shall not be effective with respect to any final payment made in accordance with this paragraph $WDC1205 13111470/0004316305 Jamrary 31 1995 55 0 01 �' i; -459- item 20 - Page 175 (b) If final payment of a Certificate shall be due on the .Natur.ity Date in the absence of any earlier Optional Redemption or Acceleration Payment, no notice need be given and final payment -rill be made from the Certificate Account on the Maturity Date upon presentment and surrender of the related Certificate at the office mf the paying agent maintained pursuant to Section 4 03. (c) The Trustee shall notify the Secretary of any moneys in the Certificate Account which shall remain unclaimed by any Certifacateholder entitled to receive the same for six months after the Distribution Da: .1pon which such final payment was due Such unclaimed funds may be paid to the Secretary upon written request signed by an Authorized official, and the Certificateholders shall thereafter look only to the Secretary for payment of such amounts, and all liability of the Trustee with respect to such amounts shall thereupon cease ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.01 Amendment This Agreement may be amended in writing from time to time by the Secretary and the Trustee, without the consent of any of the Certificateholders or the Borrowers, i3rovided. however, that no such amendment shall, without the consent of the Certificateholder of such Certificate, reduce in any BWDCn05 1511147010004316305 Jamnq 31 1995 56 i Item 20 - Page 176 -460- manner the amount of, or delay the timing of, payments received on Notes, including Guarantee Payments, which are required to be ,distributed on any Certificate In executing, or accepting the additional trusts created by, any amendment permitted by this Section 10.01 or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and (subject to Section 8 01) shall be fully protected in relying upon, an opinion of Counsel stating that the execution of such amendment as authorized or permitted by this Agreement The Trustee may, but shall not be obligated to, enter into any such amendment affecting the Trustee's own rights, immunities or liabilities under this Agreement or otherwise SECTION 10 02 Limitation on Rights of Certificateholders As provided in each Certificate, the Certificateholders are entitled to the benefits of this Agreement to the full extent provided herein, provided, however, that notwithstanding the :Eoregoi.ng or any other provision contained herein or in any Certificate, except as specifically provided herein the Trustee shall not be deemed an agent or fiduciary for or on behalf of any Certzfi.cateholder or any Borrower issuing a Note, and the Trustee shall have no fiduciary duties or responsibilities with respect to any such Person, or any duty to take any action with respect to any Trust, except such duties and responsibilities as are specifically provided herein BWDCnOS.15111470/0004316305 January 31 IM 57 Y ,a i -461- Item 20 - Page 177 The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or any Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of any Trust, nor otherwise affect the sights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of any Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any act3.on taken by the parties to this Agreement pursuant to any provision hereof No Certificateholder is intended to have, nor shall any Certificateholder have, any right by virtue of any provision of This Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement. S$CTION 10.03. Inspection of Documents by Certificateholders. The Trustee shall keep a fully execixted or conformed copy of this Agreement (together with all amendments, supplements, waivers and consents hereto) on file at its Corporate Trust Office and shall MWDG105 15111470I0004316305 JM=ry 31 1995 $ e Item 20 -Page 178 -462- permit reasonable inspection (and limited copying) to be made of this Agreement during normal business hours by any Certificateholder or by its designee, at such Person's expense, provided that the Person purporting to be such Certificateholder or designee establishes his identity and capacity to the Trustee's satisfaction SECTION 10.04. Governing Law Except for the Secretary's rights and obligations under the Act and the Secretary's regulations thereunder (24 C F P. 570), this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 10.05 Notices All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when and if personally delivered at or mailed by registered mail, postage prepaid, (a) in the case of the Secretary, to the United States Department of Housing and Urban Development, 451 Seventh Street, S W , Washington, D C 20410, Attention Director, Financial Management Division, Office of the Assistant Secretary for Community Planning and Development, or such other address as may hereafter be furnished to the Trustee in writing by the Secretary, and (b) in the case of the Trustee, to Chemical Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001, Attention Corporate Trustee Administration or such other BVDC1105 151114701OW4316305 January 31 1995 59 -463- 1#em 20 - Page 179 6 address as may hereafter be furnished to the Borrowers and to the Secretary, in writing, by the Trustee, including any change of address related to a merger or consolidation affecting the Trustee Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have 3Deen duly given, whether or not the Certificateholder receives such notice. SECTION 10 06. Severability of Provisions if any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Certificateholders thereof SECTION 10.07 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which together constitute but one and the same instrument. 33WDCJI05 15/114701OM3/6305Iuqury 31 1995 60 Item 20 -Page 180 -464- IN WITNESS WHEREOF, the Secretary and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. s CEMSICAL BANK, as Trustee By Assistant Vice President 3MMC OS 14/11470l00043/6303 ]vum,ry 24 1995 61 Y C r Ite9'1'1 20 -Page 181_ IN WITNESS WHEREOF, the Secretary and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY Title CHEMICAL BANK, as Trustee By Assistant Vic Pr dent a BWDC1105 14111470MOD4316305 January 24 1995 61 Item 20 - Page 182 m466-. EXHIBIT A [FORM OF CERTIFICATE] TUnless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Secretary or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co or in such other name as is requested by an authorized representative of DTC (and any payment as made to Cede & Co or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFIIL inasmuch as the registered owner hereof, Cede & Co , has an interest herein. I* SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATE Evidencing a Fractional Undivided Interest in a portion of a Trust consisting of Notes issued by UNITS OF GENERAL, LOCAL GOVEP11MENT AND PUBLIC AGENCIES DESIGNATED BY SUCH UNITS OF GENERAL LOCAL GOVERNMENT and fully guaranteed as to timely payment of principal and interest by THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT Certificate No - SERIES- HUD 19-- Pass-Through Interest Rate- 7Date of Issuance Distribution Dates _ Maturity Date Original Principal Amount representing a [ 7o Fractional Undivided Interest in a portion of a Trust consisting of the principal Amounts of the Notes due on the Principal Due Date set forth below Principal Due Date- CUSIP NO This language will appear only on Certificates held by DTC or its nominee IDWDGIOS 15111470AM4316305 )a=ty 31 199S A-1 ni�')'-/ i V ,btj -467- Item 20 - Page 183 THIS CERTIFIES THAT , is the registered owner of the Fractional Undivided Interest set forth above, in a portion of a Trust consisting of Notes issued by Units of General 2,ocal Government and Public Agencies designated by such Units of General Local Government ("Borrowers") and guaranteed by the .Secretary of the United States Department of Housing and urban Development (the "Secretary") The holder of this Certificate (the "Certaficateholder") is entitled to the benefits of a Trust Agreement dated as of January 1, 1995, as supplemented by a Supplement to the Trust Agreement, dated the Date of Issuance set forth above (together with the Trust Agreement, the "Agreement"), each by and between the Secretary, as sponsor of such Trust created on behalf of the Borrowers, and Chemical Bank (or any successor thereto), as Trustee All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agreement This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder by virtue of the acceptance hereof assents and by which such Certificateholder is bound The Trustee will distribute on each Distribution Date, or, if any such day is not a Business Day, on the next succeeding Business Day (the "Distribution Date"), commencing on the Distribution Date meat succeeding the Date of Issuance, to the Person in whose name ]MV105151114701=316305January32 1943 A-2 1 this Certificate is registered at the close of business on the 33usi.ness Day immediately preceding such Distribution Date (the '"Record Date"), an amount equal to accrued interest and receipts in respect of principal due on Notes having the same Principal Due Date as set forth on this Certificate, including any Guaranty payments made by the Secretary, but excluding the amounts, if any, received as late payments of principal and interest and respecting which the Secretary has made Guarantee Payments Interest will accrue on the outstanding principal amount of 'this Certificate at the Pass -Through Interest Rate stated above, calculated on the basis of a year of 360 days, consisting of twelve 30-day months, from the Date of Issuance until payment of such principal amount shall have been made or duly provided for, and interest so accrued will be payable semi-annually on each I)istribution Date Where DTC or its nominee is the sole Certificateholder, distributions shall be made in accordance with the applicable Metter of Representations If DTC or its nominee is not the sole Certificateholder, distributions shall be made (i) by the Trustee or other paying agent to Certificateholders holding Certificates in an aggregate principal amount of $]. million or more by wire transfer for the account of such Person in immediately available BWDC1105 15111470IM3I6305 January 31 1995 A-3 -469- Item 20 - Page 185 funds to such commercial bank located in the continental United States having appropriate facilities for such purpose as may be designated in writing by the Person in whose name this Certificate is registered to the Trustee (provided that such Person shall have provided the Trustee with appropriate written wire transfer instructions not later than 5 Business Days prior to the applicable Distribution Date or (ii) by check to the Person in whose name such Certificates are registered at the close of business on the Record Zate. Notwithstanding the above, the final distribution on this Certificate will be made on the Distribution Date coinciding with the related Maturity Date, or, if the final distribution shall occur prior to such date, such final distribution will be made without'regard to the Record Date after notice by the Trustee of the pendency of such distribution and of the date on or after which this Certificate may be presented and surrendered for payment, and, in either case, only upon presentation and surrender of this Certificate at the office or agency maintained by the Secretary pursuant to the Agreement Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose 33WDG705 1SI11470100043/63051amury31 1995 A-4 I t Item 20 - Page 186 -470- This Certificate is one of a duly authorized issue of Section 3.D8 Government Guaranteed Participation Certificates of the Series set forth on the face of this Certificate therein called the '*Certificates") and representing the Fractional Undivided Interest set forth on the face hereof in (3.) a portion of a Trust consisting of the Principal Amounts of Notes due on the Principal Due Date specified above, (ii) such funds as from time to time may be credited to the certificate account relating to this Series created by the Trustee pursuant to the Agreement (the "Certificate Account") and (iii) the Guaranty with respect to such Notes (the Notes, such funds credited to the Certificate Account, and the Guaranty being hereinafter called the °Trust") The timely payment of principal and interest is guaranteed by the Secretary pursuant to the Guaranty By acceptance hereof, the Certificateholder acknowledges and agrees that, in consideration for the Guaranty and- the Secretary's guarantee of the timely payment of all distributions payable with :respect to this Certificate, the Secretary has appointed the Trustee to administer the Notes in accordance with the express terms of the Agreement but shall retain full power and authority, acting alone, to do any and all things in connection with such administration which it may deem necessary or desirable, and shall Lave the sole and exclusive right to take action and assert claims BWDGIOS 1511147010004316305 January 31 1995 A- S -471- Item 20 - Page 187 with respect to the Notes Any term of any Note may be modified by such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note No such change in the terms of any Note shall alter or affect the Secretary's guarantee of timely payment of all principal and interest on such Note or this Certificate The Certificateholder acknowledges and agrees that the Trustee shall have only those duties expressly provided in the Agreement and shall have no other duties or responsibilities wxth respect to the Certificateholders or the Trust, except that, as long as DTC or its nominee shall be the only registered Certificateholder, the Trustee shall act as DTC's agent solely for the purpose of enforcing the Certificate Guarantee Upon the payment in full of all amounts due on any Note (including pursuant to the Guaranty), the Trustee shall promptly release and assign such Note to the Secretary and such Note will no longer constitute a part of the Trust As long as DTC is the sole Certificateholder, Certificates having the same Maturity Date will be registered as a single Certificate Definitive Certificates issued under the Agreement shall be issued in such denominations as the Secretary and the Underwriters shall agree and as are administratively acceptable to the Trustee Prior to due presentation of this Certificate for IrWDG105 1511147010004316305 January 31 1995 A- 6 I Item 20 -Page 188 -472- registration of transfer, the Secretary and the Trustee and any agent of the Secretary or the Trustee may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Secretary, the Trustee nor any such agent shall be affected by notice to the contrary. Pursuant to the Agreement, the Secretary will maintain a designated office or agency where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Secretary in respect of the Certificates and the Agreement may be served The Secretary has initially appointed the Corporate Trust Office of the Trustee as such office for said purposes The Secretary will give prompt written notice to the Trustee and the Certificateholders of any change in the location of any such office or agency The Trustee is the registrar of the Certificates The Trustee shall cause to be kept at the office or agency referred to above a Certificate Register in which the Trustee shall provide for the xegistration of Certificates and of transfers and exchanges of Certificates as provided in the Agreement A service charge equal to a reasonable fee of the Trustee shall be charged to the Person presenting this Certificate for BWDCJ105 15/114701M3/6305 hnwry 31 1"5 A-7 -473- Item 20 - Page 189 transfer or exchange upon any registration of transfer or exchange of this Certificate, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of this Certificate The Agreement may be amended from time to time by the Secretary and the Trustee without the consent of any of the Certificateholders, provided, however, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Notes, including Guarantee Payments, which are required to be distributed on any Certificate without the consent of the affected Ccrtificateholder No such amendment, modification, waiver or consent shall adversely affect the rights of the Certificateholders of any Certificate issued in accordance with the terms of the Agreement and outstanding at the time of such amendment, modification, waiver or consent The Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee 13WDG105 15111470/00043/630S January 31 1995 A- 8 NO F] Item 20 - Page 190 -474- The obligations created by the Agreement and the Trust created thereby with respect to this Certificate shall terminate upon the final payment of the last remaining Principal Amount, together with accrued and unpaid interest thereon, to the Certificateholders by the Trustee or the Secretary or pursuant to applicable law with respect to unclaimed funds as the case may be. I NWDG105 15111470/DO04316305 January 31 1995 A— 9 -4i5- '1� Item Z® - Page 191 TN WITNESS WHEREOF, the Secretary has caused th.a.s Certificate to be duly executed on ats behalf by its issuing agent, the Trustee, under the official seal of the Trustee CHEMICAL BANK, as Trustee By Authorized Officer [Seal] Attest: By= Authorized Officer FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION , Th>_s is one of the Certificates referred to in the within - mentioned Agreement CHEMICAL BANK, as Trustee :By -- Authorized officer Bate: 0 MWDC/105 15111470/0004316305 January 31 1995 A-10 w Item 20 -Page 192 -476- [FORM OF CERTIFICATE GUARANTEE] The Secretary hereby unconditionally guarantees to the Certificateholder, when this Certificate Guarantee is executed on behalf of the Secretary, authenticated and delivered by the Trustee, the timely payment of all distributions payable with respect to this Certificate when and as the same shall become due and payable according to the terms of this Certificate and of the Agreement The Secretary hereby agrees that the Secretary's obligations hereunder shall be unconditional, irrespective of the validity, xegularity or enforceability of this Certificate or the Agreement, the absence of any action to enforce the same, any waiver or consent by the Certificateholder or by the Trustee with respect to any provisions hereof or of the Agreement, the recovery of any judgment against the Secretary or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor The Secretary hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Trust, protest or notice with respect to this Certificate and all demands whatsoever, and covenants that this Certificate Guarantee will not be discharged BWDUI05 15111470100043/6305 7anuuy 31 1995 A-11 t.t4, -477- Item 20 = Page 193 except by complete performance of the obligations contained in this Certificate and in this Certificate Guarantee The Secretary shall be subrogated to all rights of the Trustee and the Certif3.cateholders to receive payments made by the Morrowers pursuant to the Notes in respect of any amounts paid by the Secretary pursuant to the provisions of this Certificate Guarantee or the Agreement This Certificate Guarantee shall be governed by and construed in accordance with the federal law of the United States of America The full faith and credit of the United States is pledged to the performance of this Certificate Guarantee All terms used in this Certificate Guarantee which are defined in the Agreement shall have the meanings assigned to them in the Agreement This Certificate Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Certificate upon which this Certificate Guarantee is endorsed shall have been executed by the Trustee by the manual signature of one of its authorized officers BWDC/105 15111470/0004316305 January 3I 1995 A-12 0 - Page 194 / I IN WITNESS WHEREOF, the Secretary has caused this Certificate Guarantee to be duly executed SECRETARY OF HOUSING AND URBANMEVEL0PMENT By: Title: BVDG105 1511I470/00043/6305 January 31 1995 A-13 Ir s -479- Item 20 - Page 195 (FORM OF ASSIGNMENT] FOR VALUE RECEIVED the undersigned sell (s) , assign (s) and transfer (s) unto [Insert Social Security or Other Identifying Number of Assignee) (Please Print or Type Name and Address, including Zip Code, of Assignee) the within Certificate and hereby irrevocably constitutes and appoints attorney to register the transfer of said Certificate on the books kept for registration thereof, with full power of substitution in the premises Dated Signature SIGNATURE GUARANTEED NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company SWDGIOS 15l114701M316305 January 31 1995 A-14 r Item 20 - Page 196 -480- ZXHIBIT B SUPPLEMENT relating to $ Aggregate Original Principal Amount --SECTION 108 GOVERNMENT GUARANTEED _ PARTICIPATION CERTIFICATES, SERIES HUD 19 This SUPPLEMENT, is entered into by the SECRETARY OF HOUSING M URBAN DEVELOPMENT (the "Secretary") and CHEMICAL BANK, as trustee (the "Trustee") under that certain Trust Agreement, dated January 1, 1995, by and between the Trustee and the Secretary, as sponsor of a Trust created on behalf of certain units of general local government and public agencies designated by such units of general local government (the "Agreement") All capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement WITNESSETH WHEREAS, pursuant to the Agreement, the Trustee is to hold in trust certain Notes guaranteed by the Secretary and to issue Certificates evidencing beneficial interests in a trust consisting of such Notes (the "Trust"), and WHEREAS, pursuant to the Agreement, the Secretary and the Trustee are to enter into this Supplement whereby the Secretary delivers the Notes and related Guaranty to the Trustee and the Secretary directs the Trustee to issue the Certificates, 31WDC1105 15/1147010004316305 January 31 1995 B -1 -481- Item 20 - Page 197 NOW, THEREFORE, in consideration of these premises, the parties agree as follows 1 Delivery and Acknowledcrment. The Secretary hereby delivers to the Trustee (a) the Notes (together with any necessary endorsements thereon) listed on the attached Schedule 1, as identified by Borrower, Aggregate Principal Amounts, Principal Amounts, Principal Due Dates and anterest rates and M the related Guaranty to hold in trust for the benefit of the Certificateholders The Secretary acknowledges the terms and conditions of the Agreement and hereby agrees that the Trust shall be governed by the terms thereof The term "Trust" as used`herein shall refer to that Trust established as a result of the delivery to the Trustee of the Notes and related documents referred to herein 2 Authority to Issue Certificates The Secretary hereby directs the Trustee, as agent for the Secretary, to issue Certificates with respect to the Trust as follows - a Name of Series The designation of the Series authorized hereby shall be "Section 108 Government Guaranteed BWDCIIOS 1511147010004316305 January 31 1"S B-2 Item 20 - Page 198 -482- Participation Certificates, Series HUD 19= _, Guaranteed by the Secretary of Housing and Urban Development n b Issuance of Certificates Pursuant to Section 2 03 of the Trust Agreement, the Trustee is hereby authorized and directed to execute on behalf of the Secretary, authenticate and deliver, on this date, in the name of the Certificateholder, the Certificates specified on the attached Schedule 2 against receipt of the Notes, the related Guaranty and this Supplement 3 Acknowledgments and Certifications a The Secretary hereby certifies that it has satisfied all conditions on its part to be performed or satisfied as a condition to the issuance of the foregoing Certificates Without limiting the provisions of Section 3 11 and Section 7 01 of the Agreement, the Secretary further certifies that the Trustee shall be paid, for services rendered in connection with the administration of the Trust assets listed on the attached Schedule 3., and pursuant to Section 7 01 of the Agreement, a fee of $ b_ The Trustee hereby acknowledges receipt of the Trust assets listed on the attached Schedule 1 BVM0105151114701OW43/63053uuury31 1995 $-3 a/ -483- Item 20 - Page 199 c This Supplement shall constitute the Supplement referred to in Section 2 01 of the Agreement IN WITNESS WHEREOF, the parties have caused this Supplement to be executed this day of , 19_ SECRETARY OF HOUSING AND URBAN DEVELOPMENT By CHEMICAL BANK, as Trustee By E Assistant Vice President 13WDC1105 15111470/OW4316305 7a=ty 31 IM B-4 i Item 20 -Page 200 -484- 'Borrower PRINCIPAL DUE DATE SCHEDULE 1 TO SUPPLEMENT TO TRUST AGREEMENT TRUST ASSETS ASSIGNED TO TRUSTEE 199 199 199� Aggregate Principal Amounts INTEREST RATE Principal Amounts Due on above Principal Due Dates 199 199 BWDG105 15/11470IM3/6305Immary31 1995 199 199 200 200 P�i Item 20 - Page 201 SCHEDULE 2 TO SUPPLEMENT TO TRUST AGREEMENT CERTIFICATES TO BE ISSUED Maturity Pass -Through CUSIP Original Principal Amount Datesl Interest Rate- Number a Principal amounts due on or after August 1, are subject to earlier payment upon an Optional Redemption or an Acceleration Event BWDC1105 15111470/00043/6305 January 31 1995 Item 20 -Page 202 -486- EXHIBIT C [FORM OF NOTICE OF MISSED BORROWER PAYMENT FROM TRUSTEE TO SECRETARY] Secretary V.S. Department of Housing and Urban Development 451 Seventh Street, S W Washington, D C 20410 Attention Director, Financial Management Division Office of the Assistant Secretary for Community Planning and Development Re Trust Agreement, dated as of . 19 Dear Sir qr Madam We are furnishing this notice to you pursuant to Section 3 06 of the Trust Agreement, dated as of , 19 , between you and the Secretary providing for the issuance of Section 108 Government Guaranteed Participation Certificates, Series HUD 199 - (the "Trust Agreement") Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Trust Agreement This letter confirms our earlier telephone notice to you that -we have not received the payments listed below required to be made on the corresponding listed Notes Original Aggregate Principal Amount Borrower of Note 13W=105 25111470/0004316305 January 31 1993 Amount of Missed Payment Date of Missed Payment -487- Item 20 -Page 203 We agree to notify you no later than 5 00 P M (New York City 'time) three Business Days from the date hereof if we have not received such payment Very truly yours, CHEMICAL BANK, as Trustee under the Trust Agreement - By Name Title 'B VDG105 15Ji 147010004316305 January 31 1995 Item 20 -Page 204 -488- EXHIBIT D [FORM OF NOTICE FOR GUARANTEE PAYMENT FROM TRUSTEE TO SECRETARY] Secretary U- S _ Department of Housing and Urban Development 451 Seventh Street, S W Washington, D C 20410 Attention Director, Financial Management Division Office of the Assistant Secretary for Community Planning and Development Re- Trust Agreement, dated as of . 19 Dear Sir or Madam we are furnishing this notice to you pursuant to Section 3 06 of the Trust Agreement, dated as of , 19_, between you and the Secretary providing for the issuance of Section 108 Government Guaranteed Participation Certificates, Series HUD 199� (the "Trust Agreement") Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Trust Agreement This letter confirms our previous telephone notice to you that we have not received the payments required to be made on the following Notes Original Aggregate Principal Amount Borrower of Note Amount of Missed Payment Date of Missed Payment We are writing this letter to inform you that you are required pursuant to your Guaranty of such Note to make a Guarantee Payment IWDG105 1511147010004316305 Jamury 31 1495 i -489- Item 20 - Page 205 j in the amount of $ in respect of the above - mentioned Note If the above specified amount is less than $5,000, such Guaranty Payment shall be made by check in immediately available funds to the order of I 1. If the above specified amount equals or exceeds $5,000, payment should be made by wire transfer to us in immediately available funds to: [Insert wire instructions here.] — very truly yours, CHEMICAL BANK, as Trustee under the Trust Agreement By Name Title BNVDGIOS 15111470/00043tooS )'nary 31 1995 Item 20 - Page 206 -490- WIRE TRANSFER INSTRUCTIONS FOR REMITTING PAYMENTS TO THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON ABA ROUTING 021000018 FOR CREDIT TO HUD 108 Collection Account COLLECTIONS ACCOUNT # 8900606738 TEXT Indicate Community/Borrower name here NOTE Indicate Note # here BANK ADDRESS 101 Barclay Street, 8th Floor East, New York, NY 10286 TELEPHONE 877-870-7678 ATTENTION Candi Mattocks -491- Item 20 - Page 207 Item 20 - Page 208 -492- 2010 PO transmit dpa 5-21-10 w 0 wP���� * U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT zL WASHINGTON D C 20410 7000 ?e o OE OFFICE OF THE ASSISTANT SECRETARY FOR COMMUNITI PLANNING AND DEVELOPMENT June 16, 2010 Dear Sir or Madam Enclosed are documents that the (the `Borrower") requested related to the pending public offering of trust certificates guaranteed under Section 108 of the Housing and Community Development Act of 1974, as amended The public offering date is firm for July 21, 2010, except for adverse market conditions The offering will be underwritten by (i) Credit Suisse Securities (USA) LLC, (u) Bank of America Merrill Lynch, and (in) UBS Investment Bank Capitalized terms used in this letter are more fully defined in the enclosed documents Even though the public offering will not be held until July 21, 2010, it is necessary that HUD receive the properly executed documents from you by close of business on July 2, 2010 We must verify that we have all documents from all Borrowers, and that they are satisfactory, before pricing and before we can sign the Underwriting Agreement If we do not receive the documents from you by July 2 your note will not be included in the public offering on July 21 This underwritten public offering will be conducted pursuant to legislation wluch permits the Department of Housing and Urban Development ("HUD") to guarantee trust certificates that are backed by a trust composed of notes or other obligations guaranteed under Section 108 Your note will be included in such a trust, together with the notes of other participating Borrowers The enclosed public offering documents which must be executed by the authorized representative of the Borrower identified in its counsel's legal opinion, are the Promissory Note ("Note") and the Contract for Loan Guarantee Assistance ("Contract') Because the Borrower is a designated public agency the Contract must also be executed on behalf of the applicable Unit of General Local Government The opinion of counsel to the Borrower and the opinion of counsel to the Unit of General Local Government (which may be combined if issued by the same counsel) are required pursuant to paragraph 4(b) of the Contract, model opinions with attached instructions are also enclosed for the guidance of counsel If the Borrower previously executed interim financing documents and is not receiving funds for new activities (i e , activities not covered by the existing Contract) at this offering, no new additional security Contract provisions are required for this offering, the Contract incorporates the previous additional security provisions -493- Item 20 -Page 209 2 After it is executed by the Borrower and returned to HUD, the Note (which is not effective until guaranteed by HUD at the closing of the public offering) will be delivered by HUD to The Bank of New York Mellon, as Trustee two days before the public offering date and will be held in trust At closing, the Trustee will issue a single, separate certificate for each Principal Due Date specified in the Note Each such certificate shall specify the applicable pass - through interest rate, which rate(s) will also be entered in Schedule P&I attached to the Note for the applicable Principal Due Dates The interest rate will be established for each trust certificate at pricing by the underwriters one week before the public offering date The Aggregate Principal Amount of the Note shall be repaid in accordance with the Schedule P&I attached thereto Please verify that the Principal Amounts (payments) shown on Schedule P&I are correct, as they may not be changed after the offering Interest will accrue on each Principal Amount at the pass -through interest rate on the related trust certificate, payable on the applicable Interest Due Date (each February 1 or August 1, beginning February 1, 2011), through the Principal Due Date on the schedule attached to the Note (which dates correspond to the related distribution dates of payments to investors on the trust certificates) Each interest payment will consist of the aggregate of the interest amounts accrued to the applicable date on the entire principal balance of the Note However, all payments on the Note are actually due to the Trustee on the Note Payment Date seven Business Days before the applicable Interest Due Date or Principal Due Date This is necessary to enable the Trustee to aggregate the payments and direct them to the proper investors and also to enable HUD to honor its Guarantee by making payment on behalf of the Borrower from pledged grant funds if necessary You will be notified by the Trustee of the amount of the required payment one month before each Note Payment Date The Note and Contract reference the Trust Agreement and the Amended and Restated Master Fiscal Agency Agreement, both of which are enclosed Pursuant to the Contract, the Borrower consents to the selection of The Bank of New York Mellon as Trustee and agrees to the terms of the public offering including the Trust Agreement The Trust Agreement principally sets forth duties and responsibilities of the Trustee, but certain provisions of interest to borrowers are included, including compensation and indemnification of the Trustee, which is secured only by the security specified in paragraph 5 of the Contract The Fiscal Agency Agreement and Trust documents are enclosed for your reference, please do not return them to HUD The Contract provides when and how payment of the costs (fees) of the public offering is to be made The final amount of the costs will not be known until the week before the public offering date We will notify you of the amount at that time, as well as the amount of accrued interest payable on interim note Advances being paid off at the offering, if applicable The enclosed form for wire transfer of funds provides the information that the Trustee will need to wire the loan proceeds to you Do not fill in the amount to be wired to you - we will do this after we calculate your costs of the public offering, and any interim note interest costs if applicable Item 20 -Page 210 -494- Return the executed documents and the legal opinion by July 2, 2010, to U S Department of Housing and Urban Development Attention Paul Webster, Director Financial Management Division 451 Seventh St , S W Room 7180 Washington, D C 20410 If you have any questions regarding this letter, please contact either myself or Jason Triplett at (202) 708-1871, or send an email to paul webster@hud got/ and Cason t tiiplettL@hud got/ (please be sure to copy both addresses) If your counsel has any questions about preparation of the legal opimon(s), please have them contact Evelyn Wrin or Carey Whitehead of our Office of General Counsel at (202) 402-5220 or (202) 402-3106, respectively, or by email at evelyn in wnn@hud got/ or caret/ c whrtehead@hud gov Enclosures Sincerely, Paul Webster Director Financial Management Division -495- Item 20 -Page 211 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U S C §5308 For Series HUD 2010-A Certificates This Contract for Loan Guarantee Assistance ('Contract") is entered into by the City of Huntington Beach, California, (the `Unit of General Local Government"), the Redevelopment Agency of the City of Huntington Beach as designated public agency Borrower (the "Borrower"), and the Secretary of Housing and Urban Development ("Secretary"), as guarantor for the Guarantee made pursuant to section 108 ("Section 108") of title I of the Housing and Community Development Act of 1974, as amended (the "Act") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B-97-MC-06-0506-A, in the Aggregate Principal Amount of $3,665,000, and any amended note or note issued in substitution for such note and having the same note number (the "Note ) This is one of multiple Contracts under the Funding Approval ("Commitment") of the same number, which was approved by the Secretary on Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto (including any funds used to pay off prior interim notes refinanced by the Note), and all such amounts are collectively referred to herein as the "Guaranteed Loan Funds The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency/Trust Agreements," and the Fiscal Agent and the Trustee are sometimes collectively referred to as the `Fiscal Agent/Trustee The Borrower has been designated by the Unit of General Local Government to act as its designated public agency for purposes of issuance of the Note and the initial receipt, deposit and withdrawal of the Guaranteed Loan Funds in accordance with Part II of this Contract Any agreement or obligation of the Borrower under this Contract shall also be deemed a 3oint and several agreement or obligation of the Unit of General Local Government for purposes of this Contract, 24 CFR Part 570, Subpart M, and the Act PART I A The Note The Note is payable to the Trustee as Registered Holder On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes Item 20 -Page 212 -496- issued by other Section 108 borrowers, denominated 'Section 108 Government Guaranteed Participation Certificates Series HUD 2010-A," will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the "Underwriters") pursuant to an Underwriting Agreement between the Underwriters and the Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the Public Offering Date in Schedule P&I of the Note for the Principal Amount of corresponding maturity The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent/Trustee and sale to the Underwriters at the closing on the Public Offering Date The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent/Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency/Trust Agreements After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts B Consents By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate with the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates) In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent/Trustee and agrees to the respective terms of the Fiscal Agency/Trust Agreements C Prmor Contracts As of the date of the Secretary's Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary's Guarantee, and any other matter covered by this Contract, provided that any such prior Contract continues to govern any action taken by the Borrower, the Unit of General Local Government, or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) Notwithstanding the preceding sentence, if such prior Contract contained provisions for security for the benefit of the Secretary in addition to the security identified in paragraphs 5(a), 5(b), 5(d), or 5(e) hereof, which security may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior E -497- Item 20 -Page 213 Contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior Contract, such additional security provisions of the prior Contract are hereby incorporated in this Contract and shall be deemed a part hereof PART II 1 Receipt, Deposit and Use of Guaranteed Doan Funds (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled 'Letter Agreement for Section 108 Loan Guarantee Program Custodial Account (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) The Borrower shall make withdrawals from said account only for payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a) Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities In no event shall the investments mature on or after N/A , or have maturities which exceed one year All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the 'Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Item 20 - Page 214 -498- Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account All funds in the Guaranteed Loan Funds Account or the Guaranteed Loan Funds Investment Account must be withdrawn and disbursed by the Borrower for approved activities by N/A Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such accounts are fully disbursed (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower and the Unit of General Local Government in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 2 Payments Due on Note The Borrower shall pay to the Fiscal Agent/Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note In accordance with the Note and the Fiscal Agency/Trust Agreements, payment shall be made by 3 00 P M (New York City time) on the seventh Business Day (the "Note Payment Date') preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note) If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day Payment may be made by check or wire transfer 4 -499- Item 20 -Page 215 Upon final payment of all amounts due to Holders under the Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent/Trustee is required by the Fiscal Agency/Trust Agreements to return the Note to the Secretary Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note to the Borrower in discharge of the Borrower's obligations under the Note 3 Selection of New Fiscal Agent or Trustee The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency/Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract 4 Payments Due Fascal Agent or Trustee Documents to the Secretary (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3 11 and 7 01 thereof In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date (b) The Borrower shall submit to the Secretary not later than twelve (12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower (iii) the pledge of funds pursuant to 24 CFR §570 705(b)(2) and paragraph 5(a) of this Contract is valid and binding, and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract At the same time, the Borrower shall submit an opinion acceptable to the Secretary from the Unit of General Local Government's counsel (which may be combined with the preceding opinion, if issued by the same counsel) to the effect that (i) the governing body of the Unit of General Local Government has authorized this transaction by 5 Item 20 - Page 216 -500- resolution or ordinance, in accordance with applicable State and local law, and has designated the Borrower to issue the Note and receive and administer the proceeds thereof (ii) the pledge of funds pursuant to 24 CFR 570 705(b)(2) and this Contract is valid and binding and (iii) there is no outstanding litigation that will affect the validity of this Contract In addition, the Borrower or the Unit of General Local Government shall submit any other additional documents or opinions specifically required by this Contract (e g , paragraph 5(c), or paragraph 15, et seq ), at the time required thereby (c) The Borrower and the Unit of General Local Government agree to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract (including paragraph 4(b)) to be submitted before the Public Offering Date By execution and delivery of this Contract to the Secretary, the Borrower and the Unit of General Local Government hereby expressly authorize the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any indemnification by the Borrower (or the Unit of General Local Government, or the applicable State, if any) from any source other than funds or other security pledged pursuant to paragraphs D (if applicable), 5, or 15, et seq , of this Contract 5 Security The Unit of General Local Government and the Borrower hereby pledge as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following (a) All allocations or grants which have been made or for which the Unit of General Local Government or the Borrower may become eligible under. Section 106 of the Act, as well as any grants which are or may become available to the Unit of General Local Government or the Borrower pursuant to Section 108 (q) (b) Program income, as defined at 24 CFR 570 500(a)(or any -501- Item 20 m Page 217 successor regulation), directly generated from the use of the Guaranteed Loan Funds (c) Other security as described in paragraph 15, et seq , or incorporated herein by paragraph D hereof, as applicable (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract 6 Loan Repayment Account (a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account') with a financial institution whose deposits or accounts are Federally insured The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d) Such Letter Agreement must be executed when the Loan Repayment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) Borrower shall make withdrawals from said account only for the purpose of paying interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note In no event shall the maturities of such investments exceed one year All such investments shall be held in trust for the 7 Item 20 -Page 218 -502- benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled 'Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Loan Repayment Account Such Letter Agreement must be executed when the Loan Repayment Investment Account is established (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution ) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, title, and interest of the Borrower and the Unit of General Local Government in and to the Loan Repayment and Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion 7 Use of CDBG, EDI or BEDI Funds for Repayment Any funds available to the Unit of General Local Government or the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10 Any funds specifically available to the Unit of General Local Government or the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section 108(q) of the Act which supports the eligible pro3ect(s) and activities financed by the Note may also be used therefor any other use of Section 108(q) funds for such purposes shall require the prior written approval of the Secretary Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds G: -503- Item 20 - Page 219 from grants under Section 106 of the Act are withdrawn from the U S Treasury for such purposes Secretary's Right to Restrict Use of CDBG Funds to Repayment Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Unit of General Local Government and/or the Borrower notice that the availability to the Unit of General Local Government or the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge is being restricted This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Unit of General Local Government's and the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to such grants for purposes other than satisfaction of the pledge 9 Secretary's Right to Use Pledged Funds for Repayment The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower 10 Defeasance For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower and the Unit of General Local Government shall be released from all agreements, covenants, and further obligations under the Note Government Obligation' means a direct obligation of, or any Item 20-Page0-504- obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100,000,000 11 Default (a) A Default under the Note and this Contract shall occur upon failure by the Borrower or the Unit of General Local Government to (i) pay when due an installment of principal or interest on the Note or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents (b) The Borrower and the Unit of General Local Government waive notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a) (c) In addition to Defaults under paragraph 11(a), the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570 913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower or the Unit of General Local Government has failed to comply substantially with title I of the Act Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower or the Unit of General Local Government under outstanding commitments, and/or direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account UM -505- Item 20 m Page 221 12 Remedial Actions Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals for the Borrower or the Unit of General Local Government under Sections 108 and/or 106 of the Act (c) The Secretary may direct the Borrower's financial institution to refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account (d) With respect to amounts subject to Optional Redemption, the Secretary may accelerate the Note (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto All such notices and other communications shall be effective when received as follows (i) if sent by hand delivery, upon delivery (ii) if sent by mail, 11 Item 20 -Page 222 -506- upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid (iii) if sent by telex, upon receipt by the sender of an answer back and (iv) if sent by telecopier, upon confirmed receipt The Secretary U S Dept of Housing and Urban Development Attention Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washinaton, DC 20410 Borrower Unit of General Local Government 13 Lxm3.ted Liabzlity Notwithstanding any other provision of this Contract, the Fiscal Agency/Trust Agreements or the Note, any recovery against the Borrower or the Unit of General Local Government for any liability for amounts due pursuant to the Note, the Fiscal Agency/Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs D , 5 or any Special Conditions of this Contract, as applicable Neither the general credit nor the taxing power of the Borrower or the Unit of General Local Government, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency/Trust Agreements 14 Incorporated Grant Agreement The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on under the Funding Approval for grant number B-97-MC-06-0506-A to the Unit of General Local Government In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower and the Unit of General Local Government agree to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof 15 Special Conditions and Modifications (a) The Guaranteed Loan Funds shall be used only to prepay 12 -507- Item 20 - Page 223 principal amounts due on or after August 1, 2010, under that certain promissory note issued by the Borrower and identified as Note Number B-97-MC-06-0506-A, Series 2000-A The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the issuance of such promissory note The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of principal and interest to become due on such promissory note on August 1, 2010 for deposit in such defeasance account Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date In addition to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower (b) Additional Grounds for Default Notice of Default Restriction of Pledged Grants Availability of Other Remedial Actions (1) The Borrower and the Unit of General Local Government acknowledge and agree that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Grant" and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2010 to (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note The Borrower and the Unit of General Local Government further acknowledge and agree that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs (ii) and (iii) below (without notice or hearing, which the Borrower and the Unit of General Local Government expressly waive) (ii) Upon written notice from the Secretary to the Borrower and the Unit of General Local Government at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are 13 Item 20 - Page 224 -508- unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above (such notice being hereinafter referred to as the "Notice of Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants (iii) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (1) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12 This paragraph (iii) shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12 (iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above [Remainder of Page Intentionally Left Blank] 14 -509- Item 20 - Page 225 THE UNDERSIGNED, as authorized officials on behalf of the Unit of General Local Government, the Borrower or the Secretary, respectively, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and Unit of General Local Government and delivered to the Secretary) The Redevelopment Agency of the City of Huntington Beach, CA BORROWER BY Signature) (Name) (Title Date UNIT OF GENERAL LOCAL GOVERNMENT BY (Signature (Name) Date SECRETARY OF HOUSING AND URBAN DEVELOPMENT M V4 Signature) Yolanda Chavez (Name) Deputy Assistant Secretary for Grant Programs (Title) Date 15 1#ern 20 e Page 226 -510- 1 3 9 AMENDED ADD RESTATED MASTER FISCAL AGENCY AGREEMENT among the SECRETARY OF HOUSING AND URBAN DVv ELOPMENT and THE CHASE MA_N-fLATT AN BANK (formerly known as Chemical Bank) as Fiscal Agent Dated as of Mx, 17 2000 EYECL TIO� -511- f item 20 -Page 227 Item 20 - Page 228 -512- Table of Contents Page ARTICLE I DEFLN ITION S ARTICLE II DELI, ERA A_\-D REGISTRATION OF'\OTES Section 2 01 Details of Notes 8 Section 2 02 acceptance by Fiscal Agent 8 Section 2 0-' Autnorization Order 9 Section 2 04 Advances and Conversion Date Advances under Vartable/Fiked Rate 'dotes 10 ARTICLE III ADMINISTRATION OF NOTES Section 3 01 Modification of Notes 13 Section 3 02 Redemption of Notes 13 Section 3 03 Collection on Guarantees 14 Section 3 04 Notification of Amounts Due 14 Section 3 05 Collection of Payments Note Account 15 Section 3 06 Fiscal Agent to Act as Paving Agent and Calculation Agent 16 Section 3 07 Permitted Charges Against Note Account 18 Section 3 08 Fiscal Agent to Cooperate Release of Notes 18 Section 3 09 Replacement Notes 18 ARTICLE IV PAYMENTS Section 4 0I Payments 19 ARTICLE 1v REGISTRATION OF NOTES Section 5 01 Registration of Transfers and Exchanaes of Notes 20 Section 6 02 Persons Deemed Holders 21 Section 5 03 Maintenance of Office or Agencv 2? ARTICLE ` I RIGHTS AND DUTIES OF BORROWERS Section 6 01 Compensation and Indemnification of Fiscal Agent 22 ARTICLE �, II RIGHTS ANTI) DUTIES OF FISCAL AGENT Section 7 01 Duties of Fiscal agent 24 Section - 0? Certain Matters Affecting Fiscal Agent 26 Section 7 03 Fiscal Agent Not Liable for motes 26 Section 7 0-1 Ehgibilm, Requirements for Fiscal Agent 27 Section " 0D Resignation and Removal of Fiscal agent 27 �s �a I -513- Item 20 -Page 229 Section - 06 ",le ger or Consolidation of Fiscal Agent �'9 Section - 07 Fiscal Agent \1av O,,z-n the Notes 29 Section - 08 F1dellt,, Bond or Insurance _'Q Section - 09 Fiscal Anent Not Liable for Inx estmentb 30 ARTICLE % III TERMLNATIOV Section 8 01 Termination 30 ARTICLE L\ MISCELLANEOUS PRO%ISIONS Section 9 01 Amendment 31 Section 9 02 Inspection of Documents b} Holders 3I Section 9 03 Go,,ernmg Lave 3I Section 9 04 Notices 32 Section 9 05 Severability of Provision 32 Section 9 06 Counterparts 33 Exhibit A-1 Form of b anable/Fixed Rate Dote Exhibit A 2 Form of Fixed Rate Note Exhibit B Form of Guarantee Exhibit C Form of Authorization Order Exhibit D Form of Advance Order Exhibit E Form of Notice of Missed Borrower Payment from Fiscal Anent to Secretary Exhibit F Form of',�otice for Guarantee Payment from Fiscal Agent to Secretary Exhibit G Schedule of Fiscal Anent Fees for V ariable,'Fixed Rate Note Senices 1183 10 it Item 20 -Page 230 -514- A -MENDED AND RESTATED MASTERFISCA-L AGENCY AGREEMENT This �L-kSTER FISCAL AGENCY AGREEMENT (the Ageement ) dated as of �Iav 17 2000 is made and entered into by and between the Secretar-, of Housmg and urban Development on behalf of certain Borrowers as hereinafter defined and The Chase Manhattan Bank (formerlv known as Chemical Bank) a banking corporation organized and existing under the larks of the State of New '� ork as Fiscal Agent (the Fiscal Agent ) This Agreement amends and restates the 'Master Fiscal Agencv Agreement dated as of November 28 1995 among the Borrowers (as defined therein) and Chemical Bank a bank organized and existing under the laws of the state of New Y ork as Fiscal Agent This Agreement is effective only with respect to those Notes delivered to the Fiscal Agent on or after the date first referenced above In consideration of the premises and of the mutual agreements herein contained the parties agree as follows ARTICLE I DEFINITIONS '%kherie-ver used in this Agreement the following words and phrases unless the context otherwise requires shall ha,, e the following meanings Act The Housmg and Community Development Act of 1974 as amended 42 L S C §§ 530I et seq -515- Item 20 m Page 231 Ad,, antes Such amounts as ma,. be ad-, anted to or on behalf of a Borrower under a `arable Fixed Rate \ote from time to time b the FoIcle- of such -� an able 'Fi ted Rate \ote pursuant to an interim financing agreement Lnless expressly stated the term Ad,,anee does not include Con-, ersion Date Ad-, antes Advance Order The written order of the Secretar-, delivered to the Fiscal Agent pursuant to Section 2 04(b) hereto in substantially the form set forth in Exhibit D hereto Aareement This Amended and Restated Master Fiscal Agency Agzeement and all amendments and supplements hereto Ago -rebate Principal Amount For each `ariable/Fixed Rate Note the sum of all Advances and if applicable Conversion Date Advances under such V anable/Fixed Rate 'Note Authorization Order The written order of the Secretary delivered to the Fiscal Agent pursuant to Section 2 03 and Section 2 04(a) or (c) hereto in substantially the form set forth in Exhibit C hereto Authonzed Officer When used with respect to the Fiscal Agent means the chairman or an� vice chairman of the board of directors the chairman or anv vice chairman of the executive committee of the board of directors the chairman of the trust committee the president an,, vice president the secretarti anv assistant secretary the treasurer an,, assistant treasurer the cashier any assistant cashier an-,, trust officer or assistant trust officer the controller or anti assistant controller or an-,, other officer of the Fiscal Agent customanly performing functions similar to those performed by an,, of the above designated officers and also means with respect to a 1 Iv Item 20 - Page 232 i F��, -51 6- particular comorate trust matter an,; other oMicer to whom such matte- is referred because of his knowledge of and familianty yN ith the particular subject Authonzed Official When used with respect to the United States Department of Housing and Lrban De% elopment the Secretary and anti other official of such department wtio at the time shall have been duly authonzed to act on behalf of the Secretary Borrowers Eligible public entities or public agencies designated by such eliCible public entities which have issued debt obligations guaranteed by the Secretary pursuant to Section 108 Business Day A day on which banking institutions in Nev. York Citv are not required or authorized to remain closed and on which the Federal Reserve Bank of New Y ork and the New York Stogy. Exchange are not closed Commitment Amount The commitment amounts stated on the Commitment Schedule for a Vanable/Fixed Rate Note for each related Principal Due Date The aggregate of all Advances for each Principal Due Date shall not exceed the related Commitment Amount for anv anable/Fixed Rate Note Contract Any Contract for Loan Guarantee Assistance including anv amendments entered into between a Borrower and the Secretary providing for the issuance of Notes and their related Guarantees by such Borrower and the Secretary respectively Conversion Date The date (if anv) upon which a ti anable'Fixed Rate Vote is (i) delivered by its Holder to the Fiscal Agent against payment theretor by the purchasers selected by the Secretary to make such payment and (n) assigned to The Chase Manhattan Bank (or an-y successor thereto) acting in its capacity as Trustee (the Trustee ) pursuant to a Trust Agreement a -517- Item 20 - Page 233 among the Secretar,, and the Trustee dated as of January 1 1995 as such agreement may be ame*ided or supplemented Lpon Lhe occurrence of (i) and 60 in the previous sentence such '% anableTixed Rate Note converts to a fixed rate obligation in accordance xith its terms Com ersion Date Ady ances Amounts funded on the Conv ersion Date of a Variable Fixed Rate -Note pursuant to Paragraph 2 04(c) Corporate Trust Office The Chase Manhattan Bank s Structured Finance Operations Department which at the date of the execution of this Agreement is Iocated at 450 West 33" Street 8``' Floor New York New York 10001 or any subsequent office of The Chase Manhattan Bank of which the Secretar} is notified or the office of a successor fiscal agent Date of Note The date of note stated on any mote Director Financial Management Division The Director of the Financial Management Division Office of the Assistant Secretary for Commurutti Planning and Development U S Department of Housing and Urban Development and anv other official of such department yv ho at the time shall have been dulv authorized to act on behalf of such Director Fiscal Agent The Chase Manhattan Bank. (formerly known as Chemical Bank) a banking corporation organized and existing under the lax s of the State of New'y ork or its successor in interest or anv successor fiscal agent appointed as herein provided Fixed Rate Notes Notes issued by Borrox ers with scheduled fixed interest rates from the date of issuance substantially in the form of Exhibit A 2 hereof i4 aQ J Item 20 ® Page 234 -51 8- Funding Date In the case of a ',, anable Fixea Rate \ote the date of an Adt ante under such Zor: which shall be the W ednesda% of an,, w eek as requested b% a Boro�z er pursuant to Section ? 04 unless otherwise agreed upon b% tl,e initial Holder of such Note and the Secretary If tk ednesdax is not a Business Dat then the Funding Date shall be the nett succeeding Business Da,, \otwithstandtna the foregoing no Funding Date shall occur aunng Lhe se -,en da" period imrrediately preceding either (i) a Public 0 enng Date or (n) a Pavnient Date Goiernment Obligation A direct obligation of or anv obligation for which the full and timell pavinent of principal and interest is guaranteed by the United States of America including but not limited to United States Treasury Certificates of Indebtedness Notes and Bonds State and Local Goy ernment Senes or certificates of ownership of the principal of or interest on direct obligations of or obligations unconditionally guaranteed by the United States of America which obligations are held in trust b< he Fiscal Agent Guarantee iv ith respect to anv Note the related Guarantee made bti the Secretary pursuant to Section 108 b� which the Secretary guarantees the timer payment of the principal of and interest on such Note Guarantee Payment Any payment made bti the Secretary pursuant to a Guarantee Holder The Person in whose name a \ote is registered in the \ote Register Maximum Commitment Amount The sum of the Commitment Amounts stated on the Commitment Schedule attached to a N anable'Fived Rate \ote The aggregate of all Ads ances unde- a X anable Fined Rate Note shall not exceed the Maximum Commitment Amount for such Note ins 5 -519- item 20 - Page 235 Note Any note issued b,. a Borrower and guaranteed b% the Secretary pursuant to Section 108 substantialh in the form set forth in E thibit A 1 or A 2 hereto that is suoject to this Agreement Note kccount The account created and maintained pursuant to section 05 Note Register The Register maintained by the Fiscal Agent pursuant to Section � 01 Opinion of Counsel A written opinion of counsel for the Secretary who may be but does not have to be an emplovee of the Department of Housing and Urban Development Payment Date With respect to all pavments due for a Fixed Rate Note or a 1v anable/Fixed Rate Note after the Conversion Date each February I and August I �k ith respect to all payments due for a Vanable/Fixed Rate Note on or before the Conversion Date each February I May I August I and November I and the Com ersion Date or any other date specified in the applicable 'dote on which interest or principal is due and payable If anv Payment Date is not a Business Dav then payments payable on such Payment Date shall be made on the next Business Day Person Ariv individual corporation partnership joint venture association joint-stock comaanv trust unincorporated organization or government or anv agency or political subdi�, ision thereof Principal Amount In the case of a % anablelFixed Rate Note (i) before the Conversion Date for such Dote the aggregate amount or Advances made for each Principal Due Date specified in the related Commitment Schedule thereunder less the amount of anv redemption or pnncipaI repa,,Yneni and (n) on or after the Con,, ersion Date the principal amount stated for i3 Q 5 P item 20 -Page 236 -520- each Principal Due Date in Sc�edule P&I thereto less Lhe amount of an,, Optional Redemption (as defined n the \ote) or pi-nncipat repayment In the case of a Fixed Rate dote the principal amount stated for each Principal Due Date in Schedule P&I thereto less the amount of an,, Optional Redemption (as defined in the Vote) or principal repavrnent Principal Due Date The stated due date of a Principal Amount outstanding under a Note If an,,, Principal Due Date is not a Business Day then payments payable on such Principal Due Date shall be made on the next Business Day Public Offenna Date The date of the sale of specified Notes to the underwriters selected by the Secretarti in connection with the pooling and public offenng of the related series of participation certificates backed by such specified Notes Record Date iV ith respect to any Note the close of business on the fifteenth calendar day of the month next preceding the month in which a Payment Date occurs Secretary The Secretary of Housing and Urban Development Section 108 Section 108 of Title I of the Act Trustee The Chase 'Manhattan Bank acting in its capacity as Trustee pursuant to the Trust Agreement Trust Agreement The Trust Agreement dated as of Ja*ivary 1 I995 among the Secretarti and The Chase 'Manhattan Bank as such agreement maN be amended or supplemented from time to time is 10 -521- Item 20 - Page 237 a.-iable Fixed Rate dotes 'votes issued by Borrowers v%ith a v anable ante -es* rate which converts to �,cheauleci fixed interest rates on the Conversion Date in bubstant�ally tree form of Exhibit A I hereto ARTICLE U DELIVERI AND REGISTRATION OF NOTES Section 2 01 Details of Notes From time to time following the execution and delivers hereof and in accordance with the procedures descnbed herein the Secretan, shall deliver to the Fiscal Anent one or more Notes of one or more Borrowers Each Note shall be in the form of a fully registered note The Aggregate Pnncipal Amount of a Vanable/Fixed Rate Note shall not exceed such % anable'Fixed Rate Note s Maximum Commitment Amount Each Note shall be registered in the Note Register pursuant to instructions to be furnished by the Secretary to the Fiscal Anent in accordance with Sections 2 03 and 2 04 Pursuant to the Contract related to each Borrow er s Note each Borrower will have authorized the Secretary to list its Note in the Authorization Order delivered by the Secretary pursuant to Sections 2 03 or 2 04(a) or (c) or an,, Advance Order delivered by the Secretary pursuant to Section 2 04(b) The Fiscal Agent shall have no responsibility in respect of the authorizations of anv Borrower under the relevant Contract or w ith respect to the information supplied by the Secretary in the Authorization Order from the Secretary pursuant to Section 2 03 or 2 04(a) or (c) or the Advance Order from the Secretary pursuant to Section 2 04(b) Pursuant to such Contract each Borrower designates and appoints the Fiscal Agent as the paying agent and calculation agent for its Vanable'Fixed Rate Notes prior to the Conversion Date and registrar for all of such Borrower s Motes Section 2 0-1 -acceptance by Fiscal Agent Lpon its receipt of anv Notes and their related Guarantees the Fiscal agent will ackno � ledge receipt of auch Notes and related Item 20 - Page 238 -522- Guarantees delivered b,, the Secretary to the Fiscal Agent as pain` agent and calculation aQerit for the `arianleTixed Rate'Notes pnor to the Come -.,ion Date and as registrar for all of the Borrowers 'Notes Section 2 03 Authorization Order (a) 'Not less than two (2) Business Days (or such shorter period as the Secretary and the Fiscal Agent shall agree upon) before (i) the time of any delivery of anv Notes to Holders under this Agreement and (it) any Conversion Date the Secretary shall deliver to the Fiscal Agent an Authonzation Order substantially in the form of Exhibit C hereto which Authorization Order shall direct the Fiscal Agent to (0 for Fixed Rate Notes register such Dotes including Schedule P&I thereto or (ii) for `anable'Fixed Rate - Notes either register the Notes before an initial Advance thereunder or on the related Conversion Date attach the ona-mal or revised Schedule P&I to the specified Notes as applicable Following such actions the Fiscal Agent shall deliver the Notes and their related Guarantees in accordance with the terms set forth in the related Authonzed Order(s) (b) Each such order shall set forth the following information (if necessarv) (1) the Note number(s) and Borrower name(s) (2) the name and address of the Holder (3) whether each Note is Fixed Rate or a % anable Fixed Rate Note (4) in the case of an V anable/'Fixed Rate Note the aggregate amount of anv initial Adv ante and the allocation of such Ad,, ante to each related Commitment Amount and Principal Due Date 118 to 9° -523- Item 20 - Page 239 (� ) the Principal Amount and Principal Due Date (or date) to the case of a Fixed Rate Note (6) whether the Notes and their related Guarantees are to be held phtisicall-, by the Fiscal Acrent or transferred to the Holder (or its nominee) of the 'Notes and the date such deli-vern or transfer is to occur (7) whether the Notes or certain Principal Amounts due under the Notes are subject to redemption or acceleration prior to their Principal Due Dates and if so the terms and conditions relating to any redemption or acceleration and (8) an,, additional information directions or Schedules from the Secretary regarding the issuance of the Notes (c) the Fiscal Agent agrees that following its receipt of (1) the Notes and their related Guarantees from the Secretary on behalf of the Borrowers (2) an Authorization Order from the Secretary covering such Note or Notes and (3) such Opinion of Counsel and other documents as the Fiscal agent ma-, reasonaoly request the Fiscal Agent will register and deliver the Notes and their related Guarantees in accordance with and upon the direction of the Secretary as specified in such Authorization Order Section 2 04 AdNances and Conversion Date Advances under Variable/Fixed Rate Notes (a) Initial Ads antes Each I, anable'Fixed Rate 'tote proN ides that the imtial Holder thereof shall make an initial Ad, ante under the Vanable Tixed Rate Note on any applicable Funding Date upon the �x ritten request of the Borrov� er and the approval of the Secretary The Borrower ahall dein er its request for an initial Ad-, ante to the Secretary at least ten Business Item 20 - Page 240 -524- Days in ady ance of the requested Funding Date Such request shall include the name of the Borrower each Prncipal Due Date for which an UN ance is requested and the amount of each related initial Ad,. ance The Secretary shall deliver to the Fiscal Agent an Authorization Orde- evidencing such approv al for all initial Advances requested for each releN ant Funotn2 Date either together with the related Vanable'Fixed Rate Notes Guarantees and such Opinions of Counsel and such other documents as the Fiscal Agent has requested or as otherwise agreed If the initial amount funded under a V anable/Fixed Rate Note is a Conversion Date Ady ance then the procedures set forth in Section 2 04(c) below appiv instead of this paragraph or paragraph 2 04(b) The Fiscal Agent shall (i) disburse initial Advances in accordance with Section 2 04(d) and the relevant Authonzation Order and (n) reflect anv such initial Advances on its books and records (b) Subsequent Non -Conversion Date Advances A Borrower may request additional Advances under a Vanable'Fixed Rate Note from time to time for any Funding Date following the date of such Note s initial Advance in accordance with the Contract The Borrower shall deliver its request for such an Advance to the Secretary at least five Business Days in advance of the requested Funding Date Such request shall include the name of the Borrower the Note number and Maximum Commitment Amount of the Note the aggregate of funds requested under the Ad-, ance and the amount of the Advance allocated to each Principal Due Date and each Commitment Amount as applicable The Secretary shall deliver an Advance Order substantially in the form of Exhibit D hereto to the Fiscal Agent with respect to all advances approved by the Secretary for each Funding Date folio« ing the date of an initial Ad,, ance under a anable/Fixed Rate Dote The Fiscal Agent shall (i) disburse such Ady ances in accordance 11 -525- Item 20 -Page 241 with Section 2 0-1tal and the relevant Advance Order and (n) reflect an,, such Advances on its boors and records (c) Com ersion Date Adv antes A Borrower may request a Conversion Date Adv ante under a Van able Fixed Rate Note The Borrower shall deliver its request for such Con-, ersion Date Adv ance to the Secretary at least ten Bus ness days in adv ance of the relevant Conversion Date Such request shall include the name of the Borrower each Principal Due Date for which a Conv ersion Date Adv ance is requested and the amount of anv such Conv ersion Date Advances together w ith the Schedule P&I approved by the Secretary for the applicable Borrow er s Note The Secretary shall deli-, er to the Fiscal Agent an Authorization Order and a revised Schedule P&I includinu such Conversion Date Advances for each'v anable/Fixed Rate Note for which a Conversion Date Advance is made The Fiscal Agent shall reflect any such Conversion Date Advances on its books and records The proceeds of each Conversion Date Advance net of any fees due from the Borrower pursuant to Section 6 01(a) hereof or Section 7 01 of the Trust Agreement shall be disbursed to the Borrower by the Trustee on the Conversion Date (d) Procedures Unless otherwise agreed all documents required to be delivered to the Fiscal Agent must be receiv ed by the Fiscal Anent two Business Days before the related Funding Date or Conversion Date as applicable The Fiscal Agent shall notify the Holder of each `anableTixed Rate -Note of a requested Adv ance and pavment instructions therefor no later than 10 00 a m on the Business Dar before the Fundmg Date The Holder of each 'v anable`Fixed Rate Note shall remit to the Fiscal Agent Federal funds representing the aggregate amount of all Advances for such Funding Date which shall not be less than $25 000 (unless otherwise agreed by the Holder and the Secretarv) no later than 2 00 p m on such Funding Date The Fiscal agent shall remit the proceeds of each Advance in accordance %%ith the instructions provided to IS 19 12 Item 20 -Page 242 -526- the Fiscal Agent b� the Secretary to the respectiv e Borrow er thereof net of an,. tees clue the Fiscal Agent pursLant to Section 6 01(a) hereof (e) Recordkeepina The Fiscal Agent shall keep a record of (i) all Ad-,, ances and Conversion Date Advances (u) the related Commitment Amounts and the Maximum Commitment Amount and anv changes to the same relating to a redemption prior to a Com ersion Date or anv changes for which the Secretary has provided written notice (iii) anv payments (including prepavments) received in each case for any relevant Principal Due Date and (iv) any fees paid by the Borrower to the Fiscal Agent with respect to each -,� anable Fixed Rate Note (including anv amounts withheld by the Fiscal Agent from disbursements to the Borrower) By the fifth Business Day of each month the Fiscal Agent shall provide the Secretary and the Holder of the related Vanable/Fixed Rate Notes with a report of the information contained in the previous sentence for each Vanable/Fixed Rate Note as of the last day of the preceding month ARTICLE III ADMINISTRATION OF NOTES Section 3 01 Modification of Dotes To the extent permitted by the mote an,, term of any Note may be modified bti such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note with the consent of the Holder (if required) No such change in the terins of anv 'vote shall alter or affect the terms of the Secretary s guarantee Section _' 02 Redemption of Notes If so prodded in the applicable Note (subject to the provisions set forth herein and subject to the provisions set forth in such 'votes) the V anable Fixed Rate Notes may be redeemable prior to the Conversion Date in whole or in part at �118 14 I3 -527- Item 20 -Page 243 the option of the Borrower In order to redeem or prepay such a redeemaole\ote Lhe Borrower shall Give notice of its intention to redeem such'�,ote to the Secretary and the Fiscal Agent not less than four<een calendar days prior to the date on which the Borrower intends to redeem the Note Sucn notice shall specify the Principal Amount with respect to each Principal Due Date that is to be redeemed The Fiscal Agent shall give such notice to the Holder of such \ote not less than ten calendar days prior to the desired redemption date After the Conversion Date anV Optional Redemption (as defined in the Note) of a % anable/Fixed Rate Note shall be in accordance with the terms of such Note and the Trust Agreement The Holders of Notes will have no rights to demand prepa,,,ment or redemption of a Note Section 3 03 Collection on Guarantees Pursuant to each Guarantee the Secretary will unconditionally guarantee the payment of all principal and interest on the Note to which such Guarantee relates when and as due in accordance with the terms of the 'dotes Section 3 04 Notification of Amounts Due The Fiscal Agent acting as Calculation Agent shall prepare and provide to each Borrower with a copy to the Secretary and the Holder thereof as of the relev ant Record Date a written schedule of total interest fees (if applicable) and any principal due on the VanablefFixed Rate Notes of such Borrower fifteen days in a& ance of the related Pavment Date In addition if the Fiscal Agent receives a notice (i) from the Secretary specifying the Conversion Date for specified V anable'Fixed Rate Notes or (ii) from a Borrower specifying the date of a pennissible prepayment or redemption prior to the Conversion Date then the Fiscal -went acting as Calculation Agent shall promptly give notice (but in any event no later than two Business Days after receipt of such notice) to the Holder as of the reley ant Record Date and the Secretary of the respective amounts (or its best estimate of the respective amounts if the actual amounts cannoc be determined on the date of such notice) of interest fees (if applicable) I18 19 14 Item 20 -Page 244 _528® and principal (if an,,) payable by the Barrow ers on either (i) the Public Offenng Date for all anaole Fzxee Rate Notes to oe included in such public offering or (ii) the date of such prepavinent or redemption as applicable Thereafter the Secretary shall promptly give notice to each such Borrow er of the amount (or the best estimate of such amount pros ided by the F seal Agent) of interest fees (if apDiicable) and principal (if any) that such Borrow e- shah be required to pav on the Public Offering Date or date of such redemption Such notice shaII include wntten pavirient instructions with respect to such payment Section 3 05 Collection of Pav ments Note Account The Fiscal Agent shall establish and maintain a separate non -interest bearing trust account (the vote Account ) into which the Fiscal Agent shall deposit the following (a) All interest payments on each V anable(Fixed Rate Note made on or before the Conversion Date of such Note including those made by the Borrower and those made by the Secretary pursuant to a Guarantee and (b) All principal payments on each v anable'Fixed Rate 'vote made on or before the Conversion Date of such Note including those made by the Borrower on a Principal Due Date those made by the Borrower as a prepayment or redemption and those made by the Secretary pursuant to a Guarantee (c) Anv fee pavments made by the Borrower on each % anable Fixed Rate Note on or before the Conversion Date of such Note Guarantee Pavments made by the Secretary in accordance with the terms of Section 06 herein shaII be deposited by the Fiscal Agent iP the Note Account The moneys paid pursuant to -529- Item 20 - Page 245 Section 3 0--)(a) and (b) above and held as part of the Note Account shall be held in true for the benefit of the Holders of the related Notes and shall be applied by the Fiscal Agent in accordance with the provisions of Section 3 07 herein Monevs paid pursuant to Section-3, 0-*)(c) above and held as part of the Note Account shall be held sole],, for the benefit of the Fiscal Agent in its individual capacity Section 3 06 Fiscal Anent to act as Paying agent and Calculation agent (a) The Fiscal Agent shall receive the payments due on the Vanable'Fixed Rate Notes made on or before the Conversion Date of such Note and deposit such payments in the Dote Account as provided in Section 3 05 Each Borrower shall make such payments directly to the Fiscal agent by 3 00 p in (New '� ork Citv time) on the se,,enth Business Day next preceding the relevant Payment Date No later than 1 00 p m (New York City time) on the sixth Business Dav next preceding each Payment Date the Fiscal Agent shaII determine whether all payments required to be made on such Notes have been dulv received from each Borrower If such payments have not been received the Fiscal Agent shall nonfv the Secretary by a telephone call to the Director Financial Management Division confirmed in writing by telex or telecopy in the form attached hereto as Exh-ibit E that the Secretar,, ma,, be required to make a Guarantee Payment and shall provide notice of the amourt of such payment If a pavment (other than a fee pa-,-ment) required to be made by a Borrower on a \ote has not been dul,, received by the Fiscal Agent by the close of business on the third Business Dav next preceding the Pavment Date then b,, no later than 10 00 a m (New'y ork Citv time) on the Business Dav next succeeding the relev ant Payment Date the Fiscal Agent shaII notifv the Secretary by a telephone call to the Director Financial Management Division confirmed in writing by telex or telecopy in the form attached hereto as Exhibit F that the Secretary is required to make a Guarantee Pavme-it and shall provide notice of �I s 19 16 Item 20 e Page 246 -530- the amount of such payment The Secretar% shall make an, required Guarantee Pa}Tnent b% �� ire transfer to the F scal Agent in Federal funds for subsequent pa%Trient by the Fiscal Agent to the Holder in accordance with the terms of Section 4 01 herein If a pavTnent required to be made on a Note has not been duly recei,ed from either the Borrow er or the Secretar% b,, 2 30 p rn on the second Business DaN next succeeding the Pavment Date pursuant to the terms of the Borrower s 'Vote interest shall accrete on the amount of such payment at the %anable rate in effect for such Note from the applicable Pavment Date unto the date of payment to the Fiscal Agent The Secretary shall use its best efforts to obtain for the Fiscal Agent pa-yTnent of any unpaid fees due from a Borrower An4 such pavment shall be from the assets pledged by the Borrower to the Secretar% as secunt,, for the repayment of the Notes and related costs authorized by the Secretary (b) The Fiscal Agent shall act also as calculation agent in respect of the V anable/Fixed Rate Notes The Fiscal Agent shall calculate the amount of interest and principal if anti due on each V anable'Fixed Rate Note on anv Payment Date on or before the related Conversion Date at least fifteen days in ad-,ance of such Pavment Date in accordance with the terms and conditions of such Vanable'Fixed Rate Note Pursuant to Section 3 04 the Fiscal Agent shall notiN the Borrower the Secretary and the Holder of the -� ariable/Fixed Rate 'Note of the applicable `anable interest rates and amounts due (including anti fees) with respect to the V anable'Fixed Rate 'Notes determined in accordance w ith this Section The determination b-V the Fiscal Agent of the %anable interest rate for and the calculation of the interest due on the V anable'Fixed Rate Notes pursuant to this Sec*ton shall (in the absence of manifest error) be final and bmdma The Fiscal Agent will keep records of all determinations under this Section including but not limited to a cop% of the rele%ant page of the '�k aII Street Joumal or similar publicat on or Item 20 m Page 247 a print-out of any Telerate Page or similar computer screen or a copy of any communica ions stating the applicable interest rate from the Holder that the Fiscal Agent used to calculate the applicable interest rate for ant Reset Date defined in the \ote and shall permit the Sec-etary or any Holder of a % anableTixed Rate Note at anv reasonable time to examine such records and will furnish such other information in respect of the determination of the interest rate as the -ZRW rI Secretary or anv Holder of a Vanable'Fixed Rate Note shall reasonably request Section 3 0' Pernutted Charaes A2awst Note Account The Fiscal -went shall from time to time withdraw funds from the Note Account for the following purposes (a) First to make payments to the Holders in the amounts and in the manner provided for in Section 4 01 (b) Second to reimburse the Secretary for any Guarantee Payment made w ith respect to the Notes to which the Note Account relates provided that such reimbursement shall be limited to amounts received on a Note by the Fiscal Agent that represent late recoveries of payments of principal and or interest respecting such Note for which any Guarantee Payment was made and (c) Third to pav an} fees owed to the Fiscal Agent provided that such payment shall be Iimited to amounts received by the Fiscal Agent that represent actual fees due and paid by a Borrower on its Note and (d) Fourth to clear and terminate the Account pursuant to Section 8 01 (if applicable) Section 3 08 Fiscal Agent to Cooperate Release of Notes Upon payment in full to the Holder of any � anable'Fixed Rate Note (including pursuant to the related Guarantee) the Fiscal Agent shall obtain from the Holder and release the Note to the See,re ary Item 20 -Page, 248 -532- Section 3 09 Replacement Notes If (i) any mutilated Note is sur-ende-ed to the Fiscal Agent or the Fiscal Anent recei. es e�, idence to its satisfa,t on of the destruction loss or theft of anv Note and (n) there is deli eyed to the Fiscal Agent such secuntN or inde-nrity as may be required by it to hold it the Borrower and the Secretary harmless then in the absence of notice to the Fiscal Agent that such Dote has been acquired by a bona fide purchaser and upon the Holder s paving the reasonable expenses of the Fiscal agent the Borrower under such -Note shall execute and the Fiscal Agent shall deliver in exchange for such mutilated Note or in Iieu of such destroved lost or stolen Note a new Note of like date tenor and principal amounts as appropriate ARTICLE IV PAYMENTS Section 4 01 Pavments On each Payment Date that occurs on or before the Conversion Date relating to a particular Variable/Fixed Rate Note the Fiscal Agent as paying agent for the Borrower under such Note, shall pay to the corresponding Holder determined as of the close of business on the next preceding Record Date (other than as provided in Section 8 01 respecting the final pavment) all amounts credited to the Note Account in respect of principal and interest on the related Notes as of 10 00 a m (New York Citv time) on the applicable Pavment Date other than amounts if anv which represent late recov eves of principal ands or interest in respect of vv hicl- anv Guarantee Pawrient vas made Interest and principal pavments on a V anable'Fixed Rate 'vote and upon presentation and surrender of such Note at redemption in full or at the final Principal Due Date the Aggregate Principal Amount then outstanding are pavable (,) by mailing a check pavable in New Y ork clearing house funds to such Holder at the address of such Holder on the \ote Register or (n) at the request of the Holder by wire transfer 18-4 I9 19 -533- Item 20 -Page 249 to such commercial bank located in the contine-tal Lnited States havmg appropriate facitities therefor as such Holder ma, oesimate in w ri,m2 to the Fiscal Agent (prodded that the Ihotde- shall have given the Fiscal Agent approprate written wire transter instructions not Iater than the Record Date with respect to such pa-,-ment) PatimenLb on Fixed Rate Notes and on ti anable,Fixed Rate motes after the Cony ersion Date shall be made in accord ince with the Trust Agreement ARTICLE �, REGISTRATION OF NOTES Section 5 01 Registration of Transfers and Exchanges of Notes The Fiscal Agent shall be the registrar of the Notes for the purposes of registering the Notes and maintaining a record of any transfers and exchanges of Notes as herein provided The Fiscal Agent shall cause to be kept at the office to be maintained in accordance with the provisions of Section 5 03 hereof a Note Register in which it shall record for each Note the name and address of the registered Holder Commitment Amounts the Pnncipal Amounts and the Principal Due Dates thereof and such other information as may be required by this Agreement or applicable law or regulation Registration of transfer shall be subject to such reasonable regulations as the Fiscal Agent may prescribe No registration of transfer or exchange of anv Note may be made unless all information required to be prodded by the Holder has been gn en as piovided in the Assignment and Transfer portion of the form of Note Lpon surrender for registration or transfer of am Note at the office that the Fiscal Agent maintains for such purpose pursuant to Section 5 03 the Fiscal agent snail cause the Borrower under such Note to execute and aehver in the name of the desit4-ated transferee or transferees one or more new Notes of like A ogregate Principal Amount 118.) 19 20 Item 20 - Page 250 -534- At the option of the Holder a 'vote maE be exchanged for Notes of like aggregate Principal Arnount ution surrende- at the office that Lhe F,scat Agent maintains for such purpose pursuant Lo Section 5 03 & erv, Note presented or surrendered for registration of transfer or for exchange shall be dulv endorsed by or be accompanied by a wntten instrument of transfer or authorization for exchange in form satisfactory to the Fiscal Agent duly executed by the Holder thereof or b" its attomev duly authorized in wntin2 Exchanges and transfers will be w ithout charge to the Person presenting the Mote for transfer or exchange except that the Fiscal Agent may require payment of a sum sufficient to coi. er anv tax or governmental charge that may be imposed in connection with anv transfer or exchange of a Note All Notes surrendered for registration of transfer or exchange shall be cancelled by the Fiscal Agent in accordance with its standard procedures A1I such cancelled Notes shall be forwarded to the Secretary by the Fiscal Agent from time to time Section 5 03 Persons Deemed Holders Prior to due presentation of a Note for registration of transfer the Borrower under such 'vote the Secretary the Fiscal Agent and anv of their agents may treat the Person in whose rame an,, 'vote is registered as the holder of such Note for the purpose of receiving pavments pursuant to Section 4 01 hereof and for all other purposes whatsoeti er Neither the Borrow er the Secretary the Fiscal Agent nor an,� of their agents shall be affected by notice to the contrary Notwithstanding the foregoing the Borrower under a �/ anable Fined Rate Note the Secretary the Fiscal Agent and an, of their agents shall on and at -ter the Con` ersion Date treat the Trustee as the holder of such Note for the purpose of -535- Item 20 -Page 251 receivMR payments pursuant to Section 4 0I and for all other purposes whatsoe-,er Neither the Borrow er the Secretary the Fiscal Agent nor an-, of their agents shall be affected b� anti notice to the contrary Section 5 03 Mamtenance of Office or Agency The Fiscal Agent shall maintain a designated office or agency where motes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Borrowers or the Fiscal Agent in respect of the Dotes and this Agreement may be served The Fiscal Agent designates its Corporate Trust Office as such office for said purposes ARTICLE v I RIGHTS AND DUTIES OF BORROWERS Section 6 01 Compensation and Indemnification of Fiscal Agent (a) Pursuant to the related Contract each Borrower under a Variable/Fixed Rate Note agrees to pay the Fiscal Agent fees as prodded in this Section for the services the Fiscal Agent provides in respect of such �, anable/Fixed Rate Note Such fees shall be as set forth in Exhibit G hereof and shall be either deducted by the Fiscal Agent directly from the proceeds of anv Adv ance in respect of a 'vanable/Fixed Rate Note or included in the quarterly notification of amounts due that the Fiscal Agent pro-, ides under Section 3 04 each in accordance with Exhibit G Each Borrower also shall paY the Fiscal Agent anv additional compensation agreed to be paid to the Fiscal Agent The Borrowers will pav all out of -pocket expenses including fees and disbursements of counsel incurred by the Fiscal Agent in the performance of its duties hereunder provided however that (1) the Fiscal Agent shaII in no event acquire anv lien upon any Notes administered pursuant to this Agreement or any moneys received with respect thereto (other than fee payments pursuant to this Section 6 0I(a) and Section 3 0D(c)) or an% claim against the Holders of the Notes by �)t 8 119 r 22 t Item 20 -Page 252 -536- reason of the failure of the Borrowers to pa-, any of such charges or expenses and (21) tl•e Borrowers shall not be required to pav any out -of pocket expenses incurred by the Fiscal Agent to the extent that the expenses are chargeable under Section 5 01 hereof to persons requesting the transfer or exchange of Notes The terms of this Section 6 01 with respect to claims ansing in connection w ith the Fiscal Agent s duties while acting as such shall survive the termination of this Agreement or the resignation or removal of the Fiscal Agent (b) The Secretary herebv agrees (1) to reimburse the Fiscal Agent upon its request for all reasonable othem ise uncompensated out-ot pocket expenses disbursements and advances incurred or made by the Fiscal Agent in accordance w ith any provision of this Agreement (including the reasonable compensation and expenses and disbursements of its agents attorneys and counsel and of all persons not regularly in its employ) except any such expense disbursement or advance that either was paid by Borrowers pursuant to Section 6 01 (a) or is attributable to its gross negligence willful misconduct or bad faith and (2) to inaemnifti the Fiscal Agent for and to hold it harmless against any loss liabilit% or expense incurred without bad faith willful misconduct or gross negligence on its part ansing out of or in connection with the acceptance or administration of this Agreement or the "Notes including the costs and expenses of defending itself against any claim or liability in connection w ith the exercise or performance of anti of its powers or duties hereunder The Fiscal Agent shall notify the Secretar, prompt],, of an% claim for which it may seek indemnit,. under this Clause (2) -537- Item 20 - Page 253 The Secretary shall defend the claim and the Fiscal Agent snail cooperate in the defense The Fiscal Agent may have separate counsel w itn the consent of the Secretary and h.- Secretary will pay the reasonable fees and expenses of such counsel The Secretary need not paN for anv settlement made without its consent (c) The unpaid obligations of the Borrowers under Section 6 01 (a) and the Secretary under Section 6 01 (b) shall be pavable solelv out of grants or other assets pledged by the applicable Borrowers to the Secretary as security for repavrnent of the Notes (and related costs authorized b} the Secretarv) pursuant to the applicable Contracts The obligations of the Secretary under Section 6 01 (b) shall survive the termination or expiration of this Agreement or the resi2mation or removal of the Fiscal Agent ARTICLE VII RIGHTS AND DUTIES OF FISCAL AGENT Section i 01 Duties of Fiscal Agent The Fiscal Agent undertakes to perform only such duties as are specifically set forth in this Agreement A ith respect to each 'vanable`Fixed Rate Note and the related Guarantee that are delivered to the Fiscal Agent the Fiscal Agent shall act as paving agent and calculation agent on or prior to the Conversion Date The Fiscal Agent shall act as registrar for all Notes for the duration of this Agreement Except upon compliance with the provisions of Sections 2 03 2 04 3 08 or 3 09 none of the Notes, their related Guarantees or anv other related instruments or documents shall be delivered by the Fiscal Agent to the Holders or to the Secretary or otherwise released from the possession of the Fiscal Agent q�y 2 [� i"�TJ/ Item 20 - Page 254 -538- '\o pro-,ision of this Agreement shall, be tenstrued to relieve the Fiscal Ageni from hability to an-, Borro%e-s or the Secre*ary for its bad faith willful misconduct or zross negligence provided how e� er that (a) Tne duties and obligations of the Fiscal Agent shall be determined soieiv by the express pro, isions of this Agreement the Fiscal Agent shall not be liable except for Gross negligence or willful misconduct in the performance of such duties and obligations as are specifically set forth in this Agreement no implied covenants or obligations shall be read into this Agreement agamst the Fiscal Agent and in the absence of bad faith on the part of the Fiscal Agent the Fiscal Agent may rely conclusively as to the truth and accuracy of the statements and contents and the correctness of the opinions expressed therein upon anti certificates opinions resolutions statements reports documents orders or other instruments famished to the Fiscal Agent and conforming to the requirements of this Agreement (b) The Fiscal Agent shall not be personally liable for an error of judgment made in good faith by an Authonzed Officer or Authorized Officers of the Fiscal Agent unless it shall be proved that the Fiscal Agent w as grossly negligent in ascertaining the pertinent facts and (c) In no event shall the Fiscal Agent be liable hereunder for special indirect or consequential loss or damage of any kind whatsoey er Section 1 02 Certain Matters Affecting Fiscal Agent Except as otherwise provided in Section i 01 (a) The Fiscal Agent may relv and shall be protected in acting or refraining from acting upon any resolution certificate of an Authorized Official certificate of auditors or any other 25 -539- Item 20 - Page 255 certificate statement instrument opinion (including an oral opinion or ad-, ice of counsel) report notice request consent order appraisal bona or other paper or document belie% ed b,, it to be aenume and to ha-, e been sided or presented bti the proper partti or parties (b) The Fiscal agent ma, consult with counsel who may be but does not halve to be an employee of the Fiscal kgent and anv opinion of such counsel whether oral or written shall be full and complete authorization and protection in respect of any action taken suffered or omitted b,, it hereunder in good faith and in accordance with such opinion of counsel and the Fiscal Agent shall not be required to take any action in violation of law or any action that would in its reasonable determination expose it to any fine or penalty imposed by law (c) The Fiscal Agent shall not be personally hable for anv action taken suffered or omitted to be taken by it in good faith and believed bti it to be authorized or .A,ithin the discretion or rights or powers conferred upon it by this Agreement, (d) The Fiscal Agent may exercise any of the powers hereunder or perform any duties hereunder either directly or by or though agents or attorneys and the Fiscal Agent shall not be responsible for anv misconduct or negligence on the part of anv agent attornev or securities — depository appointed with due care by it and (e) The Fiscal -went shall not be obligated to make an,, in,,estigation into the tacts or matters stated in anti resolution certificate statement instrument opinion report notice consent order appro� al or other paper or document Section 7 03 Fiscal kaent Not Liable for Notes The recitals contained in the Notes shall be taken as statements of each Borrower and the Fiscal Aaem assumes no responsibility for 26 Item 20 a Page 256 -540- tneir correctness The Fiscal '.gent makes no representation as to the -,alicitti o- �,atf,,tenc,. of this A,Tree-rer or of an, Note gi_arantee or related ciocumenE or an% defeasance and shall not be held liable for an, defect in an,, portion thereof The Fiscal Agent shall not be accountable for the use or application by the Secretar-, or an, Borrowe- of an-, of the Notes or of the proceeds of such 'dotes Section - 04 Eligibditr Requirements for Fiscal Agent The Fiscal Agent hereunder shall at all times be a corporation having its principal office in the State of New York and organized and doing business under the laws of such State of the United States of Amenca authorized under such laws to exercise corporate trust powers hay ing a combined capital and surplus of at least $100 000 000 and subject to superx iston or examination by Federal or State authonty If such corporation publishes reports of condition at least annually pursuant to law or the requirements of the aforesaid supervising or examining authont� then for the purposes of this Section 7 04 the combined capital and the surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published In case at anv time the Fiscal Agent shall cease to be eligible in accordance with the pro-,isions of this Section 7 04 the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 7 0D Section - 0:! Resignation and Remo al of Fiscal Agent Subject to the further provisions of this Section 7 05 the Fiscal Agent may resign at an-, time apd be discharged from its duties as the Fiscal Agent hereunder by giving at least sixty (60) days prior written notice of such resignat,on to the Secretary and the Borrowers and specifying the date on which such resignation is to take effect and the Fiscal Agent may be remo-, ed by the Secretary as the Fiscal Agent at am time with or without cause b,. gi.mg at Ieast five (D) Business Days prior written -)Ii8-, 19 27 -541- Item 20 - Page 257 notice of sach remo-,al delivered to the Fiscal went and specifying the date on which remo.aI >s to Lake effect Upon anv such resignation or removal pursuant to the terms of each Borrov er s Contract the Secretary may without other formality than appointment and designation in w-ntmg (a copv of v-,hich written instrument shall be promptly provided to the resigning or remo-,ed Fiscal Agent) appoint a successor fiscal agent pro-, ided that such successor fiscal went shall be eliggible under the provisions of Section 7 04 Any successor fiscal agent appointed as provided herein shall execute acknowledge and deliver to the Secretary the Borrowers and its predecessor fiscal agent an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor fiscal agent shall become effective and such successor fiscal agent -,k ithout any further act deed or conveyance shall become fully vested with all the rights powers duties and obligations of its predecessor hereunder v; ith like effect as if onginally named as fiscal agent herein Upon acceptance by such successor fiscal agent of its appointment hereunder or in the absence of such an appointment upon the effective date of the resignation or removal as specified in the applicable notice referred to above (or if the notice does not so specify the expiration of the sixty (60) or five (5) day period referred to above) the Fiscal Agent shall deli-, er to such successor fiscal agent or the Secretary as the case may be (i) all of the Notes and their related Guarantees (if then held by the Fiscal Agent) and other property relating to the Notes then in its custody and (ii) all funds in or otherwise to the credit of the 'vote Account other than any funds then held pursuant to Section 3 05(c) The Fiscal Agent shall otherwise release assign and deliver to such successor fiscal went or the Secretary as the case may be against receipt by such successor fiscal agent or the Secretar} as the case may be including without limitation b-, transmittino, to such successor fiscal agent or the Secretary as the case mar be for deposit in successor accounts established by the successor fiscal agent or z i 1 s 10 8 Item 20 - Page 258 -542- the Secretary as tre case may be all other property relating to the Notes in its possession and effect a transfer of stich propert4 in �,ucn manner and pu-saant to such instruments as tiie Secretary shall reasonably request The Fiscal Agent shall Iikew ise deli, er at such time to suc-i successor fiscal agent or the Secretary as the case may be all of the Note Registers and all related records and documents in its possession The Fiscal 4gent shall not be discharged from its duties or obligations hereunder following its resignation or removal until such property has been delivered to such successor or the Secretary as the case may be and transferred as provided above Section' 06 Merger or Consolidation of Fiscal Agent Any corporation into which the Fiscal went may be merged or converted or with which it may be consolidated or anv corporation resulting from any merger conversion or consolidation to which the Fiscal Agent shall be a party or any corporation succeeding to all or substantially all of the corporate trust business of the Fiscal Agent shall be successor of the Fiscal Agent hereunder pros ided such corporation shall be eligible under the provisions of Section 7 04 without the execution or filing of any paper or anv further act on the part of any of the parties hereto anything herein to the contrary notwithstanding Section 7 07 Fiscal Anent `lav Oven the Notes The Fiscal Agent in its individual or any other capacity may become owner or pledgee of the Fixed Rate 'Notes or the V anaole`Fixed Rate Notes (after the Conversion Date) yvith the same nalits it would have if it were not the Fiscal Anent Section 7 08 Fideb" Bond or Insurance So long as any 'vote is administered hereunder the Fist.al Agent shall at all times maintain a fidelity bond or such insurance covera6e 4$ C ?9 -543- Item 20 -Page 259 in respect of its fiscal agent capacin hereunder as it ordinanl, maintains when acting ir~ such capacit, Section 7 09 Fiscal -agent Not Liable for Inv estments The Fiscal Agent shall hax e no liability for an loss sustained as a result of an,, inv estments made pursuant to the instructions of anv of the parties hereto kRTICLE �, M TERIMIIN ATION Section $ 0l Termination The respective obligations and responsibilities of the Borrowers and the Fiscal Agent created hereby with respect to anv Note administered by the Fiscal Agent (other than the obligations of the Borrowers and the Fiscal Agent to make payments to Holders as hereafter set forth) shall terminate upon the final payment of the last Note administered by the Fiscal agent at its final Pnncipal Due Date No nonce need be given and final payment will be made from the corresponding Dote Account on the next following Payment Date upon presentment and surrender of the -Note at the office maintained pursuant to Section 503 With respect to each Borro" er upon the final payment of principal of and interest on each Mote far which a separate 'dote Account has been established pursuant to Section 3 05 the Fiscal Agent shall notifx the Secretary of anv monexs deposited in such Note Account that have remained unclaimed b% anv Holder entitled to receiN e the same for at least two (?) vears after the date upon which such final pat,ment should have been made The Fiscal Agent may and upon receipt of a written request of the Secretary shall pax over to the Secretary the unclaimed amount so deposited and the Holder shall thereafter look only to the Secretary for pavrnent of 30 Stem 20 - Page 260 -544- such unclaimec amount anc all liability of the Fi-cal went witr respect to such unclaimed amount shall thereon cease ARTICLE Inc MISCELL,k-EOLS PRO, ISIONS Section 9 01 Amendment No amendment modification termination or u aiver of anv provision of this Agreement nor anv consent to anv departure by any party from an,. provision hereof binding upon such party shall be effective unless the same shall be in writing and sued by the parties here�o No such amendments modification waiver or consent shall ad-, erseIti affect the rights of the Holder or Holders of any Note issued in accordance with the terms of this Agreement and outstanding at the time of such amendment modification waiver or consent absent agreement by such Holder or Holders The Fiscal Agent may but shall not be obligated to enter into anv amendments that affect its nahts duties and immunities under this Agreement Section 9 02 Inspection of Documents by Holders The Fiscal Agent shall keep a fully executed or conformed copy of this Agreement (together with all amendments supplements wan ers and consents hereto) on file at its Corporate Trust Office and shall permit reasonable inspection (and limited copvmg) to be made of this Agreement during normal business hours by any Holder or by its designee at such Person s expense pro, ided that the Person purporting to be such Holder or designee establishes his identitv and capacity to the Fiscal Agent s satisfaction Section 9 03 Governing Law This Agreement and the Notes and all nghts hereunder and thereunder and pros isions hereof and thereof shall be governed by and construed in accordance w ith the law s of the State of New York applicable to contracts made and to be s� 9 } 31 -545- Item 20 - Page 261 performed there n and the obligations rants and remedies of the partiea hereunder and thereuncer shall be ctete-mined in accordance with s�ich laws Section 9 04 Notices All demands notices and communications hereunder and under the Exhibits hereto shall be ir, writing and shall be deemed to have been duly given when and if personally dehve-ed at or mailed by registered mail postage prepaid (a) in the case of the Secretary to the United States Department of Housing and Urban Development 451 Seventh Street S 14 '�k ashington D C 20410 Attention Director Financial Management Division Office of the Assistant Secretary for Community Planning and Development or such other address as may hereafter be furnished to the Fiscal Agent in writing by the Secretary and (b) in the case of the Fiscal Agent to The Chase Manhattan Bank 450 W est 33`d Street 8`h Floor New York New York 10001 Attention Structured Finance Operations or such other address as may hereafter be furnished to the Borrowers and to the Secretary, in wnting by the Fiscal Agent The Secretary shall provide the Fiscal went with Notice information for each Borrower in the related Authonzation Order The Fiscal Agent is entitled to a copv of any notice given to any Borrower or to the Secretary by anv Holder Any notice requested or permitted to be mailed to a Holder shall be given by first class mail postage prepaid at the address of such Holder as shown in the Dote Register Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given whether or not the Holder recei,,es such notice Section 9 03 Severabilitv of Provision If any one or more of the covenants agreements provisions or te-ms of this Agreement shall be for any reason whatsoey er held in, and then such covenants agreements pros isions or terms shall be deemed severable from the remaining covenants agreements provisions or terms of this Agreement and shall in noway I$ 10 32 Item 20 -Page 262 -546- affect the , aiidit-v or enforceabilit', of the othe- pro, islom of this Agreement or of the 'rotes or the nahts of the Holders thereof Section 9 06 Counterparts This Agreement mavbe executed to several counterparts each of which shall be an onainal and all of which toL ether constitute one and the same instrument .)i13 19 JSjQnature Page Follows} -547- Item 20 - Page 263 IN NNIT`ESS NNHEREOF the Secretary and the Fiscal Agent have duh apprw ed the terms and provisions hereof by causing the names of their respective officers duly authorized to be executed on thin Aogreement 3 1Q SECRETARY OF H 0 L Sr\gG A_ti-D URBAN DE` ELOPMENT 'Name Title THE CHASE MANHATT -VN BANK as Fiscal Agent By Name Title ti; cc� �, , L,—, 34 Item 20 - Page 264 -548- IN NA IT\ESS Vt HEREOF the Secretarti and the Fiscal agent hat e dul-, appro,. ed the terms and proi, tsions hereof bt causin2 the names of their respects,. e officers duh authorized to be executed on this Agreement I Q 19 SECRETARY OF HOUSING AND URB kN DE` ELOPMENT By Name Title z i THE CHASE MANHATTAN BANK as Fiscal Anent 10 Name Title 34 -549- Item 20 - Page 265 Item 20 - Page 266 -550- EXHIBIT A 1 L S DEPART'vIENT OF HOLSI`G NND LRBAN DEN ELOPMENT SECTION 108 LOA_N GL ARANTEE PROGRAM [FOR -NI OF 1 ARIABLE/FIXED RATE DOTE (For Interim/Long-Term Financing)] NOTE NUMBER :•.,OM MA_XI!M U1'v1 COMMITMENT A —MOUNT S COMMITMENT AMOUNTS See Commitment Schedule attached hereto "v ARIABLE LNTEREST RATE As set forth Belo« REGISTERED HOLDER DATE OF MOTE PRLNCIP AL DUE DATES AN-D PRLNCIP AL AMOUNT Before the Conversion Date the aggregate of Advances made for each applicable Principal Due Date specified in the Commitment Schedule to this Note on or after the Com ersion Date the Principal Amount (if any) listed for each Principal Due Date in Schedule P & I hereto Terms Ap*ilicable Before the Cony ersion Date A Ad-, antes For A alue recei-, ed the undersigned (the Borrower A hick term includes arN successors and assigns) a public entitt organized and exis ina under the la,%s of the State (or Commonwealth if applicable) of promises to pay to the Registered Holder (the Holder A hich term includes anti successors or assigns) at the time in the manner and u ith interest at the rate or rates hereinafter prop ided such amounts as may be adti anced under this Note from time to time b�, the Holder for disbursement to or on behalf of the Borrower (indnidualh an U-vance and collectivel-v Ads antes ) The Holder shall male Ad,. antes upon the wntten request of the Borro,,; er and the appro-, al of the Secretarti of Housing and Urban DeN elopmeni or his designee (the SecretarN } pursuant to the Contract for Loan Guarantee Assistance (a- further defined in Section 1% A of this 'Note the Contract ) and the Amended and Restated Master Fiscal AgencN Agreement (the Fiscal AR.nc-, Ao-reemen ) dated as of Mai 17 2000 be*Aeen The Chase Manhattan Bank 189 19 -551- Item 20 -Page 267 (formerl,, known as Chemical Bank) as Fiscal went (the Fiscal Agent I and the Secretar- The total amount of Ad-, ances made for each Principal Due Date under this Note snalI not exceed the applicable Comnutinent Amount for such Principal Due Date set forth on the Commitment Schedule attached hereto The ag°i'egate of all Advances under this \ote for all Principal Due Dates shall not exceed the Maximum Commitment Amount suecified on the attached Conunirnmt Schedule The Fiscal Agent shall record the date and amount of all payments and Ady ances on tEits Note and maintain the books and records of all sucn Adti ances and Commitment Amounts for each corresponding Principal Due Date and all pavinents No Advances shall be made on this Note after its Conversion Date As used herein Conversion Date means the date (if anv) upon which this Note is (i) delivered by the Holder to the Tiscal Agent against pavment therefor by the purchasers selected by the Secretary to make such payment and (n) assigned to The Chase Manhattan Barak (or anv successor thereto) acting in its capacity as Trustee (the Trustee ) pursuant to a Trust Agreement among the Secretary and the-fnistee dated as of Januarn 1 1995 as such agreement may be amended or supplemented (the Trust agreement ) Upon the occurrence of both (i) and (n) in the previous sentence Section III of this ?vote applies therebv converting this Note to a fixed rate obligation B Variable Raze of Interest From and includma the date of each Adv ance to but excluding the earher of (i) the Conversion Date and (ii) the date of redemption or prepayment of such Advance pursuant to Section I D below (each such date of redemption or prepayment a Prepayment Date ) interest shall be paid quarterh at a y a.nable interest rate (as set forth below) on the unpaid principal balance of each Ad,, ance on the First day of each February May August and lvov ember (each an Interim Payment Date ) cornmencma on the first Interim Pavment Date after the Initial Adv ance is made under this Nsoie Interest also shall be paid on each applicable Conversion Date Prepavment Date or Principal Due Date The amount of interest payable on each Interim Payment Date ,%JI represent i<aterest accrued during the three month period ending immediately prior to such Interim Payment Date or in the case of the first Interim Pa-,,ment Date follow ing each Ady ance that is not made on an Interim Payment Date the period from and including the date of such Ady ance to but eveludina the first Interim Pavment Date following such Adv ance The amount of inte-esi pay able on this Notes Cony ersion Date Prepayment Date or on anv Principal Due Date that precedes such Conti ersion Date -will represent interest accrued during the period from the last Interim Pa-,rnent Date to such Cony ersion Date Prepayment Date or Principal Due Date respectii elr The initial y amble Interest rate for each Ady ance w ilI be set on the date of such Ad-, ance and will be equal to 20 basis points (0 2%) above the Applicable LIBO Rate (as hereinafter defined) and thereafter will be adjusted monthly on the first day of each month (each a Reset Date ) to a y anable interest rate equal to 20 basis points (0 2 0) above the Applicable LIBO Rate (such interest rate as reset f7orn time to time the Standard ?vote Rate ) If the Cony ersion Date for this \ote has not occurred b} the ?larch I follo.k mg the initial Ady ance under this 'vote then .)21P 19 A 1-2 Item 20 - page 268 -552- Lhe terms of Appendix A shall be used to set the -,anable interest rase If the Fiscal Agept toes not recen e notice of either a Negotiated Special Interest Rate or Holder Determined Spec al Interest Rate (as defined in Appendix A attached hereto) from the Secretan or Holder respectiyel-,, by the times specified in Appendix A to this Note then the Standard Dote Rate shall appl% for the period to x hich such 'Negotiated Special Interest Rate or Holder Determined Special Interest Rate A ould othem ise apply The Fiscal Agent may conclusry eh reiv on any such notice as to the correctness of any matters set forth therein appendix A shall be inapplicable to tlus Note on or after the Conversion Date LIBO Rate for an) riven Business Day means except in the case of manifest error the interest rate per annum published on that day in the Eastern Edition of The I& all Street Journal or anv successor publication ( t� SJ ) published bN Dow Jones & Company Inc in the section titled 'Money Rates (or anv successor section) and opposite the caption London Interbank Offered Rates (LIBOR) - three months (or any successor caption) If such rate does not appear in 'A SJ for each interest period the LIBO Rate shall be the interest rate converted to a bond equivalent vield basis for deposits in IU S dollars for three months which appears on Telerate Page 3750 or such other page as may replace Page 3"--,0 on that service or such other service or services as may be nominated by the British Bankers Association for the purpose of displaying such rate (together Telerate Page 3750 ) as of 11 00 a in London time on the day (the Determination Date ) that is two London banking days preceding the relev ant Reset Date or Ad-, ance If such rate does not appear on Telerate Page 3-50 on such Determination Date such rate shall be obtained from the Reuters Screen ISD A Page as of 11 00 a m , London time, on such Determination Date If in turn such rate does not appear on the Reuters Screen ISDA Page on such Determination Date the offered quotation from each of four reference banks (expressed as a percentage per annum) as of approximately 11 00 a m London time on such Determination Date for deposits in L S dollars to prime banks on the London interbank market for a 3-month period commencing on the Reset Date or date of such Advance shall be obtained If at least tuo such quotations are prodded the LIB RATE for such Reset Date or date of such Advance will be the arithmetic mean of the quotations rounded to fiv e decimal places If fewer than tvv o such quotations are pro-,ided as requested the LIBO RATE for that Determination Date shall be the rate nor the most recent day preceding such Determination Date for which the LIBO RATE shall hati e been display ed on Telerate Page 37 50 The LIBO RATE for any interest period shall be converted to a oond-eaui-, alent viela basis by multiplying such rate by the actual number of days in such interest penoc and di-, iding that number by 180 Applicable LIBO Rate means (1) with respect to the initial interest rate for the first Ad-, ance hereunder the LIBO Rate two London Banking Day s before the date of such first Advance (2) Aith respect to the initial interest rate for any subsequent Advance made before the first Reset Date the interest rate borne by the first Aci-,ance (3) Aith respect to the initial interest rate for anv subsequent Ad,, ance made after the first Reset Date the LIBO Rate M o London Banking Days before the immediately preceding Reset Date and (4) yNith respect to the subsequent interest rate at an,, Reset Date for an,, Advance the LIBO Rate tyro London Banking Day s before such Reset Date _ �G 19 A-1 3 -553- Item 20 - Page 269 London BanI._ing DaN means any day in u`hich dealings in deposits in Lnned States dollars are transacted in the London interbank market Interest pa-, able on or before the Con ersion Date shall be calculated on the basis of a 360 da,, -,ear and the actual number of days lapsed C Principal Amount Prior to the Conversion Date the aggregate amount of Adv ances under this Dote for each specified Principal Due Date shall be paid by the Borrov. eron such Principal Due Date (as assigned to such Adx ances by the Secretary s instructions to the Fiscal Agent in accordance «ith the Contract and the Fiscal Agencv Agreement) unless this Note is redeemed before such Principal Due Date as provided below D Redemption before Conversion Date At anv time on or before the Conversion Date the Borrower with the consent of the Secretary may redeem ttus Note in whole or in part upon fourteen calendar days notice to the Fiscal Agent and the Secretan, at the purchase price of one hundred percent (100%) of the unpaid Principal Amount to be redeemed plus accrued interest thereon to the date of redemption Partial redemptions shall be credited against the applicable Principal Amount(s) The related Commitment Amounts and the Maximum Commitment Amount shall be adjusted concurrently with any such redemptions in accordance with the Secretar} s instructions to the Fiscal Agent pursuant to the Contract and the Fiscal Agencv ko-eement II Conv ersion The following ev ents shall occur on the Conv ersion Date A Schedule P&I On the Con,. ersion Date all AdN ances o x ed by the Borrower under this Note u ith the same Principal Due Date shall be aggregated into a single Principal Amount that will accrue interest at the fixed rate applicable to such Principal Due Date Such Principal Amount may be adjusted by the Fiscal agent in accordance with the follo A ing paragraph or paragraph Iti H as applicable Whether or not adjusted the fixed rate applicable to each Principal Amount together with the applicable Principal Due Date each shall be Iisted b} the Secretan in Schedule P&I Schedule P&I «ill be pro, ided by the Secretan to the Fiscal Agent and attached to this Note by the Fiscal Agent upon the Fiscal Agent s receipt of this 1`ote on the Con-, ersion Date B Con-, ersion Date Ad% ances If on or prior to the Con ersion Date the Borrow er has nOL utilized the entire Commitment Amount indicated on the Commitment Schedule attached hereto for a given Principal Due Date the Borrower may in accordance v<ith the Fiscal Agencti Agreement and the Contract and A ith the appro, aI of the Secretan util,ze such Commitment Amou*it on the A1.1 Item 20 - Page 270 -554- Conversion Date to obtain a Conversion Dale Ad,, ante A Cony e-Sion Date Aox ante shall mean anv amount by which the Secretan ins ructs the Fiscal Agent to irerease a Principal Amount on Schedule P&I for a g N en Pnncipa Due Date effective as of the Conx ersion Date of this Note Conversion Date Adv ances shall be funded b% the sale of this Note to the purchaser selected b, the Secretar,, The proceeds of a Conversion Date Advance (net of an-, applicable fees) shall be distnbuted to or on behalf of the Borrow er on the Con,, ersion Date The Lotal amount of Conversion Date Advances shall not exceed the amount of any unused Commitment Amounts for any Principal Due Date III Terms Apphcable Upon Conversion The following terms shall apply to this Dote from the Cony ersion Date (if anv) until this 'Note is cancelled or matured and paid in full Commencing on the Conversion Date the Borrower promises to pav to the Holder on the applicable Principal Due Date each Principal Amount set forth on the attached Schedule P&I together with interest on each such Principal Amount at the rate applicable thereto specified on the Schedule P&I Interest shall be calculated and payments shall be made in the manner set forth below Interest on each scheduled Principal Amount of this 'vote due as of a gig en date specified on Schedule P&I hereto shall accrue at the related per annum rate specified on Schedule P&I from (and including) the Conversion Date to (but excluding) such Principal Due Date or, if applicable to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs Each interest amount accrued on each unpaid Principal Amount of this vote shall be due semiannually as of February 1 and August I of each year (each such February I and August 1 an Interest Due Date ) commencing on the first such date after the Conversion Date until each Principal Amount listed on Schedule P&I to this'Note is paid in full Interest shall be calculated on the basis of a 360-dav vear consisting of m eIN e 30-day months Certain Principal Amounts that are indicated as being, eligible for Optional Redemption on Schedule P&I may be paid in whole or in part at the option of the Borrow er as of anv Interest Due Date after the date specified in such schedule (an Optional Redemption ) In order to elect an Optional Redemption of a prepa-YablePrincipal Amount the Borrower shall ove notice of its intention to prepay a Principal Amount to the Trustee and the Secretar% not less than 60 days nor more than 90 days prior to the Interest Due Date as of w hich the Borrow er intends to prepa`, the Principal Amount The Trustee shall apply any payments received in respect of Optional Redemptions in accordance w ith w ritten instructions of the Borrower as appro-, ed by the Secretaiti Principal Amounts that are not indicated as being eligible for Optional Redemption on Schedule P&I ma-, not be prepaid Icq I AID -555- Item 20 - Page 271 II Gene -a] Te—q-, A Additional Definitions For purposes of this \ote the following term-, shall be aefined as folloA s Business Da`, shall mean a day on A hicn banking institutions in NeA I ork City are not required or authorized to remain closed and on A hich the Federal Reserve Bank and the New I orl Stock. Exchange are not closed If any payment (including a payment by the Secretary) is required to be made on a day that is not a Business Dar then pa\Tnent shall be made on the next Business Dad Contract shall mean the Contract for Loan Guarantee Assistance and anv amendments thereto betvA een the Secretam and the Borrower the designated public. entitv named therein (if applicable) or the State named therein (if applicable) which refers to and incorporates this Note bN the number hereof Principal Amount shall mean (i) before the Cons ersion Date for this Note, the aggregate amount of Advances made for each Principal Due Date specified in the Commitment Schedule attached to this Note less the amount of anv redemptions pursuant to Section I D hereof and anv principal repavment and (ii) on or after the Conx ersion Date the principal amount (if anv) stated for each Principal Due Date m Schedule P&I attached hereto less the amount of any principal repavment and any Optional Redemptions made pursuant to Section III hereof and the Trust Agreement B Timely Payment to Fiscal Agent or Trustee 'Votes ithstandintr anvthing contained in Section I Section II or Section III the Borrower, in accordance with the Contract shall be required to make all pavments of interest and principal including anv Optional Redemption pavment directh to the Fiscal Agent or the Trustee (as applicable) on the seventh Business Day prior to the appropriate Interim Pavment Date Interest Due Date Principal Due Date Prepawnent Date or date of Optional Redemption as applicable C Interest on Late Pavments If a Da}anent of principal or interest herein pro-, ided for shall not be made b-, either (i) 30 p m on an Interest Due Date or Principal Due Date or (ul ? 30 p m on the second Business Da,., (as herein defined) neat succeeding an Interim Paxment Date then interest shall accrue on the amount of such pavment at the then applicaole interest rate or rates patiable on this Note from the rele, ant due date as the case may be until the date such pavment is made Nothing in the immediate]-,, preceding sentence shall be construed as permitting or implving that the Borrovi er may without the written consent of the Holder and the Secretary modify extend alter or affect in anN manner "hatsoeN er the n ght of the Holder ,imel,. to recen e anv and all pavTnents of principal and interest specified in this \ote tag 0 A 1-6 Item 20 - Page 272 -556- D Applicability of Fiscal Agency Agreemenn or Trust Agreement Prior to the Com ersion Date this Note anc Ad ances apd paN--nenLs made hereunaer shall be administered pursuant to the terms of the Fiscal Agency Agreement and are subject to such agreement On or after the Con-, ersion Date this Note and Ad, ances and pa}anents made hereunder shall be admirustered pursuant to the Trust Agreement and are subject to such agreement The terms and provisions of the Fiscal Agencv Agreement or the Trust Agreement insofar as thev affect the nghts auties and obligations of the Holder andlor the Borrower are herebv incorporated herein and form a part of this Note The Borrower hereby agrees to be bound by all obligations of the Borrower to the Fiscal Agent set forth in the Fiscal Agencv Agreement Capitalized terms not defined in this \ote shall hay e the meanings ascribed to them in the Fiscal Agencv Agreement or Trust Agreement as applicable The Fiscal Agencv Agreement pros ides for the Fiscal Agent to perform certain duties including the duties of (i) paying agent and calculation agent for this Note until its Conversion Date and (ii) registrar for tlus Note until this Note is cancelled or a new registrar appointed each in accordance with the Fiscal Agency Agreement The Trust Agreement provides for the Trustee to perform certain duties including the duties of collection agent for this Note after its Conversion Date until a new Trustee is appointed in accordance with the Trust Agreement This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange as pros ided in the Fiscal Agencv Aareement The Fiscal Agent and Trustee each shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its respective corporate trust office 'Neither the Fiscal Aaencv Agreement nor the Trust Agreement shall chance the BorrovA er's pavinent obligations under this \ote E Applicability of Contract and Secretary s Guarantee - This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974 as amended (4'_' L S C § D308) (the HCD Act ) This Note is subject to the terms and provisions of the Contract to which Contract reference is herebv made for a statement of said terms and pros isions and for a description of the collateral secu-itv for this'vote The payment of principal on the applicable Principal Due Dates and interest on the applicable Interim Pavarient Dates or Interest Due Dates a alder this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee me Guarantee ) Execution of the Secretary s Guarantee is required before this Note is of octi%e and such Guarantee shall be issued pursuant to and in accordance yy ith the terms of the Contrac, and Section 108 of the HCD Act F Default A default under tNs Note shall occur Ripon failure b% the Borrow er to pay principal or interest on this 'Note v, hen due hereunder If a Borrower defaults on the payment of anv interest or Principal Amounts w hen due or if the Secretary gives notice of a final decision to declare the Borrower in default pi_rsuart to the following paragraph of this Section iti F the Secretary may but s not obligated to crake on any date on or prior to the Cony ersion Date yyith fourteen calendar days prior notice to thr- t=i�cal Agent or on the se, enth Business Day preceding any 89 19 Al V -557- Item 20 a Page 273 Interest Due Date on or after the first pe=ssible Optional Redemption Date with seen Business Days prior notice to the Trustee an acceleration pavinent to the Fiscal went or tl�e Trustee as applicable equal to the kogreaate Principal Amount of he 'Note together Aith accrued and unpaid interest hereon to such acceleration pa-,7nent date or Interest Due Date as applicable In the event that anv such acceleration payment is made from sources other than funds pledged by the Borrower as secuntN under the Contract for other Borrow er funds) the amounts paid on behalf of the Borrovz er shall be deemed to be immediatel} due and pa -,able to the Secretary Nothing in this paragraph shall be construed as permitting or implvving that the Borrow er may w ithout the written consent of the Holder and the Secretary modify extend alte- or affect in any manner whatsoev er the nght of the Holder timely to receive an,, and all payments of principal and interest specified in this Note In addition the Secretary may declare the Borrower in default under this 'Note if the Secretary males a final decisioni in accordance with the provisions of 24 C F R � 570 913 (or any successor regulation thereof) including requirements for reasonable notice and opportumty for hearing that the Borrow er has failed to comply substantially with Title I of the HCD Act Follownng the giving of such reasonable notice the Secretary may take the remedial actions specified as av ailable in the relevant provisions of the Contract pending the Secretary s final decision G HoIder s Reliance on Guarantee Following a default by the Borrower under the terms of tlus Note the HoIder agrees to rely wholly and exclusively for repavment of this Note upon the Guarantee The enforcement of anv instruments or agreements securing or othen� use related to this Note shall be the sole responsibility of the Secretary and the Holder shall not be responsible for the preparation contents or administration of such instruments and agreements or for anv actions taken in connection with such instruments and agreement The Holder to the extent it is legally able to do so shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note H Amendment This \ote may onl} be amended with the prior written consent of the Secretan and the Borrow er No such amendment shall reduce yy ithout the prior yvntten consent of the Holder of this \ote in any manner the amount of or dela) the timing of payments required to be received on this 'vote by the Holder Fiscal Agent or Trustee including Guarantee Pavments pros ided that prior to the Conversion Date the Commitment Amounts on the Commitment Schedule attached hereto and the Principal Amounts due on the corresponding Principal Due Dates may be rescheduled pursuant to written instructions oeiy en to the Fiscal Agent by the Secretary with the vntten agreement of the Borrow er and the Secretary absent the consent of the Holder 189 1 � Item 20 - Page 274 -558- I V, a,-, e~s The Borrow er hereby w air es an-, requirement for presentment protest or other demand or notice with respect to this \ote The Borrower herebti waives notice of default and opportunit, for heanng for any failure to make a pavmen, when due J Dehr and EffeC0-Ve Date This Dote is deemed issued executed and deli-, ered on behalf of the Borrow er bti its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act effecti-, e as of the date of the Secretary s Guarantee % Borrow er Specific Prop isions [This space intentionall, left blank] ..)= SOIL A19 -559- Item 20 - Page 275 IN 'A ITNESS WHEREOF the undersimeo as an authorized official or we Borrower has executed and delis ered this \ote ATTEST E-02 BORRO'" ER B-, s/ (Signature) ( I ame) (Signature) (Title) (Name) (Title) 189 4 Item 20 -Page 276 -560- NSSIGNMENT AND TR MFER For . alue rece , ee the undersiped assigns ano transfers this Note to Game and Acdrm:, of -kssianee) (Social Secunt-v or Other klenttf- ing Number of Assignee) and irrex ocabl% appoints attome,,-in-fact to transfer it on the books kept for registration of the Note with full power of substitution Dated Simature Guaranteed Qualified Financial Institution BN Authorized Simature "Note The signature to this assignment must correspond with the name as written on the face of the -Note without alteration or enlargement or other change -561- Item 20 - Page 277 APPENDD, A Special Pre Cony e-sion Interest Rates (a) The Holder and the Secretary contemplate that the majonty of the outstanding Variable Fixed Rate -votes will be purchased by under\,.—nters seteCLed by the Secretary for sale in public offerings to occur each vear If a public of enng including this Note has not occurred by each March I following the initial Advance under this Note the Secretary shall upon request advise the Holder as to when a public offerimg including this Note is expected to occur and the Holder and the Secretary agree to consult w ith each other as to what the interest rate on this dote will be after May 1 of that Year if a public offering has not occurred by such Mav 1 The Holder shall notify the Secretary if such consultation has not occurred by April I of that vear If no public offering including this -dote has occurred on or before such May I the applicable interest rate on this Note from such Mav 1 shalI be the rate (if anv) negotiated and agreed upon by the Secretary and the Holder Such rate may be the Standard vote Rate or some other rate agreed upon by the Holder and the Secretary at least tw o Business Day s before such May 1 (such other rate the 'Negotiated Special Interest Rate ) The Secretary shall notify the Fiscal Agent and the Holder in writing of any Negotiated Special Interest Rate within two Business Days of the determination thereof (b) If the Secretary and the Holder do not by the April 1 5th preceding such Mav I negotiate and agree under Section (a) of this Appendix on an interest rate applicable to this Note then the Holder mati on or before the April 20th preceding such Mav I give written notice to the Secretary of its intent to change the interest rate on this Note and if such notice w as given during such period the Holder may on such May I unilaterally determine (subject to the terms of this paragraph) the interest rate that this -dote will bear (such rate the Holder Determined Interest Rate ) from and including such Mav 1 to but excluding the earliest of (i) the Conversion Date (ii) the date triat this -vote is purchased by a new Holder (as described in Section (c) below) or (iii) a Monthly Special Reset Date (as defined below) Interest from and including such May 1 to but excludmg the Public Offering Date shall be paid on the unpaid principal balance of all outstanding Ad,, antes under this Mote at the rate(s) to be determined by the Holder which. based upon then prey ailing market conditions and taking into account all the circumstances will enable the Holder to sell this Note at one hundred percent 000%) of the aggregate amount of all Advances hereunder pnor to the date of such sale Such interest rate shall be determined as of such May 1 and shall be determined asain on the foregoing basis on the first of each month thereafter (the first of each month after such May I a Monthly Special Reset Date ) The Holder shall notify the Fiscal AQert and the Secretary in writing w ithin two Business Days follow ng such dates of the determination of the Holder 3_IS9 19 Item 20 -Page 278 -562- Determi-iea Interest Rate and each applicable ipte-est r a*e de,erm iee on a N1onthlt Special Reset Date (c) If the Secretan and the Holder hay e failea to agree upon an interest rate pursuant to Section (a) of this Appendix A the Secretan upon see en calendar dava notice to the Holder may arrange for the purchase of this Note in =ull b,, anetner entit', on the follow ina Mav I or anv Business Da, hereafter If such a purchase occurs the Holder shall sell and assign this 'Note to the purchaser thereof w thout recourse to the Holder and deln er this Note and its Guarantee to the Fiscal Agent for registration m the name of the purchaser thereof in accordance w ith the Secretary s written instructions The purchase price for this Note shall be 100% of the aggregate amount of all AdN ances ow mg hereunder plus accrued interest to the date of purchase Pavirient to the Holder of the purchase price for this dote shall be made by the purchaser thereof in Federal funds at the offices of the Holder or at such other place as shall be agreed upon by the Holder and the Secretary at 10 00 a m New York time on the date of purchase After such purchase date this Note shall bear a rate of interest negotiated between the Secretan and the new interim Holder (the 'New Purchaser Special Interest Rate') The Secretary shall notify the Fiscal Agent and the new purchaser in wasting of any New Purchaser Special Interest Rate within two Business Days folIowinQ the date of determination thereof (d) Notwithstanding Sections (a) through (c) (inclusive) of this Appendix no Borrower is obligated to pav interest at a v an able rate exceeding the maximum rate permitted by generalIv applicable law of the Borrowers state (such rate the Maximum Rate ) If the Borrower receives notice of a,. anable interest payment that exceeds the Maximum Rate then the Borrower shall timely pa-, such amount as does not exceed the Maximum Rate and concurenth shall notify the Secretary and the Fiscal agent of the reason for any interest non-pavrnent .>- 8919 -563- y�l�r'_ Item 20 - Page 279 C0k4tifITv1E'\T SCHEDLLE dote NO Pnncipal Due Date Commitment Amount August 1 2000 $[[ )) August 1 2001 it 11 August 1 2002 August 1 2003 (( )] August 1 2004 ([ )) August 1 2005 [ [ lI August 1 2006 [[ ]] August 1 2007 [[ )] August 1 2008 [[ )) August 1 2009 [[ ]) August 1 2010 [[ Il August 1 2011 [[ ]) August 1 2012 [[ Il August 1 2013 [[ ll August 1 2014 [[ Jl August 1 2015 If )) August 1 2016 [[ )) August 1 2017 If ]) August 1 2018 If ]) August 1 2019 511 11 tilaaimum Commitment Amount = [( 089 9 Item 20 - Page 280 -564- SCNEDI LE D&I \o - \o Principal Pi-mcipal AmoLpt Due Date Interest Rate Optionai Redemption Aiailable YES NO $ August I 2000 August 1 2001 August 1 2002 x August 1 2003 August 1 2004 x August 1 2005 x August 1 2006 x August 1 2007 x August 1 2008 x August I 2009 August 1 2010 x August 1 2011 X August 1 2012 X August 1 2013 x August 1 2014 X Au--u�t 1 201 --� x August 1 2016 x augLst 1 2017 x August 1 2018 x August 1 2019 x = Aggregate Principal Amount Principal Amounts for -,-,hicti Optional Redemption is a-,aiiable ma,. be redeemed subject to the terms contained herein and irr, the True Agreement on any Interest Due Date on or after 1 1 201 1 2 8919 -565- Item 20 - Page 281 Item 20 - Page 282 -566- EXHIBIT A-? [FORM OF FIXED RATE NOTE (IF NO I`TERIM FIN-kNCI-NG LSED)) NOTE INO REGISTERED DATE HOLDER THE CHASE NviA-N`HATT-VN B ANK AGGREGATE PRPvCIPAL AIMOL'NT $ For value recei% ed the undersigned (the Borrower which term includes am, successors or assigns) a public entity or agency organized and existing under the laws of the State (or Commonw ealth if applicable) of promises to pav to the order of THE CHASE MANH ATTAN B ANK as Registered Holder (the Holder which term includes anv successors or assigns) the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I Interest shall be calculated and pavments shall be made in the manner set forth below The Holder is acting hereunder on behalf of a trust (the Trust ) created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development (the Secretarn ) and The Chase Manhattan Bank as trustee (the Trustee ) dated as of January 1 1995 as amended (the Trust Agreement ) as supplemented by the applicable Supplement to the Trust Agreement by and between the Secretar-. and the Trustee A Pnncipal and Interest Interest on a PnnciDal -amount of this mote that is due as of a given date specified on the Schedule P&I attached hereto (such date the Principal Due Date for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from (and including) the date hereof to (but excluding) such Principal Due Date or if applicable to the applicable Interest Due Date on ,�Nhich an Optional Redemption (as defined below) occurs The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February I and August 1 of each year (each an Interest Due Date ) commencing on [February August] 1 [_ _I until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is paid in full Interest shall be calculated on the basis of a 360-da,• ,ear consisting of M else 30 cap months -)<25 9 -567- Item 20 - Page 283 B Optional Redemption Certain Principal Amounts indicated as being c11-1Dle for Optional Redemution or, the Schedule P&,I hereto ma% be paid in whole or in part at the option of the BorroA er as of an,, Interest Due Date on or after the date specified in such Schedule (an Optional Redemption ) In order to elec' an Optional Redemption of a redeemable Principal Amount the Borrow er shall give notice of its intention to redeem a Principal mount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of w hich the Borrow er intends to redeem the Principal Amount The Trustee shall appi% an% payments received in respect of Optional Redemptions in accordance with wntten instructions of the Borrower as approved b,, the Secretary Principal Amounts that are not indicated as bemv ehQible for Optional Redemption on such Schedule may not be prepaid y C Additional Definitions For purposes of this Note the following terms shall be defined as follows Business Dav shall mean a day on which banking institutions in New "York City are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed If any payment (including a payment by the Secretary) is required to be made on a day that is not a Business Day then pa,"Ment shall be made on the next Business Dav Contract shaII mean the Contract for Loan Guarantee Assistance and any amendments thereto betvy een the Secretary and the Borrower the designated public entity named therein (if applicable) or the State named therein (if applicable), which refers to and incorporates this Note by the number hereof D Borrow er s Timely Pavment to Trustee Notwithstandm!z anvthina contained in this Dote the Borrower in accordance with the Contract shall be required to make all payments of interest and principal including anv Optional Redemption payment directly to the Trustee on the seventh Business Dav prior to the appropriate Interest Due Date Principal Due Date or date of Optional Redemption as applicable E Interest on Late Pavinents If a pa-,-ment of principal or interest herein prov ided for has not been duly receiv ed by the Holder from either the Borrow er or the Secretary by the close of business on the applicable Interest Due Date or Principal Due Date interest shall accrue on the amount of such pa-Vrment at the applicable interest rate or rates payable on this Note f-om the relev ant due date until the date such pav-ment is made 'nothing in the immediately preceding sentence shall be construed as permittm2 or implying that the Borrower may without the written consent of the Holder and the Secretary modifv extend alter or affect in anv manner whatsoever the ncht of the Holder timelv to recene any and all payments of principal and interest specified in this Note _Zbi o A-2 Item 20 - Page 284 -568- F-kDphcabitttt of Fiscal AQenc-, A�-eement and Trust Agreement This \ote and pa -meats made hereunaer shall be administered pursuant to the terms of the Trust Agree-nent and are subject to such agreement The terms and provisions of the Trust Agreement insofar as then affect the nghts duties and obligations of the Holder and or the Borrower are herebv incorporated herein and form a part of this Note Capitalized terms not defined in this Note shall have the meanings ascribed to them in Trust Agreement The Amended and Restated Master Fiscal Agencv Agreement dated as of k1av 17 2000 between the Secretan and The Chase Manhattan Bank as Fiscal Agent (the Fiscal Agencv Agreement ) provides for The Chase Manhattan Bank acting as Fiscal Agent to perform certain duties including the duties of registrar for this Note until this Note is cancelled or a new registrar appointed in accordance with the Fiscal Agency Agreement The Trust Agreement provides for the Trustee to perform certain duties including the duties of paying agent and collection agent for this Note until a new Trustee is appointee in accordance with the Trust Agreement This 'dote may be surrendered to the Fiscal Agent for registration of transfer or exchange as provided in the Fiscal Agencv Agreement The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agencv Agreement or Trust Agreement kept on file at its corporate trust office Neither the Fiscal Agencv Agreement nor the Trust Agreement shall change the Borrowers payment obligations under this mote G Applicability of Contract and Secretary s Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section I08 of Title I of the Housing and Community Development Act of 1974 as amended (42 U S C § 5308) (the HCD Act ) This Note is subject to the terms and provisions of the Contract to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note The payment of pnncipal on the applicable Principal Due Dates and interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the Guarantee ) Execution of the Secretary s Guarantee is required before this Note is effectiv e and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act H Default A default under this 'Note shall occur upon failure by the Borrower to pay pnncipal or interest on this Note when due to the Trustee hereunde- If a Borrower defaults op the payment of anv interest or Prncipal Amount when due or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph the Secretary ma} but is not obligated to make on the seventh Business Day preceding anv Interest Due Date on or after the first permissible Optional Redemption Date with seven Business Days prior notice to the Trustee an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Dote together with accrued and unpaid interest thereon to such Interest Due Date In the event that an} such acceleration payment is made from sources other than funds pledged by the Borrower as security under the Contract (or other Borrower funds) the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary Nothing in this parag-aph shall be construed as permitting or implving that the Borrower may without the 61 o A 2 33 -569- Item 20 - Page 285 wnnen consent of the Holder and the Set-retary modif` eyte*id alter or af�ect in ant manner w hatsoe-, er the nght of the Holder timely to recei, e any and ail payments of principal apG interest �,pec,fied in this 'rote In addition the Secretary ma,, declare the Borro« e- in aefault under this Note if the Secretary snakes a final decision in accordance with the provisions of 24 C F R § .)70 9I3 (or an} successor regulation thereof) including requirements for reasonable notice and opportunity for hearing that the Borrow er has failed to comph substantial], w ith Title I of the HCD Act Following the giv mg of such reasonable notice the Secretary may take the remedial actions specified as available in the relevant provisions of the Contract pending the Secretary s final decision Holder s Reliance on Guarantee Followma a default by the Borrower under the terms of this Note the Holder agrees to rely wholly and exclusively for repayment of this 'Note upon the Guarantee The enforcement of any instruments or agreements securing or othen� ise related to this Note shall be the sole responsibility of the Secretary and the Holder shall not be responsible for the preparation contents or administration of such instruments and agreements or for anv actions taken in connection with such instruments and a!�,reement The Holder to the extent it is Iegally able to do so shall bind or cause to be bound its successors and assigns to aII limitations imposed upon the Holder by this Note 3 Amendment This Note may only be amended with the prior written consent of the Secretary and the Borrower No such amendment shall reduce without the prior written consent of the Holder of this Note in any manner the amount of or delav the timing of pavments required to be received on this Mote by the Holder or Trustee includmz Guarantee Payments K Ik aiy ers The Barrow er hereby w an es any requirement for presentment protest or other demand or notice w ith respect to this Note The Borrower hereby waives notice of default and opportunity for heannQ for any failure to make a pavment when due L Delivery and Etfective Date This Note is deemed issued executed and delivered on behalf of the Borrower by its authonzed official as an ooligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act effective as of the Gate of the Secretary s Guarantee M Borrower Specific Provisions [This space intentionally left blank] [Signature page follow s] __6t Q A 2-4 Item 20 - Page 286 -570- rN �k ITtiESS N� HEREOF the unaersi`ned as an authonzed official of the Borro« er has erecuiec and detr� ered this \ote ATTEST (Signature) (\ame) (Title) _-D o BORRO« ER BN (Signature) (N ame) (Title) A2� -571- Item 20 - Page 287 SCHEDLLE P&I Principal Principal Amount Due Date Interest Rate Optional Redemmion Availaole YES \O S August 1 2000 X August 1 2001 h Augus 1 2002 Aug.ist 1 200 h AuL7ust I 2004 x August 1 200' X August 1 2006 }{ August 1 200- x August 1 2008 X August 1 2009 X August I 2010 August 1 2011 }t Augus 1 2012 j{ August 1 201 � X AtiguSL 1 2014 x august 1 201--) x August 1 2016 X August 1 201 - X August 1 2018 X August 1 2019 x Aggregate Principal Amount of Note S Principal Amounts for which Optional Redemption is available may be redeemed subject to the terns contained herein and in the Trust Agreement on anv Interest Due Date on or after 1 1 201 1 j_26 [ a Item 20 -Page 288 -572- EXHIBIT B [FORM OF GU NRANTEE] L S DEP-kRTNIENT OF HOUSING NND URB kN DEk ELOPMENT COMNILNITN DE` ELOPVIENT BLOCK GRANT PROGRAM GL NRANTEE OF THE SECRETNRl OF HOUSING AND LRBA-N DEVELOPMENT NOTE NUMBER DATE OF NOTE MAXIMUM COMMITMENT kNIOUNT S Guarantee issued pursuant to Section 108 of the Housing and Communitv Development Act of 1974 as amended TO HOLDER (as defined in the above -referenced Note) The Secretary of Housing and Urban Development pursuant to Section 108 of the Housing and Community Development Act of 1974 as amended but not personally herebv unconditionally guarantees to the holder of the attached Note (as described abov e) and pledges to such holder the full faith and credit of the United States of America for the pavment of the principal and interest when and as due on such Note in accordance with its terms The Secretary waives anv requirement for presentment protest or other demand or notice w ith respect to such \ote The v alidity of this Guarantee is incontestable in the hands of anv holder of such Note IN VN ITNESS VA HEREOF the Secretarti of Housing and Lrban Development or his duly authorized representativ e has signed this Guarantee Secretar) of Housing and Urban Dezelopment B,% Date jt 1t B-1 W7 -573- Item 20 - Page 289 Item 20 m Page 290 -574- EXHIBIT C [FORM OF AL THORIZ ATION ORDER] The Chase Manhattan Bank (formerly known as Chemical Bank) as Fiscal Agent under the Agreement referred to below 450 W est 33 a Street 81h Floor Nevi York Nei-, York 10001 Attention Structured Finance Operations Department Dear Sirs The follo,%ing information is being furnished to you pursuant to Sections 2 03 and 2 04 [(a) or (c) as applicable] of the Amended and Restated Master Fiscal Agency Agreement ( Agreement 1 dated as of klav 17 2000 providing for the issue of S Government Guaranteed Notes Capitalized terms used herein and not otherwise defined herein have the same meanings as in the Agreement [The folloi-,ina information must be provided regarding each Note to be (i) registered in the name of and deli-, ered to the initial Holder pursuant to Section 2 04(a) of the Agreement or (n) deli-, ered to the Trustee after attachment of a Schedule P&.I pursuant to Section 2 04(c) of the Agreement (a) � anable Fixed Rate Note Fixed Rate Note (b) Note Number (c) Borro.; er '\ ame Address Attu (d) Name and address of initial Holder (e) Principal Commitment [Initial Principal Due Date Amount 4mount Adi ance Amount] 1K, ,9 C1 -575- Item 20 -Page 291 I A.Ltach e her (' ) cop), Of \OLe or t ^ i SLheaule P&I az applicable J (*) Disbursement Date and Disburre-nent Instruct ons for unit al Aa,,ance (g) [State wnether the Notes and their related Guarantee are to be held pmsicalIti bN the Fiscal Agent or transferred to Holder and the date such deli-, er, or t--ansfer is to occur J (h) [State �A hether the 'votes are subject to redemption or acceleration prior to their Principal Due Dates indicated above and if so the terms and conditions relating to anv redemption or acceleration] O [ Addi,ional directions such as identification of Schedules for eachNote that may be replaced with substitute pages enclosed herewith ] (d) [Such other matters as the Secretary and the Fiscal Agent may aiaree including additional gavTnent instructions i e instructions to the Fiscal Agent regarding disbursement of amounts adi anced or receu, ed under the Notes] and application of funds received by the Secretary from the Borrower J ou are herebN instructed [to deliver such Notes to their initial Holder against payment of the initial Ad-,, ance Amount on the date of the initial Advance authorized hereunder J [to attach the related Schedule P&..I to such Notes and dehN er them to the Trustee] [BRACKETED LANGUAGE MAY BE INCLUDED AS APPLICABLE ] S o en truN yours SECRETARY OF HOUSING AND URBAN DEVELOPMENT M '\ ame Title C 7 Item 20 - Page 292 -576- EXHIBIT D [FOR -NI OF ADN A.N CE ORDER] The Chase Manhattan Bank as Fiscal Agent 450 West 33 c Street 8`h Floor '_yew York New York 10001 Attention Structured Finance Operations Department Re Ads ance Order Vanable/Fixed Rate Note No IName of Borrowerl To Whom It May Concern The following information is being furnished pursuant to Section 2 04(b) of the Amended and Restated Master Fiscal Agency Agreement ( Agreement ) dated as of May 17 2000 Capitalized Terms used herein, but not defined shall have the meanings ascribed to them in the AL-reement The Borrower has requested and the Secretary appro,, ed�an Advance under the above referenced V anable/Fixed Rate Note '� ou are hereby instructed that the following Advance[s] ha% e been authorized for such Note Advance amount Principal Due Date(s) for Advance Funding Date of Adti ance Disbursement Instructions for Ad,.ance [Sucn other information as the Secretar} and the Fiscal Agent may agree J � ou are hereby instructed to notifv the Holder of the above -referenced Mote of the above information Lpon receipt of funds from the Holder on the date of the Adtiance you must in D- I -577- Item 20 - Page 293 accordance -"i& Sectior 2 04(d) and (e) of the ATreement (i) disburse sacl, Ad-,ance to the Borro« e- and (n) update %ou- recoras to reflect he abo, e Ad, ance Is 19 en trulh `ours SECRETARI OFHOLSING AND LRBA\ DE` ELOPMEN'T MOS D-2 Name Title Item 20 -Page 294 -578- EXHIBIT E [FORtiI OF NOTICE OF MISSED BORRONN ER PA-VMENT FROM FISCAL AGENT TO SECRETARY] Secretary t nited States Department of Housing and Urban Development 451 Seventh Street S �'k W ashinaton D C 20410 Attention Director Financial Management Division Office of the Assistant Secretary for Community Planning and Development Re Amended and Restated Master Fiscal Agencv Agreement dated as of MaV 17 2000 (the Apieement' ) Dear Sir or Madam We are furnishing this notice to you pursuant to Section 3 05 of the above -referenced Agreement Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned m the Agreement This letter confirms our earlier telephone notice to you that we have not recent ed the pavment required to be made on the Note of [insert Borrower name] Note No with Principal Due Dates] of [August] 1 in the amount of S Such amount represents [principal] [interest] [fees] on such Note We agree to notnfti you no Iater than 10 00 a m (New York Citv time) on [insert Business Day next succeeding the relev ant Pavment Date] if u e hati e not received such payment by the close of business on [insert relex ant Payment Date] 'v er% truly yours THE CHASE MANHATTAN BANK (formerly known as Chemical Bank) as Fiscal Agent under the Agreement 'Name Title 3Fis iU 11 E1 -579- item 20 - Page 295 Item 20 - Page 296 -580- EXHIBIT F [FOR --VI OF NOTICE FOR GLARACNTEE PAYMENT FROM FISCAL AGENT TO SECRET ARNJ Secre*ary L ruted States Department of Housing and Lrban DeN elor)ment 451 Seventh Street S W Ny ashirgton D C 20410 Attention Director Financial Management Division Office of the Assistant Secretar} for Communit, PlanrunLy and Development Re Amenaed and Restated Master Fiscal Agency Agreement dated as of Mav 17 2000 (the Agreement Dear Sir or Madam Nye are famishing this notice to you pursuant to Section 3 06 of the above referenced Agreement Capitalized terms used herein and not otherwise defined herein shall haN e the meanings assigned in the Agreement This letter confirms our previous telephone notice to you that we have not receii ed the payment required to be made on the 'Nlote of [insert Borro« er name] Note No with Principal Due Dates] of [August] I in the amount of S Our letter dated to you notified Nou that w e had not recei, ed such payment as of such date NA e are wntmg this letter to inform you that you are required pursuant to your Guarantee of such Note to make a Guarantee Pavment in the amount on S in respect of the abo,� e-mentioned Note Paw went should be made by wire transfer to us in immediatel-v available funds to F-I -581- Item 20 - Page 297 [Insert xN ire ins actions here j t en truly yours THE CHASE NLANHATTA-\ Bk\K as Fiscal Agent under the Agreement IM 'Name Title s � F Item 20 -Page 298 -582- EXHIBIT G SCHEDULE OF FISCAL kGE-NT FEES FOR V ARIABLE/FIXED RATE NOTES SERVICES Each BorroA er shall pa,, a fee to the Fiscal Agent of $70 00 per Advance broken do,,4n as follo,A s $15 — custodial fiscal acencv services $25 — wire fee S30 — paving agencv services The Fiscal Agent shall deduct such fees from each Advance due to each Borrower at the time the Fiscal Agent remits the related Advance proceeds In addition Borrowers with V anable/Fixed Rate Notes remaining in -, anable rate mode after any public offering of certificates of participation pursuant to the Trust Agreement shall pay an Administration Fee of $100 per quarter The Fiscal Agent shall include each such quarterly Administration Fee as a line item in the related quarterly notification of amounts due under Section 3 04 of this Agreement Each quarterly Administration Fee is due from the Borrower to the Fiscal Agent at the same time as the Borrowers quarterly interest payment to the Fiscal Agent If unpaid when due the quarterly Administrative Fee may be deducted by the Fiscal Agent from anv subsequent Advance or Conversion Date Advance made to the related Borrower DCiiB1 9('-0 1 '60 0000 m-eerrr M r h 10 f,00 -583- Item 20 e Page 299 Item 20 - Page 300 -584- Fred RvL INOtL 2010 A 20-,0 4 b 10 U S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Fixed Rate Note for Series 2010-A Certificates BORROWER Redex elopment Agency of the City of Huntington Beach CA NO'I E NO B 97-MC 06 0506-A REGISTERED HOLDER DATE THE BANK OF NEW YORK MELLON AGGREGATE PRINCIPAL AMOUNT $ 3 665,000 For value received the undersigned the Redevelopment Agency of the City of Huntington Beach (the 'Borrower 'which term includes any successors or assigns), a public entity or agency organized and existing under the laws of the State (or Commonwealth, if applicable) of California, promises to pay to the order of THE BANK OF NEW YORK MELLON as Registered Holder (the "Holder which tern includes any successors or assigns) the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I Interest shall be calculated and payments shall be made in the manner set forth below The Holder is acting hereunder on behalf of a trust (the' Trust") created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development (the "Secretary") and Chemical Bank (now known as The Bank of New York Mellon), as trustee (the "Trustee') dated as of January 1, 1995, as amended (the "Trust Agreement ) as supplemented by the applicable Supplement to the Trust Agreement by and between the Secretary and the Trustee A Principal and Interest Interest on a Principal Amount of this Note that is due as of a given date specified on the Schedule P&I attached hereto (such date the 'Principal Due Date" for such Principal Amount) shall accrue at the per annurn rate specified on such Schedule P&I from (and including) the date hereof to (but excluding) such Principal Due Date or if applicable to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February I and August l of each year (each an "Interest Due Date") commencing on February 1 2011 until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is paid in full Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months -585- Item 20 - Page 301 B Optional Redemption Certain Principal Amounts indicated as being eligible for Optional Redemption on the Schedule P&I hereto may be paid, in Ahole or in part, at the option of the Borrower as of any Interest Due Date on or after the date specified in such Schedule (an "Optional Redemption") In older to elect an Optional Redemption of a redeemable Principal Amount the Borrower shall give notice of its intention to redeem a Principal Amount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of wlnL.li the Borrower intends to redeem the Principal Amount The Trustee shall apply any payments recen ed in respect of Optional Redemptions in accordance with written instructions of the Borrower, as approved by the Secretary Principal Amounts that are not indicated as being eligible for Optional Redemption on such Schedule may not be prepaid C Additional Definitions For purposes of this Note the following terms shall be defined as follows "Business Day' shall mean a day on which banking institutions in New York, New York are not required or authorized to remain closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed If any payment (including a payment by the Secretary) is required to be made on a day that is not a Business Day, then payment shall be made on the next Business Day "Contract' shall mean the Contract for Loan Guarantee Assistance, and any amendments thereto, between the Secretary and the Borrower, the designated public entity named therein (if applicable) or the State named therein (if applicable) which refers to and incorporates this Note by the number hereof D Borrower's Timely Payment to Trustee Notwithstanding anything contained in this Note, the Borrower, in accordance with the Contract, shall be required to make all payments of interest and principal, including any Optional Redemption payments directly to the Trustee on the seventh Business Day prior to the appropriate Interest Due Date, Principal Due Date or date of Optional Redemption as applicable E Interest on Late Payments If a payment of principal or interest herein provided for has not been duly received by the Holder from either the Borrower or the Secretary by the close of business on the applicable Interest Due Date or Principal Due Date, interest shall accrue on the amount of such payment at the applicable interest rate or rates payable on this Note, from the relevant due date until the date such payment is made Nothing in the immediately preceding sentence shall be construed as permitting or implying that the Borrower may, without the written consent of the Holder and the Secretary, modify, extend, alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of prmc ipal and interest specified in this Note Item 20 - Page 302 -586- F Applicability of Fiscal Agency Agreement and Trust Ageement This Note and pavznents made hereunder shall be administered pursuant to the terms of the I i ust Agreement and are subject to such agreement The terms and provisions of the Trust Agreement insotai as thev affect the rights, duties and obligations of the Holder and/or the Borrower aie hereby incorporated herein and form a part of this Note Capitalized terms not defined in this Note shall have the meanings ascribed to them in Trust Agreement The Amended and Restated Mauer Fiscal Agency Agreement dated as of May 17, 2000, between the Secretary and The Chase Manhattan Bank (now known as The Bank of New Yoik Mellon) as Fiscal Agent (the Fiscal Agency Agreement") proN ides for JPMorgan Chase Bank, acting as Fiscal Agent to perform certain duties including the duties of registrar for this Note until this Note is canceled or a new registrar appointed in accordance with the Fiscal Agency Agreement The Trust Agreement provides for the Trustee to perform certain duties including the duties of paying agent and collection agent for this Note until a new Trustee is appointed in accordance with the Trust Agreement This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its corporate trust office Neither the Fiscal Agency Agreement nor the Ti ust Agreement shall change the BorroN& er's payment obligations under this Note G Applicability of Contract and Secretary's Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U S C S 5308) (the "HCD Act") This Note is subject to the terms and provisions of the Contract to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note The payment of principal on the applicable Principal Due Dates and of interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee") Execution of the Secretary's Guarantee is required before this Note is effective and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act H Default A default under this Note shall occur upon failure by the Borro'A er to pay principal or interest on this Note when due to the Trustee hereunder On any Interest Due Date on or after the first permissible Optional Redemption Date, if either (i) a Borrower defaults on the payment of any interest or Principal Amount when due or (ii) the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph, then the Secretary may, but is not obligated to make an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note, together with accrued and unpaid interest thereon to such Interest Due Date The Secretary shall give notice of such payment on the fourteenth Business Day preceding such Interest Due Date and shall make such payment on the seventh Business Day preceding such Interest Due Date In the event that any such acceleration payment is made from sources other 3 -587- Item 20 - Page 303 than funds pledged by the Borrower as security under the Contract (or other Borrower funds) the amounts paid on behalf of the Borro,.; er shall be deemed to be immediately due and payable to the Secietary Nothing in this paragraph shall be construed as permitting or implying that the Borrower may without the written consent of the Holder and the Secretary modify extend alter or affect in any manner whatsoever the right of the Holder timely to receive any and all payments of principal and inteiest specified in this Note In addition the Secretary may declai e the Borrower in default under this dote if the Secretary makes a final decision in accordance �k ith the provisions of 24 CPR § 570 913 (or any successor regulation thereof) including requirements for reasonable notice and opportunity for hearing that the Borrow er has failed to comply substantially with Title I of the HCD Act Following the gig ing of such reasonable notice the Secretary may take the remedial actions specified as a-,ailable in the relevant provisions of the Contract pending the Secretary's final decision Holder's Reliance on Guarantee Following a default by the Borrower under the terms of this Note, the Holder agrees to rely wholly and exclusively for repayment of this Note upon the Guarantee The enforcement of any instruments or agreements securing or otherwise related to this Note shall be the sole responsibility of the Secretary and the Holder shall not be responsible for the preparation contents or administration of such instruments and agreements or for any actions taken in connection " ith such instruments and agreement The Holder, to the extent it is legally able to do so, shall bind or cause to be bound its successors and assigns to all limitations imposed upon the Holder by this Note Amendment This Note may only be amended with the prior written consent of the Secretary and the Borrower No such amendment shall ieduce without the prior written consent of the Holder of this Note in any manner the amount of, or delay the timing of, payments required to be received on this 'Mote by the Holder or Trustee, including Guarantee Payments K Waivers The Bon o�N cr hereby waives any requirement for presentment protest or other demand or notice with iespect to this Note The Borrower hereby waives notice of default and opportunity for hearing for any failure to make a payment k& hen due L Delivery and Effective Date This Note is deemed issued executed and delivered on behalf of the Borrower by its authorized official as an obligation guaranteed by the Secretary pursuant to Section 108 of the HCD Act effective as of the date of the Secretary s Guarantee Gl Item 20 - Page 304 -588- RI Borrower Specific Provision-, [phis space intentionally left blank] -589- Item 20 - Page 305 THE UNDERSIGNED as an authorized official of the Borrower has executed and delivered this Note Huntmzton Beach Redevelopment Agency Of The City Of, California BORROWER BY (Signature) (Name) (TiLtle) n Item 20 - Page 306 -590- SCHEDULE P&I Note No B-97-MC 06-0506-A Borrower Redevelopment AgencN of the City of Huntington Beach California Principal Amount Principal Due Date Interest Rate Optional Redemption Ax ailable N ES NO $ 310,000 August 1 2011 $ 330 000 August 1 2012 $ 350,000 August 1 2013 $ 375,000 August 1 2014 $ 400 000 August 1 2015 S 430,000 August 1 2016 $ 460 000 August 1 2017 $ 490 000 August 1 2018 $ 520 000 August 1, 2019 $ August 1, 2020 $ August 1, 2021 $ August 1 2022 $ August 1, 2023 $ August 1 2024 $ August 1 2025 $ August 1 2026 $ August 1 2027 $ August 1, 2028 $ August 1 2029 $ August 1, 2030 3 665,000 = Aggregate Principal Amount Principal Amounts due on or after August 1 2021 for which Optional Redemption is available may be redeemed subject to the terms contained herein and in the Trust Agreement, on any Interest Due Date on or after August 1 2020 -591- Item 20 - Page 307 po opinion dpa 6-4-10 SECTION 108-GUARANTEED LOANS MODEL LEGAL OPINION FOR SERIES 2010-A PUBLIC OFFERING [July 2010] [These models for use only by counsel to CDBG entitlement grantees using a designated public agency/Borrower to issue the guaranteed Note] [Please review instructions following opinions] [Model No 1 - Combined Opinion from attorney or firm representing both designated public agency and local government If this model is used, Models 2 and 3 are unnecessary ] Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State [Commonwealth] of , is acting as legal counsel both to the [City, County, etc ] of [Insert name of City, etc ] and to [Insert name of designated public agency] ("Borrower"), the public agency the [City, County, etc ] has designated to issue the promissory notes referred to herein and to receive the proceeds thereof in connection with the transaction covered by this opinion As such, I [we] have represented the [City, County, etc ] and the Borrower regarding certain promissory notes, collectively referred to as Note No [See in the Aggregate Principal Amount of $ instruction 5 below] (the 'Note"), to be executed by Borrower payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ('HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ("Section 108 ) The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 between the [City, County, etc ], the Borrower, and HUD (the "Contract"), in which the [City, County, etc ] and the Borrower pledge Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), as well as any other security specified in the Contract, as security for HUD's guarantee In my [our] capacity as legal counsel, I [we] have made an examination and investigation of all such matters of fact and Item 20 e Page 308 -592- questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined 1 [Cite applicable provisions of the Constitution and/or Statutes of the State [Commonwealth] ] [optional] 2 [Cite applicable provisions of Charter and Ordinances of the City, County, etc ] [optional] 3 A Resolution of the governing body of the [City, County, etc ] dated which (i) authorizes the [City, County, etc ] to enter into this transaction, (ii) authorizes [Insert name or title of official authorized to execute Contract for City, etc ] to act as the official representative of the [City, County, etc ] and to execute on behalf of the [City, County, etc ] all documents necessary or desirable to accomplish the transaction, and (iii) designates the Borrower to act as such in connection with the transaction 4 A Resolution of the governing body of the Borrower dated which (1) authorizes the Borrower to enter into the transaction, and (ii) authorizes [Insert name or title of official authorized to execute Note for Borrower] to act as the official representative of the Borrower and to execute on behalf of the Borrower all documents necessary or desirable to accomplish the transaction 5 The Contract 6 The Note 7 The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, the Trust Agreement dated as of January 1, 1995, and the form of Supplement to the Trust Agreement to be executed by the Secretary of HUD for the closing of the public offering Based on the foregoing investigation and authorities, I am [we are] of the opinion that 1 The [City, County, etc ] and the Borrower have authorized this transaction in accordance with [the cited] [applicable] State and local law, including issuance of the Note by the Borrower, the pledge of grant funds by the [City, County, etc ] and by the Borrower, and the execution of all documents necessary or desirable to accomplish the transaction 2 The [City, County, etc ] has authorized [Insert name 2 -593- Item 20 - Page 309 of authorized officials) who executed Contract for City, etc ], in [his, her] capacity as [Insert title] , to execute the necessary documents, including the Contract, on behalf of the [City, County, etc ] 3 The Borrower ha authorized official (s) [his, her] capacity as _ necessary documents, inc behalf of the Borrower s authorized [Insert name of who executed Note for Borrower) [Insert to siding the Note e] , to execute nd the Contract, _, in the on 4 The Note and the Contract have been duly executed by the aforementioned authorized representative of the Borrower, the Contract has been duly executed by the aforementioned authorized representative of the [City, County, etc ], and upon delivery thereof, due execution of the Contract and Guarantee on behalf of HUD, and receipt of the loan proceeds on behalf of the Borrower, the Note and Contract shall be valid, binding and enforceable obligations of the Borrower, and the Contract shall be a valid, binding and enforceable obligation of the [City, County, etc ] 5 The pledge of present and future Community Development Block Grants by the Borrower and the [City, County, etc ] pursuant to 24 CFR 570 705(b)(2) and the Contract is valid 6 There is no outstanding, or to my (our) knowledge threatened, action, suit, proceeding investigation or litigation by or against the Borrower or the [City, County, etc ] that will affect the validity of the Note or the security therefor Sincerely, 9 Item 20 -Page 310 -594- po opinion dpa 6-4-10 [Model No 2 - Separate opinion from attorney or firm representing only the designated public agency/Borrower For use only with attached Model No 31 Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State [Commonwealth] of , is legal counsel to the [Insert name of designated public agency] ('Borrower"), a public agency designated by the [City, County, etc ] of [Insert name of City, County, etc j to issue the notes referred to herein and to receive the proceeds thereof As such, I [we] have represented the Borrower regarding that certain promissory note, referred to as Note No [See in the Aggregate Principal Amount of $ instruction 5 below] (the "Note"), to be executed by Borrower payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ("HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ("Section 108") The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 between the [City, County, etc ], the Borrower, and HUD (the Contract"), in which the [City, County, etc ] and the Borrower pledge Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), as well as any other security specified in the Contract, as security for HUD's guarantee In my [ourj capacity of legal counsel, I [we] have made an examination and investigation of all such matters of fact and questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined 1 [Cite applicable provisions of the Constitution and/or Statutes of the State [Commonwealth] ] [optional] 2 [Cite applicable provisions of Charter and Ordinances of the Borrower I [optaonalj 3 A Resolution of the governing body of Borrower dated authorizing Borrower to enter into this transaction, and authorizing [Insert name or title -595- Item 20 -Page 311 of official authorized to execute documents for Borrower] to execute on behalf of Borrower all documents necessary or desirable to accomplish the transaction 4 The Contract 5 The Note 6 The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, the Trust Agreement dated as of January 1, 1995, and the form of Supplement to the Trust Agreement to be executed by the Secretary of HUD for the closing of the public offering Based on the foregoing investigation and authorities, I am [we are] of the opinion that 1 Borrower has authorized this transaction in accordance with applicable State and local law, including the issuance of the Note, and the execution of all other documents necessary or desirable to accomplish the transaction 2 Borrower has authorized [Insert name of authorzzed official who executed Note for Borrower] in [has, her] capacity as [Insert tatle] , to execute the Contract, the Note and all other documents necessary or desirable to accomplish the transaction on behalf of the Borrower 3 The Note and the Contract have been duly executed by the aforementioned authorized representative of the Borrower, and upon delivery thereof, due execution of the Contract on behalf of the City and HUD, due execution of the Guarantee on behalf of HUD, and receipt of the loan proceeds on behalf of the Borrower, the Note and Contract shall be valid, binding and enforceable obligations of the Borrower 4 There is no outstanding, or to my (our) knowledge threatened, action, suit, proceeding, investigation or litigation by or against the Borrower that will affect the validity of the Note or the security therefor Sincerely, 2 Item 20 -Page 312 -596- po opinion dpa 6-4-10 [Model No 3 - Separate opxn3.on from attorney or firm representing only the unit of general local government For use only w3.th attached Model No 2] Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State of , is acting as legal counsel to the [City, County, etc J of [insert name of C-.ty, County, etc ] This opinion is issued in connection with that certain promissory note, referred to as Note No [see in the Aggregate Principal Amount of $ instruction 5 below] (the "Note"), to be issued by the [-insert name of the City or County's designated publ-ic agency] (the "Borrower") payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ("HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ("Section 108") The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 entered into by the Borrower, the [City, County, etc ] and HUD (the "Contract"), in which the [City, County, etc ] and the Borrower pledge Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), and any other security specified in the Contract, as security for HUD's guarantee In my [our] capacity as legal counsel, I [we] have made an examination and investigation of all such matters of fact and questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined the Note, the Contract and a Resolution of the governing body of the [City, County, etc ] dated (1) authorizing the [City, County, etc ] to enter into this transaction, (11) authorizing [Insert name or title of offzcxal authorized to execute Contract on behalf of Csty, etc J to execute on behalf of the [City, County, etc ] all documents necessary or desirable to accomplish the transaction, and (iii) designating the Borrower as the public agency to issue the Note and receive the proceeds thereof -597- Item 20 - Page 313 [Citing additional specific legislative authority as follows is optional ] In addition, I [we] have examined [insert citations of applicable State constitutional or statutory provisions, or municipal charter or ordinances ] Based on the foregoing investigation and applicable authorities, I am [we are] of the opinion that 1 The [City, County, etc ] has authorized this transaction and has authorized [Insert name of official authorized to execute Contract on behalf of City) in [his, her] capacity as [Insert title] to execute the Contract, and any other documents that must be executed on behalf of the [City, County, etc ] for this transaction The Contract has been duly executed by the aforementioned representative of the [City, County, etc ] The undertakings of the [City, County, etc ] in the Contract are valid and enforceable, subject to the execution of the Contract and related documents by the other parties thereto, as applicable 2 Specifically, the pledge of present and future Community Development Block Grants by the [City, County, etc ] pursuant to 24 CFR 570 705(b)(2) and the Contract is valid 3 There is no outstanding, or to my [our] knowledge threatened, action, suit, proceeding, investigation or litigation by or against the [City, County, etc ] which will affect the validity of the Contract or the pledge of Community Development Block Grants therein Sincerely, N Item 20 -Page 314 _598_ po opinion dpa 6-4-10 INSTRUCTIONS [The model opinion and 3.nstruct3-ons are available electrons.cally from HUD Contact your HUD program offs.ce representat3.ve in the Financial Management Division or one of the attorneys listed at the end of the instructions 1 Opinions must be signed by an attorney admitted to practice and in good standing in the applicable State or Commonwealth The attorney shall issue the opinion on behalf of a private firm or a local governmental legal officer or office that represented the Borrower or Unit of General Local Government, or both (as applicable) in the transaction, and must be on the firm's or office's letterhead If issued by a firm, the opinion must be signed on behalf of the firm by a partner or with the firm name as authorized by the firm If issued by a governmental legal officer or office, the opinion must be signed by the officer, the head of the legal office, or by a senior lawyer with authority to bind the office The appropriate plural [bracketed] pronouns in the draft should be used for opinions signed on behalf of multi - lawyer firms or offices 2 Citing the applicable resolutions as shown in the model opinions is required The specific citations of constitutional or statutory authority (marked "optional' in the models) are recommended to evidence thoroughness and to enhance the credibility of the opinion, but they can be omitted in the judgment of the attorney rendering the opinion Of course, should facts or legal authorities come to HUD's attention which call an opinion into question, HUD reserves the right to reject, or require such revision to, any opinion, as HUD in its sole discretion may determine 3 The local counsel's opinions are based upon the requirements of paragraph 4(b) of the Contract for Loan Guarantee Assistance (the Contract ) and are in support of requirements in the Underwriting Agreement for a HUD opinion given at closing for the public offering The use of the model opinions without substantial change is strongly encouraged to permit HUD staff to accept and rely on the opinions on their face, without time- consuming call-backs, investigation, and revision Conditions and qualifying language in legal opinions require specific review by HUD legal staff, may tend to slow processing of the loan guarantee documentation, and are generally discouraged, unless they are essential in a particular case However, qualifications which exclude the validity of, or the authority for, execution of the documents on behalf of the Borrower or the Unit of General Local Government from the coverage of the opinion, assume the validity of such execution, or exempt the signatory attorney from knowledge of the validity -599- Item 20 - Page 315 of the execution, are not acceptable HUD deals nationally with many cities, counties, and other public bodies, and cannot independently verify the signatures of officials of those entities The counsel's opinions covering proper execution serve as an important check on such validity While not a cause for rejection of an opinion per se, it is not necessary to qualify an opinion by stating that enforceability of the notes may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar general laws or equity principles relating to or affecting creditors' rights or providing remedies for the relief of debtors, or that the availability of specific performance or injunctive relief in aid of enforcement of the documents may be limited by equitable rights and defenses HUD is aware that there may be exceptions to the enforceability of its rights as a creditor based on generally applicable laws and equitable principles that is why HUD regards the pledge of present and future CDBG grants, which are controlled by HUD, as the principal security for repayment of the notes The purpose of the legal opinions is not to get an attorney to act as insurer of the absolute enforceability of the documents, but rather to require that there has been legal review adequate to assure proper authorization and execution of the notes and related documents by the proper parties under State and local law 4 The opinions attached hereto are for transactions in which CDBG entitlement grantees use designated public agencies to act as Borrower (to issue notes and receive the proceeds thereof) under the Contract, pursuant to 24 CFR 570 704(c)(4) and 570 705(b) In these cases, there are two possibilities with respect to legal opinions The first opinion above assumes that the same attorney represented the Borrower and the unit of general local government [City, County, etc ] in this transaction The second and third opinions assume that different counsel represented the applicant Unit of General Local Ggovernment and its designated public agency HUD has no preference as which of the two opinion structures is used - this is left to local discretion If you are involved in a transaction where the Unit of General Local Government itself, not its designated public agency, will issue the Note, or involving a section 108 loan guarantee on behalf of a State -administered nonentitlement Unit of General Local Government, HUD has model opinions specifically adapted for those transactions Please contact the program office listed in paragraph 7 for a copy of the appropriate model opinion package Neither the Borrower nor the Unit of General Local Government is required to execute the Trust Agreement or the Amended and Restated Master Fiscal Agency Agreement those documents are incorporated by reference in the Contract and Note, and the Borrower agrees to the terms of those documents by 2 Item 20 - Page 316 -600- executing the Contract and the Note Copies of the Amended and Restated Master Fiscal Agency Agreement, Trust Agreement, and the form of Supplement to the Trust Agreement to be executed on behalf of the Secretary at closing on the Public Offering Date should have been included in the package of documents transmitted to the Borrower by HUD If they were not, and if you have not previously reviewed them, please contact the CPD Financial Management Division phone number at the end of these instructions for copies, if necessary The Trust Agreement and the Amended and Restated Master Fiscal Agency Agreement have not changed since the last public offering, and no significant change is anticipated in the Supplement to the Trust Agreement except for dates and the schedules of the obligations covered by the Supplement 5 The attorney should assure that the legal names of the Borrower and the Unit of General Local Government in the Note and the Contract are correct and should notify HUD if they are not The note number to be inserted in the opinion in the first paragraph appears in the heading of the Note The Aggregate Principal Amount to be inserted also appears in the heading of the Note and at the end of the Schedule P&I attached to the Note (these should agree) [Background - Unlike Section 108 interim (variable rate) financing, the entire Aggregate Principal Amount of the Note will be disbursed at closing on the Public Offering Date (i) to pay off interim financing (or a public offering note being refinanced, if applicable), (ii) for deposit in the Borrower's Guaranteed Loan Funds Account under paragraph 1 of the Contract, or (iii)(by deduction) to pay the fees referred to in paragraph 4 of the Contract if so requested by the Borrower Also unlike interim financing, Princapal Amounts due on particular Principal Due Dates on Schedule P&I cannot be amended (even with HUD approval) after closing of the public of£ermng Borrower's counsel should assure that the Borrower's financial officials are satisfied that Schedule P&I accurately represents the repayment schedule agreed between the Borrower and HUD "Other Securitv" Opinions 6 If so provided in the Contract, an additional opinion or opinions may be requested of Borrower's counsel or other counsel with regard to "other security" as negotiated between HUD and the Borrower/Unit of General Local Government for a particular transaction If such opinions have previously been furnished in connection with interim financing, the same opinions do not have to be submitted again Generally, any additional opinions related to "other security" will be described in paragraph 15 of the Contract The Contract may require such other security opinions to be delivered to HUD with the executed Note and Contract or at a later time, and the Contract may provide that they be delivered to a local custodian, rather than HUD If so, 3 -601- Item 20 - Page 317 it is recommended that such opinions be separate from the attached model opinion required with respect to execution and validity of the Note and Contract However, if the other security opinion(s) are required by the Contract to be submitted to HUD at the same time as the model opinion, they may be combined with the model opinion Due to the variety of "other security' provisions, model language for the `other security opinions cannot be furnished routinely 7 If there are any questions, including specific questions about 'other security" opinions, the local CDBG grantee program office may contact its representative in HUD's Office of Community Development, Financial Management Division, at 202-708- 1871 Local counsel may also directly call Evelyn Wrin or Carey Whitehead in HUD's Office of General Counsel at 202 402 5220 or 202 402 3106, respectively, or send an email to evelyn m wrin@hud gov or carey c whitehead@hud gov, with questions about the opinion r.1 Item 20 - Page 318 -602- po opinion dpa 6-4-10 SECTION 108-GUARANTEED LOANS MODEL LEGAL OPINION FOR SERIES 2010-A PUBLIC OFFERING [July 20103 [These models for use only by counsel to CDBG entitlement grantees using a designated public agency/Borrower guaranteed Note] to issue the [Please review instruct3.ons following opinions] [Model No 1 - Combxned Opznxon from attorney or firm representing both designated public agency and local government If this model is used, Models 2 and 3 are unnecessary j Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State [Commonwealth] of is acting as legal counsel both to the [City, County, etc ] of [Insert name of City, etc ] and to [Insert name of designated public agency] ("Borrower"), the public agency the [City, County, etc ] has designated to issue the promissory notes referred to herein and to receive the proceeds thereof in connection with the transaction covered by this opinion As such, I [we] have represented the [City, County, etc ] and the Borrower regarding certain promissory notes, collectively referred to as Note No [See in the Aggregate Principal Amount of $ instruction 5 below] (the "Note"), to be executed by Borrower payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ("HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ("Section 108") The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 between the [City, County, etc ], the Borrower, and HUD (the "Contract"), in which the [City, County, etc ] and the Borrower pledge Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), as well as any other security specified in the Contract, as security for HUD's guarantee In my [our] capacity as legal counsel, I [we] have made an examination and investigation of all such matters of fact and -603- stern 20 -Page 319 questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined 1 [Cite applicable provisions of the Constitution and/or Statutes of the State [Commonwealth] ] [optional] 2 [Cite applicable provisions of Charter and Ordinances of the City, County, etc ] [optional] 3 A Resolution of the governing body of the [City, County, etc ] dated which (1) authorizes the [City, County, etc ] to enter into this transaction, (11) authorizes [Insert name or title of official authorized to execute Contract for City, etc ] to act as the official representative of the [City, County, etc ] and to execute on behalf of the [City, County, etc ] all documents necessary or desirable to accomplish the transaction, and (iii) designates the Borrower to act as such in connection with the transaction A Resolution of the governing body of the Borrower dated which (i) authorizes the Borrower to enter into the transaction, and (ii) authorizes [Insert name or title of official authorized to execute Note for Borrower] to act as the official representative of the Borrower and to execute on behalf of the Borrower all documents necessary or desirable to accomplish the transaction 5 The Contract 6 The Note 7 The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, the Trust Agreement dated as of January 1, 1995, and the form of Supplement to the Trust Agreement to be executed by the Secretary of HUD for the closing of the public offering Based on the foregoing investigation and authorities, I am [we are] of the opinion that 1 The [City, County, etc ] and the Borrower have authorized this transaction in accordance with [the cited] [applicable] State and local law, including issuance of the Note by the Borrower, the pledge of grant funds by the [C2ty, County, etc ] and by the Borrower, and the execution of all documents necessary or desirable to accomplish the transaction 2 The [City, County, etc ] has authorized [Insert name 2 Item 20 -Page 320 -604- of authorized official (s) in [his, her] capacity as the necessary documents, [City, County, etc ] who executed Contract [Insert title] including the Contract, for C1 on ty, etc ], to execute half of the 3 The Borrower has authorized [Insert name of authorized official(s) who executed Note for Borrower] [hss, her] capacity as [Insert tztlel necessary documents, including the Note and the behalf of the Borrower to execute Contract, in the on 4 The Note and the Contract have been duly executed by the aforementioned authorized representative of the Borrower, the Contract has been duly executed by the aforementioned authorized representative of the [City, County, etc ], and upon delivery thereof, due execution of the Contract and Guarantee on behalf of HUD, and receipt of the loan proceeds on behalf of the Borrower, the Note and Contract shall be valid, binding and enforceable obligations of the Borrower, and the Contract shall be a valid, binding and enforceable obligation of the [City, County, etc ] 5 The pledge of present and future Community Development Block Grants by the Borrower and the [City, County, etc ] pursuant to 24 CFR 570 705(b)(2) and the Contract is valid 6 There is no outstanding, or to my (our) knowledge threatened, action, suit, proceeding, investigation or litigation by or against the Borrower or the [City, County, etc ] that will affect the validity of the Note or the security therefor Sincerely, 3 -605- Item 20 - Page 321 po opinion dpa 6-4-10 [Model No 2 - Separate opinion from attorney or firm representing only the designated public agency/Borrower For use only with attached Model No 3] Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State [Commonwealth] of , is legal counsel to the [Insert name of designated public agency] ("Borrower"), a public agency designated by the [City, County, etc ] of [Insert name of City, County, etc ] to issue the notes referred to herein and to receive the proceeds thereof As such, I [we] have represented the Borrower regarding that certain promissory note, referred to as Note No [See in the Aggregate Principal Amount of $ instruction 5 below] (the "Note ), to be executed by Borrower payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ('HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ( Section 108 ) The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 between the [City, County, etc ], the Borrower, and HUD (the Contract'), in which the [City, County, etc ] and the Borrower pledge Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), as well as any other security specified in the Contract, as security for HUD's guarantee In my [our] capacity of legal counsel, I [we] have made an examination and investigation of all such matters of fact and questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined 1 [Cite applicable provisions of the Constitution and/or Statutes of the State [Commonwealth] ] [optional] 2 [Cite applicable provisions of Charter and Ordinances of the Borrower ] [optional] 3 A Resolution of the governing body of Borrower dated authorizing Borrower to enter into this transaction, and authorizing [Insert name or title Item 20 - Page 322 -606- of official authorized to execute documents for Borrower] to execute on behalf of Borrower all documents necessary or desirable to accomplish the transaction 4 The Contract 5 The Note 6 The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000, the Trust Agreement dated as of January 1, 1995, and the form of Supplement to the Trust Agreement to be executed by the Secretary of HUD for the closing of the public offering Based on the foregoing investigation and authorities, I am [we are] of the opinion that 1 Borrower has authorized this transaction in accordance with applicable State and local law, including the issuance of the Note, and the execution of all other documents necessary or desirable to accomplish the transaction 2 Borrower has authorized [Insert name of authorized official who executed Note for Borrower] in [hzs, her] capacity as [Insert title] , to execute the Contract, the Note and all other documents necessary or desirable to accomplish the transaction on behalf of the Borrower 3 The Note and the Contract have been duly executed by the aforementioned authorized representative of the Borrower, and upon delivery thereof, due execution of the Contract on behalf of the City and HUD, due execution of the Guarantee on behalf of HUD, and receipt of the loan proceeds on behalf of the Borrower, the Note and Contract shall be valid, binding and enforceable obligations of the Borrower 4 There is no outstanding, or to my (our) knowledge threatened, action, suit, proceeding, investigation or litigation by or against the Borrower that will affect the validity of the Note or the security therefor Sincerely, 2 -607- Item 20 - Page 323 po opinion dpa 6-4-10 [Model No 3 - Separate opinaon from attorney or firm representing only the unit of general local government For use only with attached Model No 2] Secretary of Housing and Urban Development 451 7th Street, SW Washington, DC 20410 Dear Sir or Madam The undersigned, being duly licensed and in good standing to practice law in the State of is acting as legal counsel to the [City, County, etc ] of [insert name of City, County, etc ] This opinion is issued in connection with that certain promissory note, referred to as Note No [see in the Aggregate Principal Amount of $ instruction 5 below] (the "Note"), to be issued by the [insert name of the City or County's designated public agency] (the "Borrower") payable to the order of the Registered Holder thereof, and to be guaranteed by the Secretary of Housing and Urban Development ("HUD") under section 108 of the Housing and Community Development Act of 1974, as amended, 42 U S C 5308 ('Section 108') The Note will be included in a trust created by HUD (together with other Section 108 Notes issued by other borrowers), and trust certificates based on the trust will be sold in the Series 2010-A public offering by underwriters selected by HUD HUD's guarantee of the Note will be governed by the Contract for Loan Guarantee Assistance under Section 108 entered into by the Borrower, the [City, County, etc J and HUD (the "Contract"), in which the [City, County, etc ] and the Borrower pledge Community Development Block Grants pursuant to 24 CFR 570 705(b)(2), and any other security specified in the Contract, as security for HUD's guarantee In my [our] capacity as legal counsel, I [we] have made an examination and investigation of all such matters of fact and questions of law as I [we] consider necessary or advisable to enable me [us] to render the opinion hereafter set forth Specifically, and without limiting the generality of the foregoing, I [we] have examined the Note, the Contract and a Resolution of the governing body of the [City, County, etc ] dated (i) authorizing the [City, County, etc ] to enter into this transaction, (ii) authorizing [Insert name or title of official authorized to execute Contract on behalf of City, etc ] to execute on behalf of the [City, County, etc ] all documents necessary or desirable to accomplish the transaction, and (iii) designating the Borrower as the public agency to issue the Note and receive the proceeds thereof Item 20 -Page 324 -608- [Citing additional specific legislative authority as follows is optional ] In addition, I [we] have examined [insert citations of applicable State constitutional or statutory provisions, or municipal charter or ordinances ] Based on the foregoing investigation and applicable authorities, I am [we are] of the opinion that 1 The [City, County, etc ] has authorized this transaction and has authorized [Insert name of official authorized to execute Contract on behalf of City] in [his, her] capacity as [Insert title] to execute the Contract, and any other documents that must be executed on behalf of the [City, County, etc ] for this transaction The Contract has been duly executed by the aforementioned representative of the [City, County, etc ] The undertakings of the [City, County, etc ] in the Contract are valid and enforceable, subJect to the execution of the Contract and related documents by the other parties thereto, as applicable 2 Specifically, the pledge of present and future Community Development Block Grants by the [City, County, etc ] pursuant to 24 CFR 570 705(b)(2) and the Contract is valid 3 There is no outstanding, or to my [our] knowledge threatened, action, suit, proceeding, investigation or litigation by or against the [City, County, etc ] which will affect the validity of the Contract or the pledge of Community Development Block Grants therein Sincerely, 2 -609- Item 20 - Page 325 po opinion dpa 6-4-10 INSTRUCTIONS [The model opinion and instructions are available electronically from HUD Contact your HUD program office representative in the Financial Management Division or one of the attorneys listed at the end of the instructions I 1 Opinions must be signed by an attorney admitted to practice and in good standing in the applicable State or Commonwealth The attorney shall issue the opinion on behalf of a private firm or a local governmental legal officer or office that represented the Borrower or Unit of General Local Government, or both (as applicable) in the transaction, and must be on the firm's or office's letterhead If issued by a firm, the opinion must be signed on behalf of the firm by a partner or with the firm name as authorized by the firm If issued by a governmental legal officer or office, the opinion must be signed by the officer, the head of the legal office, or by a senior lawyer with authority to bind the office The appropriate plural [bracketed] pronouns in the draft should be used for opinions signed on behalf of multi - lawyer firms or offices 2 Citing the applicable resolutions as shown in the model opinions is required The specific citations of constitutional or statutory authority (marked `optional in the models) are recommended to evidence thoroughness and to enhance the credibility of the opinion, but they can be omitted in the judgment of the attorney rendering the opinion Of course, should facts or legal authorities come to HUD's attention which call an opinion into question, HUD reserves the right to reject, or require such revision to, any opinion, as HUD in its sole discretion may determine 3 The local counsel's opinions are based upon the requirements of paragraph 4(b) of the Contract for Loan Guarantee Assistance (the "Contract ) and are in support of requirements in the Underwriting Agreement for a HUD opinion given at closing for the public offering The use of the model opinions without substantial change is strongly encouraged to permit HUD staff to accept and rely on the opinions on their face, without time- consuming call-backs, investigation, and revision Conditions and qualifying language in legal opinions require specific review by HUD legal staff, may tend to slow processing of the loan guarantee documentation, and are generally discouraged, unless they are essential in a particular case However, qualifications which exclude the validity of, or the authority for, execution of the documents on behalf of the Borrower or the Unit of General Local Government from the coverage of the opinion, assume the validity of such execution, or exempt the signatory attorney from knowledge of the validity Item 20 - Page 326 -610- of the execution, are not acceptable HUD deals nationally with many cities, counties, and other public bodies, and cannot independently verify the signatures of officials of those entities The counsel's opinions covering proper execution serve as an important check on such validity While not a cause for re3ection of an opinion per se, it is not necessary to qualify an opinion by stating that enforceability of the notes may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar general laws or equity principles relating to or affecting creditors' rights or providing remedies for the relief of debtors, or that the availability of specific performance or in3unctive relief in aid of enforcement of the documents may be limited by equitable rights and defenses HUD is aware that there may be exceptions to the enforceability of its rights as a creditor based on generally applicable laws and equitable principles, that is why HUD regards the pledge of present and future CDBG grants, which are controlled by HUD, as the principal security for repayment of the notes The purpose of the legal opinions is not to get an attorney to act as insurer of the absolute enforceability of the documents, but rather to require that there has been legal review adequate to assure proper authorization and execution of the notes and related documents by the proper parties under State and local law 4 The opinions attached hereto are for transactions in which CDBG entitlement grantees use designated public agencies to act as Borrower (to issue notes and receive the proceeds thereof) under the Contract, pursuant to 24 CFR 570 704(c)(4) and 570 705(b) In these cases, there are two possibilities with respect to legal opinions The first opinion above assumes that the same attorney represented the Borrower and the unit of general local government [City, County, etc I in this transaction The second and third opinions assume that different counsel represented the applicant Unit of General Local Ggovernment and its designated public agency HUD has no preference as which of the two opinion structures is used - this is left to local discretion If you are involved in a transaction where the Unit of General Local Government itself, not its designated public agency, will issue the Note, or involving a section 108 loan guarantee on behalf of a State -administered nonentitlement Unit of General Local Government, HUD has model opinions specifically adapted for those transactions Please contact the program office listed in paragraph 7 for a copy of the appropriate model opinion package Neither the Borrower nor the Unit of General Local Government is required to execute the Trust Agreement or the Amended and Restated Master Fiscal Agency Agreement, those documents are incorporated by reference in the Contract and Note, and the Borrower agrees to the terms of those documents by 2 -611- Item 20 - Page 327 executing the Contract and the Note Copies of the Amended and Restated Master Fiscal Agency Agreement, Trust Agreement, and the form of Supplement to the Trust Agreement to be executed on behalf of the Secretary at closing on the Public Offering Date should have been included in the package of documents transmitted to the Borrower by HUD If they were not, and if you have not previously reviewed them, please contact the CPD Financial Management Division phone number at the end of these instructions for copies, if necessary The Trust Agreement and the Amended and Restated Master Fiscal Agency Agreement have not changed since the last public offering, and no significant change is anticipated in the Supplement to the Trust Agreement except for dates and the schedules of the obligations covered by the Supplement 5 The attorney should assure that the legal names of the Borrower and the Unit of General Local Government in the Note and the Contract are correct and should notify HUD if they are not The note number to be inserted in the opinion in the first paragraph appears in the heading of the Note The Aggregate Principal Amount to be inserted also appears in the heading of the Note and at the end of the Schedule P&I attached to the Note (these should agree) [Background - Unlike Section 108 interim (variable rate) financing, the entire Aggregate Principal Amount of the Note will be disbursed at closing on the Public Offering Date (1) to pay off interim financing (or a public offering note being refinanced, if applicable), (ii) for deposit in the Borrower's Guaranteed Loan Funds Account under paragraph I of the Contract, or (iii)(by deduction) to pay the fees referred to in paragraph 4 of the Contract if so requested by the Borrower Also unlike interim financing, Principal Amounts due on particular Principal Due Dates on Schedule P&I cannot be amended (even with HUD approval) after closing of the public offering Borrower's counsel should assure that the Borrower's financial officials are satisfied that Schedule P&I accurately represents the repayment schedule agreed between the Borrower and HUD ] 'Other Security" Opinions 6 If so provided in the Contract, an additional opinion or opinions may be requested of Borrower's counsel or other counsel with regard to other security" as negotiated between HUD and the Borrower/Unit of General Local Government for a particular transaction If such opinions have previously been furnished in connection with interim financing, the same opinions do not have to be submitted again Generally, any additional opinions related to other security" will be described in paragraph 15 of the Contract The Contract may require such other security opinions to be delivered to HUD with the executed Note and Contract or at a later time, and the Contract may provide that they be delivered to a local custodian, rather than HUD If so, 3 Item 20 -Page 328 -612- it is recommended that such opinions be separate from the attached model opinion required with respect to execution and validity of the Note and Contract However, if the other security opinion(s) are required by the Contract to be submitted to HUD at the same time as the model opinion, they may be combined with the model opinion Due to the variety of other security provisions, model language for the other security" opinions cannot be furnished routinely 7 If there are any questions, including specific questions about "other security" opinions, the local CDBG grantee program office may contact its representative in HUD's Office of Community Development, Financial Management Division, at 202-708- 1871 Local counsel may also directly call Evelyn Wrin or Carey Whitehead in HUD's Office of General Counsel at 202 402 5220 or 202 402 3106, respectively, or send an email to evelyn m wrin@hud gov or carey c whitehead@hud gov, with questions about the opinion 4 -613- Item 20 - Page 329 SUPPLEMENT relating to $ Aggregate Original Principal Amount SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATES, SERIES HUD This SUPPLEMENT (the "Series Supplement"), is entered into by the SECRETARY OF HOUSING AND URBAN DEVELOPMENT (the "Secretary") and JPMORGAN CHASE BANK (formerly known as Chemical Bank or The Chase Manhattan Bank), as trustee (the "Trustee") under the Trust Agreement, dated January 1, 1995 by and between the Trustee and the Secretary, as sponsor of a Trust created on behalf of certain units of general local government and public agencies designated by such units of general local government (the "Agreement") All capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement WITNESSETH WHEREAS, pursuant to the Agreement the Trustee is to hold in trust certain Notes guaranteed by the Secretary and to issue Certificates evidencing beneficial interests in a trust consisting of such Notes (the "Trust"), and WHEREAS, pursuant to the Agreement, the Secretary and the Trustee are to enter into this Series Supplement whereby the Secretary delivers the Notes and related Guarantee to the Trustee and the Secretary directs the Trustee to issue the Certificates (the "Series Certificates"), NOW, THEREFORE in consideration of these premises, the parties agree as follows Item 20 -Page 330 -614- I Delivery and Acknowledgment The Secretary hereby delivers to the Trustee (a) the Notes (together with any necessary endorsements thereon) listed on the attached Schedule I as identified by Borrower, Aggregate Principal Amounts, Principal Amounts, Principal Due Dates and interest rates and (b) the related Guarantee to hold in trust for the benefit of the Certificate holders The Secretary acknowledges the terms and conditions of the Agreement and hereby agrees that the Trust shall be governed by the terms thereof as amended hereby The term "Trust' as used herein shall refer to that Trust established as a result of the delivery to the Trustee of the Notes and related documents referred to herein 2 Authonty to Issue Certificates The Secretary hereby directs the Trustee, as agent for the Secretary, to issue Series Certificates with respect to the Trust as follows a Name of Series The designation of the Series authorized hereby shall be "Section 108 Government Guaranteed Participation Certificates, Series HUD , Guaranteed by the Secretary of Housing and Urban Development " b Issuance of Certificates Pursuant to Section 2 03 of the Trust Agreement, the Trustee is hereby authorized and directed to execute on behalf of the Secretary, authenticate and deliver, on this date in the name of the Certificateholder, the Series Certificates specified on the attached Schedule 2 against receipt of the Notes, the related Guarantee and this Series Supplement 3 Acknowledgments and Certifications_ a The Secretary hereby certifies that it has satisfied all conditions on its part to be performed or satisfied as a condition to the issuance of the foregoing Certificates Without 2 -615- Item 20 - Page 331 limiting the provisions of Section 3 11 and Section 7 01 of the Agreement, the Secretary further certifies that the Trustee shall be paid for services rendered in connection with the adrmmstration of the Trust assets listed on the attached Schedule 1 and pursuant to Section 7 01 of the Agreement, a fee of S. b The Trustee hereby acknowledges receipt of the Trust assets listed on the attached Schedule I c This Series Supplement shall constitute the Supplement referred to in Section 2 01 of the Agreement 4 Modification and Ratification of the Agreement a Solely for purposes of this Series Supplement and the Series Certificates, the definition of "Optional Redemption" set forth in Article I of the Agreement is hereby deleted in its entirety and replaced as follows "Optional Redemption The full or partial prepayment of a Principal Amount due on a Note by a Borrower in accordance with the optional redemption provisions (if any) of such Note, such optional redemption provisions to provide, among other things, that such an Optional Redemption (i) shall be made only as of any Interest Due Date occurring on or after the date specified in the related Note after which such Optional Redemptions are permitted, (ii) must be received in full by the Trustee by wire transfer of immediately available fimds to the Certificate Account on the related Note Payment Date, and (ui) must be accompanied by an identification of the Borrower by name, the HUD -assigned Note number and such other information as the Secretary or the Trustee may specify " 3 Item 20 - Page 332 -616- b Solely for purposes of this Series Supplement and the Series Certificates, the last sentence of the first paragraph of Section 3 03 of the Agreement is hereby deleted in its entirety and replaced as follows "The Trustee shall apply any payments received in respect of permitted Optional Redemptions to the outstanding Principal Amounts of the related Note designated in the instructions of the related Borrower set forth in the above mentioned notice, in each case, as approved in writing by the Secretary " c Solely for purposes of this Series Supplement and the Series Certificates, the first and second paragraphs of Section 3 07 of the Agreement are hereby deleted in their entirety and replaced as follows "Any Borrower may defease the unpaid aggregate Principal Amount of a Note or the unpaid Principal Amount due on a Principal Due Date, in whole or in part at any time, subject to the corresponding Contract and this Agreement For each Note or Principal Amount (or portion thereof) that the related Borrower elects to defease, the Borrower shall establish and maintain with the Trustee a trust account (a "Defeasance Account") separate and apart from all other accounts of such Borrower and the Trustee The Borrower shall irrevocably deposit into such account either moneys or Government Obligations that, in the sole discretion of the Secretary, mature and bear interest at times and in amounts sufficient, together with the moneys already on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due with respect to the related Principal Amount (or portion thereof) that the Borrower elects to defease, in accordance with the notice of the Borrower as specified below -617- Item 20 - Page 333 The Borrower's election to defease shall be evidenced by giving written notices to the Trustee and the Secretary, wluch notices shall authorize and direct the establishment of the related Defeasance Account, shall specify the money and Government Obligations to be deposited therein and shall specify the particular Principal Amounts (or portions thereof) being defeased and the related Principal Due Date(s) and Optional Redemption Date(s) (consistent with the related Note and Contract) For all purposes of this Agreement, to the extent that a Principal Amount (or portion thereof) is so specified for defeasance in accordance with the Contract, such specification shall constitute an election to redeem on the date specified in the foregoing notice for purposes of the related Note, subject to approval of the Secretary Upon and in accordance with the Secretary's instructions pursuant to the corresponding Contract, the Trustee shall apply so much of the sums deposited into a Defeasance Account as shall be necessary to purchase the Government Obligations designated by the Secretary's instructions If the funds deposited were insufficient, or there were excess funds deposited, the Trustee shall follow the Secretary's directions as to the disposition of such funds " d The Agreement as modified and supplemented by this Series Supplement with respect to the Series Certificates (but which modification and supplement shall not apply to any other Series of Certificates unless otherwise specified in the related Supplement for such Series of Certificates) is in all respects ratified and confirmed, and the Agreement as so modified and supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument Item 20 - Page 334 -618- IN WITNESS WHEREOF, the parties have caused this Series Supplement to be executed as of the day of 120 SECRETARY OF HOUSING AND URBAN DEVELOPMENT I0 Signature Name Title JPMORGAN CHASE BANK, as Trustee Name Title Signature -619- Item 20 - Page 335 SCHEDULE 1 TO SERIES SUPPLEMENT TO TRUST AGREEMENT PRINCIPAL DUE DATE August 1, August 1, August 1, August 1, August 1, August 1 August 1, August 1, August 1, August 1, August 1, August 1, August I August 1, August 1, August 1, August 1, August I August 1, August 1, TRUST ASSETS ASSIGNED TO TRUSTEE V/ INTEREST RATE Item 20 - Page 336 -620- Principal Amounts Due on August I Borrower Aggregate Principal Amounts o®h Ma fib W rr O Principal Amounts Due on August 1 Aggregate Borrower Principal Amounts SCHEDULE 2 TO SERIES SUPPLEMENT TO TRUST AGREEMENT CERTIFICATES TO BE ISSUED CUSIP Number Pnncipal Amount Principal amounts due on or after August 1 Redemption or an Acceleration Event Matunty DateI Interest Rate are subject to earlier payment upon an Optional 10 -623- Item 20 e Page 339 T Execution TRUST AGREEMENT byU and between THE SECRETARY OF THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, as sponsor of a Trust and CHEMICAL BANK, as Trustee Dated as of January 1, 1995 BW=105 15/11470100043t6305 January 31 1995 Item 20 -Page 340 -624- r DEFINITIONS . . . TABLE OF CONTENTS ARTICLE I ARTICLE II Pam CREATION OF TRUST . . 11 SECTION 2 01 Creation of Trust it SECTION 2.02 Acceptance by Trustee 12 SECTION 2.03 Authentication of Initial Certificates 12 ARTICLE III ADMINISTRATION OF NOTES 13 SECTION 3 01 Appointment of Trustee 13 SECTION 3 02 Modification of Notes 14 SECTION 3 03 Optional Redemption and Acceleration of Notes 14 SECTION 3 04 Guaranty 15 SECTION 3.05. -Notification of Amounts Due 15 SECTION 3 06 Collection of Note Payments, Certificate Account 16 SECTION 3 07. Defeasance Account 19 SECTION 3 08 Trustee to Act as Collection Agent 22 SECTION 3 09 Permitted Charges Against the Certificate Account 23 SECTION 3 10 Trustee to Cooperate, Release and Assignment of Notes 23 SECTION 3 11 Reimbursement of Trustee 24 ARTICLE IV PASS TO THE CERTIFICATEHOLDERS 26 SECTION 4 01 Payments and Distributions 26 SECTION 4.02 Statements to the Certifzcateholders and to the Secretary 28 SECTION 4 03. Paying Agents . 29 EWDC1105 15111470/OOD43163DS January 31 1995 1 t -625- Item 20 - Page 341 ARTICLE V TEE NOTES AND THE CERTIFICATES 30 SECTION 5 01 Certificate Title and Terms, Issuance in Series 30 SECTION 5 02 Certificates Execution, Authentication and Delivery 31 SECTION 5 03 Registration of Transfers and Exchanges of Certificates, Denominations 32 SECTION 5 04 Mutilated, Destroyed, Lost or Stolen Certificates 39 SECTION 5 05 Persons Deemed Owners 40 SECTION 5 06 Maintenance of Office or Agency 40 ARTICLE VI THE CERTIFICATE GUARANTEE 41 SECTION 6 01 Certificate Guarantee 41 SECTION 6 02. Execution and Delivery of Certificate Guarantees 43 ARTICLE VII RIGHTS AND DUTIES OF BORROWERS 44 SECTION 7 01 Compensation and Indemnification of Trustee 44 ARTICLE VIII CONCERNING THE TRUSTEE 46 SECTION 8 01 Duties of Trustee 46 SECTION 8.02 Certain Matters Affecting the Trustee 48 SECTIONS 03 Trustee Not Liable for Certificates or Notes 50 SECTION 8.04 Eligibility Requirements for Trustee 51 SECTION 8 05 Resignation and Removal of the Trustee 51 SECTION 8 06 Merger or Consolidation of Trustee 53 SECTION 8 07 Trustee May Own Certificates 54 SECTION 8.08 Fidelity Bond or Insurance 54 ARTICLE IX TERMINATION OF TRUST AND FINAL PAYMENT OF CERTIFICATES 54 SECTION 9 01 Termination _ 54 SECTION 9 02 Final Payment of Certificates 55 11WDG105151114701D004316305 January 31 1995 3 1 Item 20 - Page 342 -626- ARTICLE X 14ISCELLANEOUS PROVISIONS SECTION 10.01 Amendment SECTION 10 02 Limitation on Rights of Certificateholders . . . SECTION 10 03 Inspection of Documents by Certificateholders SECTION 10.04 Governing Law SECTION 10 05 Notices SECTION 10.06 Severabilzty of Provisions _ SECTION 10 07 Counterparts EXHIBITS EXHIBIT A - Form of Certificate EXHIBIT B - Form of Supplement to Trust Agreement EXHIBIT C - Form of Notice of Missed Borrower Payment EXHIBIT D - Form of Notice for Guarantee Payment 0 56 56 57 58 59 59 60 60 Z 31NDG145 1511147010004316305 January 31 1995 111 1 3 -627- Item 20 - Page 343 TRUST AGREEMENT This TRUST AGREEMENT s.s made and entered into as of this lst ,day of January, 1995, by and between the SECRETARY Op THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (the "Secretary"), as sponsor of a Trust (as defined herein) created on behalf of units of general local government and public agencies designated by such units of general local government (the "Borrowers"), and CHEMICAL BANK, a New York banking corporation, as Trustee (the "Trustee") With respect to the issuance of any Series of Certificates hereunder, this Trust Agreement, together -with the Supplement to the Trust Agreement (as defined herein) executed with respect to such specific Series, shall hereinafter be referred to as the "Agreement " ARTICLE I DEFINITIONS Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings Acceleration Event Any default in the payment of principal or interest when due on a Note by a Borrower or other event, with respect to which the Secretary elects to make an acceleration payment under the Note and the corresponding Contract 199-1 Item 20 -Page 344 -628- Acceleration Payment On or after the occurrence of an Acceleration Event with respect to a Note, the payment by the .secretary of an amount equal to the aggregate unpaid Principal Amount thereof together with accrued and unpaid interest thereon to the Interest Due Date as of which the Acceleration Payment is made Act- The Housing and Community Development Act of 1974, as amended, 42 U.S C 55 5301 et seq Agreement This Trust Agreement and all amendments and supplements hereto. Authorized officer When used with respect to the Trustee, means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman of the executive committee of the board ok directors, the chairman of the trust committee, the president, any vice president or assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior trust officer, trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. ZVD010515111430MM4316305 Imumy 31 1995 2 -629- Item 20 - Page 345 Authorized Official• When used with respect to HUD, the Secretary and any other official of HUD who at the time shall have been duly authorized to act on behalf of the Secretary - Beneficial Owners: The. actual purchasers of interests in the Certificates, whose ownership interests are recorded through the book -entry system of DTC. Borrower Any unit of general local government or a public agency designated by such unit of general local government that has issued debt obligations eligible for pooling and inclusion in a trust and against which trust Certificates guaranteed by the Secretary may be issued pursuant to Section 108 Business Day. A day on which banking institutions in New York City are not required or authorized to be closed and on which the Federal Reserve Bank and the New York Stock Exchange are not closed - Cede & Co - The nominee name of DTC Certificate. Any one of the certificates of participation ,with respect to a Trust, to be issued in one or more Series, executed, issued and authenticated in global or definitive form pursuant hereto, in substantially the form attached hereto as ambit A and specifying the applicable Maturity Date (Principal Due Date), Pass -Through Interest Rate and the aggregate of all Principal Amounts due on such Principal Due Date BNDMOS 151114701DO04316305 Jam my 31 1995 K iAnj1 Item 20 - Page 346 -630- 1 1 Certificate Account With respect to any Series and related Trust, the account created and maintained pursuant to Section 3 06 Certificate Guarantee Any guarantee of HUD endorsed on a Certificate authenticated and delivered pursuant to this Agreement and the guarantee set forth in Section 6 01 Certificate Register The Register maintained by the Trustee pursuant to Section 5 03 Certificate Owner With respect to any Certificate, a Person who is a beneficial owner thereof. Certificateholder The Person in whose name a Certificate is registered in the Certificate Register Contract Any Contract for Loan Guarantee Assistance, including any amendments, entered into between a Borrower and the Secretary providing for the issuance of one or more Notes and their related Guaranty by such Borrower and the Secretary, respectively Corporate Trust Office The office of the Trustee's Corporate Trustee Administration at Chemical Bank, which, at the date of the execution of this Agreement, is located at 450 West 33rd Street, 15th Floor, New York, New York 10001-2697, or the office of a successor trustee DTC The Depository Trust Company, a securities depository for the Certificates, or its nominee, Cede & Co. Date of Issuance The date of issuance stated on the Certificates of a Series, which shall be the date on which the MUDCl105 15111470l00043I6305 7anuary 31 1995 4 -631- Item 20 - Page 347 Trust to which such Series relates is created by the delivery to the Trustee of Notes (together with any necessary endorsements thereon) and the Guaranty relating to such Notes, and which shall also —be the date of issuance of the Notes comprising such Trust Defeasance Account With respect to any Principal Due Date and related Principal Amount of any Note, any account created and maintained pursuant to Section 3 07 Definitive Certificates Definitive, fully registered Certificates issued in accordance with Section 5 03 herein Depository Participant A broker, dealer, bank or other financial institution or other Person for which, from time to time, DTC effects book -entry transfers and pledges of securities deposited with DTC Director, Financial Management Division Within HUD, the Director of the Financial Management Division, office of the Assistant Secretary for Community Planning and Development, and any other official of HUD who at the time shall have been duly authbrized to act on behalf of such Director ~Distribution Bate With respect to a Series, each February 1 or August I as of which Note payments are due, or, if any such day is not a Business Day, the next succeeding Business Day Fee Account With respect to any trust, any account created and maintained pursuant to Section 7 01 BUTOV305 15111470/00043/6305 January 3I IM S Item 20 -Page 348 -632- n Fractional undivided Interest. The fractional undivided Interest in a portion of the Trust evidenced by a Certificate and calculated by dividing the Original Principal Amount by the aggregate Principal Amounts due on the Notes on the Principal Due Date (Maturity Date) stated on the face of the Certificate as of the Date of Issuance. For purposes of this definition, the portion of the Trust in which a Cert3.ficateholder has a fractional undivided interest consists of all Principal Amounts of the Notes due on the Principal Due Date set forth on the face of the Certificate, the Guaranty relating to all such Principal Amounts and the Certificate Account for each such Series Government ObI>:aation A direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series, or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America Guarantee Payment: Any payment on a Note or Certificate made by the Secretary on behalf of the Borrower, whether made from security provided by the Borrower or from funds provided by the Secretary 33WDMOS 151114701ODD4316305 7smmy 31 199$ 6 1 G ___ -633- Item 20 - Page 349_ Guaranty With respect to all Notes held in a Trust, the related Guaranty, pursuant to which the Secretary guarantees the clue and timely payment of the principal of and interest on all such Notes. _ Holder The Person, initially the Trustee, in whose name a Note is registered. HUD The U S Department of Housing and Urban Development Interest Due Date With respect to any Note, February 1 and August 1 of each year Maturity Date The stated maturity date of a Certificate, which will also be the Principal Due Date of certain Principal Amounts due on the Notes to which such Certificate relates, and with respect to any prepaid Principal Amounts, the date as of which such --Principal Amounts are prepaid If any Maturity Date is not a Business Day, then payments payable on such Maturity Date shall be made on the next Business Day Note_ Any note issued by a Borrower, held by -the Trustee on behalf of the Certificateholder(s) of a given Series, and guaranteed by the Secretary pursuant to Section 108, which is subject to this Agreement. Note Payment Date: With respect to any Note, the date that is seven Business Days prior to each (i) Interest Due Date, on which interest accrued through such Interest Due Date is payable by the Borrower, or (xi) Principal Due Date if any Note Payment Date is BWDC1105 I5111470IM316305 Juwuy 31 1995 7 1 Item 20 - Page 350 -634- I not a Business Day, then payments payable on such Note Payment Date shall be made on the next Business Day Opinion of Counsel A written opinion of counsel for the Secretary, who may be, but need not be, an employee of- HUD Ogt3.onal Redemption The full or partial prepayment of a Principal Amount due on a Note by a Borrower in accordance with the optional redemption provisions (if any) of such Note, such optional xedemption provisions to provide, among other things, that such an Optional Redemption or the related prepayment, as applicable, (i) shall be made only as of any Interest Due Date occurring on or after a specified date that is at least ten years from the date of issuance of the related Note, (ii) must be received in full by the Trustee by wire transfer of immediately available funds to the Certificate Account on the related Note Payment Date, and (iii) must be accompanied by an identification of the Borrower by name, the HUD -assigned Note number and such other information as the Secretary or the Trustee may specify ogicmnal Principal Amount The original principal amount stated on the Certificate, which shall be the amount represented by the Fractional Undivided Interest of such Certificate (or of the original Certificate from which such Certificate is derived) in the aggregate unpaid Principal Amounts due on a specific Principal Due Date (Maturity Date) as of the Date of issuance and until the first BWDG105 131I1470/Q004316305 Jamury 31 199S 8 -635- Item 20 - Page 351 payment of principal has been made thereon, but does not reflect such amount thereafter. Pass -Through Interest Rate With respect to each of the Certificates of a particular Series, the annual rate of interest payable on the Principal Amounts of the Notes to which such Certificate relates, as specified on the face of such Certificate, i calculated on the basis of a year of 36o days, consisting of twelve 30 day months Pex-son Any individual, corporation, partnership, point venture, association, 3oint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof _ Principal Amount Any principal amount of a Note due on a Principal Due Date Principal Due Date With respect to any Note, each August 1 as of which a Principal Amount of such Note is due Record Date With respect to a Series, the Business Day immediately preceding a Distribution Date Secretary The Secretary of HUD or his authorized designee. Section 108 Section 108 of Title 1 of the Act, as amended_ Series. All Certificates designated to be of the same series on the face thereof that are issued pursuant to this Agreement and evidence, in the aggregate, the entire beneficial interest of a Trust created pursuant to this Agreement JIV M105 t51I1470AM316305 Jamnry 31 1995 9 Item 20 -Page 352 -636- I Sunnlement to Trust Agreement The written agreement between the secretary and the Trustee, substantially in the form of Mxhibit B hereto, whereby Trust assets are delivered to the 7=stee, as provided in Section 2.01, and the Trustee --is directed to issue the Certificates of the related Series to which such Trust :relates, as provided in Section 2.03. Trust The corpus of a trust held by the Trustee in trust pursuant to this Agreement for the benefit of the Certificateholders of a particular Series, consisting of (i) the Notes relating to such Series (together with any necessary endorsements thereon) delivered to the Trustee, (ii) the Guaranty relating to such Notes and (iii) the Certificate Account relating ro such Series. Trustee Chemical Bank, a banking corporation organized and existing under the laws of the State of New York, or its successor 1n interest, or any successor trustee appointed as herein provided Underwriters The underwriters identified as such in the Underwriting Agreement Underwriting Agreement The written agreement between the Secretary and one or more purchasers of the Certificates of a particular Series 3WDGI05 1511147010004316305 Jarwuy 31 1995 10 1 1 -637- item 20 - Page 353 ARTICLE II CREATION OF TRUST SECTION 2 01 Creation of Trust (a) From time to time following the execution and delivery hereof, the Secretary, acting in its capacity as sponsor of a Trust created on behalf of the Borrowers, will arrange for the delivery to the Trustee of one or rlore Notes that have been issued by such Borrowers, such Notes to be')2eld by the Trustee as provided herein for the benefit of the Certificateholders of a particular Series to be issued hereunder The delivery of such Notes will be made pursuant to a Supplement to the Trust Agreement on the Date of Issuance In connection with zhe delivery of the Notes in respect of any Trust, the Secretary will also arrange for the delivery to the Trustee of the Guaranty relating to such Notes, duly executed by the Secretary Upon such delivery to the Trustee, the Notes so delivered, together with the related Guaranty and the Certificate Account created for such Series, will constitute the Trust (b) Each of the Borrower's Notes shall be in the form of a fully registered note, registered in the name of the Holder Each Note will contain one or more Principal Due Dates and corresponding Principal Amounts and interest rates and may contain Optional Redemption provisions relating to one or more of such Principal .Amounts_ Each Note shall be in the aggregate amount of the sum of the Principal Amounts stated therein BNDCnD5 15111470=W316305 January 31 1995 11 Item 20 - Page 354 -638- f SECTION 2.02. Acceptance by Trustee Upon its receipt of the Trust assets as provided in Section 2.01, the Trustee will acknowledge receipt of such assets delivered to it as Trustee hereunder, and will hold such assets in trust, upon the -trusts set Torth herein, for the use and benefit of the Certificateholders of the Certificates of the related Series, all in accordance with the terms and cond3.tions of this Agreement; provided, however, that the Trustee shall not be responsible or held liable for reviewing the Trust assets or verifying the contents thereof Not less than two (2) Business Days (or such shorter period as the Secretary and the Trustee shall agree upon) before any Date of :Essnance, the Secretary shall deliver written instructions directing the Trustee to distribute any amount received from the f Underwriters on such Date of Issuance and payable to Borrowers in accordance with the terms set forth therein, together with any other written instructions with respect to the distribution of tunas on such Date of Issuance SECTION 2.03. Authentication of Initial Certificates The Trustee agrees that, concurrently with its receipt of the Trust .assets, the Supplement to the Trust Agreement relating thereto, and such Opinions of Counsel as the Trustee may reasonably request, -it will cause to be executed and authenticated, on behalf of the Secretary in accordance with Section 5 02, and delivered to or upon the order of the Underwriters, in exchange for such Trust assets, BWDC/105 15121470/00043/6305 J2=zrY 3t 1995 12 -639- Item 20 - Page 355 Certificates of a designated and previously unissued Series in denominations authorized by this Agreement in the aggregate evidencing the entire beneficial ownership of the Trust so created ARTICLE III ADMINISTRATION OF NOTES SECTION 3.01 Appointment of Trustee In consideration of the Secretary's Guaranty of the Notes, and the Secretary's execution of the various Certificate Guarantees hereunder, the Secretary hereby appoints the Trustee to administer the Notes and Certificates in accordance with the express provisions of this .Agreement but retains with respect to the Notes full power and authority, acting alone, to do any and all things in connection -with such administration that he may deem necessary or desirable The Secretary retains the sole and exclusive right to take action and assert claims with respect to the Notes Without limiting the generality of the foregoing, the Secretary may execute and deliver, on behalf of the Trustee and the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Notes. The Trustee shall furnish the Secretary with any documents reasonably requested which are necessary or appropriate to enable the Secretary to carry out the Secretary's powers hereunder BV DG70S I5n l470l00043/6305 Ja=ry 31 1995 13 ` r Item 20 - Page 356 -640- SECTION 3.02. Modification of Notes Any term of any Note -nay be modified by such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note No such change zn the terms of any Note shall alter or -ffect the Secretary's Guaranty of such Note on the basis of the original terms thereof SECTION 3.03. Optional Redemption.and Acceleration of Notes. If so provided in the applicable Note (subject to the provisions set forth herein and in such Notes) certain Principal Amounts of the Notes may be prepayable in whole or in part at the opt3_on of the Borrower as of any Interest Due Date on or after the initial date for Optional Redemption as specified in the related Note If i no initial date for Optional Redemption is indicated in the applicable Note, no Principal Amount stated therein for such Note will be payable prior to the Note Payment Date preceding the :related Principal Due Date In order to elect an Optional Redemption of a prepayable Principal Amount, the- Borrower shall give notice of its intention to make a prepayment of principal to the Trustee not less than sixty (60) days nor more than ninety (90) days prior to the Interest Due Date as of which the Borrower intends to make such prepayment The Trustee shall send a copy of the Borrower's notice to the Secretary to the attention of the Director, Financial Management Division Notwithstanding anything to the contrary contained in any such Borrower's notice, the BNDM05 151114701OW4316305 l mry 31 1995 14 J -641- Item 20 e Page 357 Trustee shall apply any payments received in respect of permitted Optional Redemptions to outstanding Principal Amounts of the =elated Note in inverse chronological order, commencing with the latest Principal Due Date. — Pursuant to any Note and the corresponding Contract, the Secretary has the right on or after the occurrence of an t Acceleration Event, to make an Acceleration Payment as of any 1 Interest Due Date on or after the earliest date for acceleration specified in the Note If the Secretary elects an acceleration, the Secretary shall deliver notice to the Trustee on or before the Note Payment Date immediately preceding the Interest Due Date selected for acceleration, and the Secretary shall make the Acceleration Payment to the Trustee by deposit of the Acceleration payment in the Certificate Account on or before the Distribution Date corresponding to such Interest Due Date SECTION 3 04 Guaranty Pursuant to each Guaranty, the Secretary shall unconditionally guarantee the timely payment of the principal of and interest on the Notes in the Trust to which such Guaranty relates SECTION 3 05. Notification of Amounts Due within one (1) month after the Date of Issuance, the Trustee shall prepare and provide to each Borrower, with a copy to the Secretary, a written schedule of total principal and interest due on the Notes of such Borrower for each Note Payment Date One (1) month before each BWD0105 1511147010004316305 J:nnuy 31 1995 is Item 20 -Page 358 -642- Mote Payment Date, the Trustee shall provide each Borrower written payment instructions with respect to the payment due on such Note payment Date SECTION 3.06. Collection of Note Payments, Certificate Account. The Trustee shall receive the payments due on the Notes, including payments in respect of any Optional Redemptions, and deposit such payments into the Certificate Account as provided in this Section 3 06 Each Borrower shall make payments directly to the Trustee by 3 00 P M (New York City time) on the Note Payment Date_ No later than 1 00 P.M (New York City time) on the sixth Business Day next preceding each Distribution Date, the Trustee shall determine whether all payments required to be made on the Notes have been duly received from each Borrower If such payments � have not been received, the Trustee shall notify the Secretary by a telephone call to the office of the Director, Financial Management Division, that the Secretary may be required to make one or more Guaranty payments, confirmed in writing by telex or telecopy in the form attached hereto as Exhibit C, including notice of the amount of each such payment. If a payment required to be made by a Borrower on a Note has not been duly received by the Trustee by the close of business on the third Business Day next preceding such Distribution Date, the Trustee shall notify the Secretary, by a telephone call to the office of the Director, Financial Management Division, confirmed in writing by telex or MVM105 15111470/O004316305 Jamiary 31 IM 16 -643- item 20 - Page 359 telecopy, in the form attached hereto as Exhibit D, that the Secretary is required to make one or more Guaranty payments, Ancludzng notice of the amount of each such payment The Secretary shall make any required Guaranty payment directly- into the Certificate Account by 10 00 A M. on such Distribution Date Such payments made into a Certificate Account by the Secretary pursuant to a Guaranty shall be made by wire transfer of immediately avazlable Federal funds directly into such account or by a check payable an immediately available Federal funds, if the amount being paid as less than $5,000 For each Series, the Trustee shall establish and maintain, for the benefit of the Certificateholders of such Series (sub]ect to Section 3 09 (ii)) , a separate non -interest bearing trust account (a "Certzficate Account") into which the Trustee shall deposit as received the following payments and collections received by it in xespect of principal of and interest on the Notes comprising the Trust to which such Series relates (i) All payments of interest on such Notes, including those made by the Borrower, those made with funds transferred by the Trustee from the Defeasance Account to the Certificate Account, and those made by the Secretary pursuant to a Guaranty, and 33WDC/105 15l1I470/00043l6305 January 31 1995 17 Item 20 - Page 360 -644- (xx) All principal payments on such Notes, including those made by the Borrower, those made with funds transferred by the Trustee from the Defeasance Account to the Certificate Account, and those made by the Secretary pursuant to a Guaranty, and (xii} All payments in respect of Optional Redemptions and Acceleration Payments The foregoing requirements for deposit into each Certificate Account shall be exclusive The Secretary and the Trustee shall not be required to deposit and shall not deposit into the Certificate Account any payment received from a Borrower on account of an Optional Redemption unless tuch payment conforms to all of the requirements specified herein and in the related Note for an Optional Redemption, provided, however, that the receipt of any nonconforming payment ws.11 not in any way reduce the obligation of the Secretary under the related Guaranty Unless otherwise specifically directed by the Secretary, the Trustee shall promptly return any such nonconforming payment to the applicable Borrower Any payments xecexved from a Borrower that were previously covered by payments made by the Secretary under the Guaranty (including late payments of snterest and principal) and any payments received from a Borrower after an Acceleration Payment has been made with respect to the related Note will be deposited by the Trustee into the MVA>C1105 15111470/M316305 Jami ry 31 1995 18 N -645- liens 20 m Page 361 Certificate Account upon receipt thereof, and such payments will be promptly transmitted to the Secretary SECTION 3.07. Defeasance Account Any Borrower may defease the entire unpaid aggregate Principal Amount of a Note, or the entire unpaid Principal Amount due on a Principal Due Date, at any time, subject to the corresponding Contract and this Agreement For each Note or Principal Amount thereof that the related Borrower elects to defease, the Borrower shall establish and maintain with the Trustee a trust account (a "Defeasance Account"), separate and apart from all other accounts of such Borrower and the Trustee. The Borrower shall irrevocably deposit into such account either moneys or Government Obligations that, in the sole discretion of the Secretary, mature and bear interest at times and in amounts sufficient, together with the moneys already on deposit with the Trustee for such purpose, to pay when due the principal and anterest to become due with respect to the related Principal Amount on or prior to the first Interest Due Date as of which such Borrower may make an Optional Redemption, as set forth in the x-elated Note, as the case may be The Borrower's election to defease shall be evidenced by giving written notices to the Trustee and the secretary, which notices shall authorize and direct the establishment of the related Defeasance Account, shall specify the money and Government Obligations to be deposited therein and shall specify the EWDC1105 15111470MW431630S Jamry 31 1995 19 i iC Item 20 m Page 362 -646- N particular Principal Amounts, sub3ect to the last sentence of the first paragraph of Section 3 03 herein, being def eased and the Yelated Principal Due Dates) and Optional Redemption Dates) [consistent with the related Note and Contract) For all purposes o£ this Agreement, to the extent that a Principal Amount is so specified for defeasance in accordance with the Contract, such specification shall constitute an election to redeem on the specified date for purposes of the related Mote, sub]ect to the last sentence of the first paragraph of Section 3 03 herein Upon and in accordance with the Secretary's instructions pursuant to the corresponding Contract, the Trustee shall apply so much of the sums deposited into a Defeasance Account as shall be necessary to purchases the Government Obligations designated by the Secretary's instructions. If the funds deposited were insufficient, or there were excess funds deposited, the Trustee shall follow the Secretary's directions as to the disposition of such funds The moneys and any Government Obligations held as part of a Defeasance Account shall be held as trust property solely for the 'benefit of the corresponding Certificateholders and shall be cont3muously so designated on the books and records of the Trustee To the extent that they constitute book -entry securities issued by the United States, such Government Obligations shall be held by the Trustee through a book -entry account maintained with the Federal Reserve Bank of New York Upon the purchase and/or delivery and NVDU105 35111470/M316305 ]=Mary 3I 1995 20 1 f VX; -647- Item 20 - Page 363 receipt into its book -entry account of any book -entry securities, the Trustee shall provide the Secretary with a certificate, signed by an Authorized Officer, confirming that such securities are being held in an account at the Federal Reserve Bank of New York and that the Trustee has marked its books and records to reflect that it is holding such securities in trust solely for the benefit of the corresponding Certificateholders Moneys and Government Obliga- tions held as part of a Defeasance Account shall be applied by the Trustee solely to the payment of principal of and interest on the xelated Principal Amounts and shall be maintained free of all liens, except such liens as may be created by this Agreement. The Trustee shall collect on the due dates thereof the principal of and interest and premium, if any, on the Government Obligations on deposit in the Defeasance Account and shall, without further authorization or direction, apply such receipts on each Distribution Date to the payment of interest and to the payment of the related Principal Amount, when applicable At the opening of business on the relevant Distribution Date, the Trustee shall transfer from the Defeasance Account to the Certificate Account the amount of interest and principal (if any) to be paid. Receipts in excess of the amount necessary to make the payments on each Distribution Date, shall be reinvested by the Trustee in Government Obligations (limited to Treasury bills) maturing on or before the next Distribution Date The Trustee 3Wr)C1705 15111470/000.2316305 Jamucy 31 1995 21 i 'U Item 20 -Page 364 -646® shall collect on the due dates thereof the principal of and interest and premium, if any, on such Government Obligations, and shall, without further authorization or direction, apply such receipts to the payment of interest and principal on the next Distribution Date. Amounts under $5, 000 that cannot be invested in such obligations on any Distribution Date may be held uninvested The Borrower shall have no right or title with respect to moneys and Government Obligations irrevocably deposited with the Trustee under this Section 3 07 Such moneys and Government obligations shall not be sub3ect to checks or drafts drawn by the Borrower or claims against the Borrower by any creditor of the Borrower other than the Secretary with respect to the payments due on the Notes Receipts in excess of the amount necessary to make final distributions in respect of the last Principal Amount outstanding on any Note shall be returned to the Secretary within 5 Business Days of such final distribution SECTION 3.08. Trustee to Act as Collection Agent Under the Notes and this Agreement, the Trustee shall act as collection agent for the purpose of receiving the payments due on the Notes and depositing such payments into the Certificate Account, as provided in Section 3.06 and Section 3.07. Notwithstanding the foregoing or any other provision contained herein, the Trustee shall have no duty or responsibility to enforce collection on any Note for any Automated Clearing House funds DWDC/105 15111470/0004316305 JwurM 31 1995 22 r Item 20 e Page 365 transfer, ware transfer, check, draft or other instrument made or given with respect to any Note) or otherwise to take any steps to seek payment thereon on behalf of the Secretary, as administrator, or any Certificateholder The Certificateholders acknowledge and agree that the Trustee shall have only those duties expressly provided in the Agreement and shall have no other duties or responsibilities with respect to the Certificateholders or the Trust, and that the Trustee shall have no duty to institute any suit, action or proceeding on behalf of Certificateholders to enforce the Guaranty or the Secretary's guarantee of the timely payment of all distributions payable with respect to any Certificate SECTION 3 09. Permitted Charges Against the Certificate Account. The Trustee shall, from time to time, withdraw funds from a Certificate Account for the following purposes (1) to make payments to the Certificateholders in the amounts and in the manner provided for in Section 4 01, and (ii) to clear and terminate the Certificate Account pursuant to Section 9 02, or as provided in the last sentence of Section 3 06 SECTION 3.10. Trustee_to Cooperate, Release and Assignment of Notes. Upon the payment in full of any Note (including pursuant to the Guaranty), the Trustee shall promptly release and assign the related Note to the Secretary From time to time and as BWDG105 15I114701Q004316305 JIMMY 31 1995 23 Item 20 - Page 366 0 i 1 appropriate for the administration of any Note, the Trustee shall, -upon written request of the Secretary signed by an Authorized Official and delivery to the Trustee of a trust receipt signed by an authorized Official, release such Note to the Secretary and shall execute such documents as shall be necessary for the prosecution of any such proceedings. Such trust receipt shall obligate the Secretary to return the Note to the Trustee when the need therefor by the Secretary no longer exists, unless all principal Amounts due on such Note shall be liquidated, in which case, upon deposit into the relevant Certificate Account of the full amount of unpaid principal of and interest accrued on such Principal Amounts and receipt by the Trustee of a certificate signed `by an Authorized Official stating that such Principal .Amounts have been liquidated, the trust receipt shall be released by the Trustee to the Secretary and the Trustee shall promptly provide the Secretary with an assignment of the Note to the Secretary. Notwithstanding the foregoing, neither the Trustee nor the Secretary shall be empowered to make any substitution of Notes in a particular Trust formed hereunder SECTION 3.11. Reimbursement of Trustee In the event that a Porrower makes a Note payment to the Trustee through an Automated Clearing House funds transfer system, and subsequent to the time at which the Trustee is required to notify the Secretary that the HWDCn05 1511147010004316305 January 31 1993 24 i a -651- Item 20 m Page 367 Secretary is required to make a Guarantee Payment with respect to such Note payment, as specified in Section 3 06 hereof, the Trustee shall receive a rejection of such Automated Clearing house funds transfer, then to the extent that the Trustee, at its sole option, shall have advanced its own funds in an amount equal to such rejected Automated Clearing House funds transfer, the Trustee shall be entitled to be reimbursed promptly by the Secretary for such amount, together with an amount representing interest expense on such funds up to the time of reimbursement (as provided below) In the event of any such rejection, the Trustee shall be reimbursed in the following manner (i) promptly upon receipt of notice from the Trustee by telecopy, telex or otherwise in writing of the occurrence of any such rejection, the Secretary shall reimburse the Trustee, by wire transfer of immediately available funds, for the amount of any such Automated Clearing House funds transfer so rejected, and (ii) upon the giving of such notice to the Secretary, the Trustee shall be authorized to charge the Fee Account in an amount sufficient to reimburse itself for any interest expense incurred by the Trustee by reason of such rejection from the I time of the relevant Distribution Date until the time of reimbursement of the Trustee by the Secretary pursuant to clause (i) above, provided, however, that to the extent that BWDC/105 15111470100043/6305 January 31 1995 25 i Keen 20 - Page 368 -652- ` the Fee Account does not contain sufficient funds to reimburse the Trustee in full for such interest expense, the Secretary shall, upon the request of the Trustee (which request may be .included in the notice specified in clause 13.) above), promptly pay the amount of any such deficiency directly to the Trustee In determining whether the Fee Account has sufficient funds for purposes of the foregoing reimbursement, consideration shall be given only to funds in the Fee Account an excess of those funds held for the payment of the Trustee's fees and for reimbursement of the Trustee's reasonable expenses and disbursements. The obligations of the Secretary under this Section 3 11 shall be payable solely out of grants pledged by the applicable Borrowers to the Secretary as y security for repayment of the Notes (and related costs authorized by the Secretary) pursuant to the applicable Contracts The obligations of the Secretary under this Section 3 11 shall survive the satisfaction and discharge of this Agreement. ARTICLE IV PAYMENTS TO THE CERTIFICATEHOLDERS SECTION 4.01. Payments and Distributions on each Distribution Date relating to a particular Series, the Trustee 33WDG105 15/11470/M3/6305 January 31 IM 26 a -653- Item 20 - Page 369 shall distribute to the Certificateholders of record as of the close of business on the Record Date therefor (other than as provided in Section 9 01 and Section 9 02 respecting the final distribution) each such Certificateholder's Fractional Undivided :Interest in the interest at the applicable Pass -Through Rate and principal due on the Certificates of such Series Distribution shall be made from funds available in the Certificate Account as of 10:00 A_M_ (New York City Time) on the applicable Distribution Date, other than amounts, if any, received on particular Notes representing late recoveries of principal and/or interest =espectirrg which any Guarantee Payment was made Unless DTC or its nominee (Cede & Co ) shall be the Certificateholder, such distribution shall be made (i) to Certificateholders holding Certificates in an aggregate Original Principal Amount of $1 million or more by wire transfer to such commercial bank located in the continental United States having appropriate facilities therefor as may be designated in writing by such Certificateholder to the Trustee (provided that such Certificateholder shall have provided the Trustee with appropriate written wire transfer instructions not later than 5 Business Days prior to the applicable Distribution Date) or (ii) otherwise, by check to the Person in -whose name such Certificates are registered at the close of business on the Record Date Where DTC or its nominee is the Certificateholder, distributions shall be made in accordance with BNQG103 1311147010OD4316303 JM=ry 31 1995 27 Item 20 - Page 370 -654- 2f -the applicable Letter of Representations For so long as DTC shall be the only registered Certificateholder, the Trustee shall have no duty to monitor distributions made to Certificate Owners and shall have no liability with respect thereto SECTION 4.02. Statements to the Certif3_cateholders and to the secretary. At the time of each distribution with respect to a particular Series, the Trustee will furnish to each Certifacateholder of such Series a statement setting forth the following information, stated on the basis of $1,000 Original Principal Amount, with respect to the Certificates of such Series owned of record by such Certificateholder (3.) The amount of such distribution allocable to praricipal (including a separate breakdown of any payments in respect of Optional Redemption or Acceleration Payments), (ii) The amount of such distribution allocable to interest, and (iii) The amount of such Certificateholder's Fractional Undivided interest in the aggregate unpaid Principal Amounts of Notes due on the Principal Due Date coinciding with the Maturity Date for such Certificates, after giving effect to distributions of principal made on such Certificates distributed on such Distribution Date In addition, within a reasonable period of time after the end of each calendar year, the Trustee will furnish a report to each 'RYMM05 15111470/W%316305 Jammy 31 1995 28 -655- Item 20 - Page 371 person who has held the status of Certificateholder at any time during such calendar year as to the aggregate of amounts reported pursuant to W and (iz.) above for such calendar year or, in the event such person was a Certificateholder of record_ during a portion of such calendar year, for the applicable portion of such year. In addition, within 30 days following the end of the calendar year, the Trustee shall file copies of the statements to Certificateholders referred to in the preceding paragraph with the Internal Revenue Service pursuant to the Income Tax Regulations governing grantor trusts. At the time the Trustee shall furnish any report to Certificateholders, it shall also furnish a similar report tb the Secretary, provided, that such report furnished to the Secretary shall be made with respect to the aggregate of all Certificates of a Series outstanding at the time of such report SECTION 4.03 Paving Agents The Secretary may appoint one or more paying agents in such place or places as the Secretary may designate, for the payment of amounts due on the Certificates The paying agent initially appointed hereunder is the Trustee, located at its Corporate Trust Office 0 BV4rJ105 151I14701OW4316305 IaMIM 31 1995 29 Item 20 . Page 372 ®656m FA ARTICLE V THE NOTES AND THE CERTIFICATES SECTIOX 5.01. Certificate Title and Terms, Issuance in Series_ The aggregate Original Principal Amount of Certificates that may be issued under this Agreement is unlimited, except that the aggregate Original Principal Amount of Certificates of any one Series shall be limited to the unpaid aggregate Principal Amount of Notes comprising the Trust to which such Series relates as of the Date of Issuance (except that Certificates may be issued upon transfer of, or in exchange for, or in lieu of other Certificates pursuant to the terms of this Agreement) The Certificates shall be known and designated as the "Section f _108 Government Guaranteed Participation Certificates, Series HUD Guaranteed by the Secretary of Housing and Urban Development,- which designation shall include an appropriate Series designation or designations, and the year of the Date of Issuance thereof. With respect to each Series, the Trustee shall, except as provided in Section 5 03, issue a single, separate Certificate for each Principal Due Date specified in all the Notes held in the related Trust, which Certificate shall also specify the aggregate of all Principal Amounts due on the'Notes to which such Principal Due Date relates and the Pass -Through Interest Rate applicable thereto_ BWDGI05 15111470/DW4316305 la=ry 3I 1993 30 _ V a -657- Item 20 - Page 373 Certificates of separate Series may differ, as between such Series, in respect of any of the following matters, subject to the terms of this Agreement (1) The designation of the Certificates off --the Series (which shall distinguish the Certificates of such Series from those of all other Series), (2) The aggregate Original Principal Amount of the Certificates of such Series, (3) The Principal Due Dates of the Notes to which such Series relates; (4) The Date of Issuance and the Pass -Through Interest Rates with respect to the Series, and (5) Optional Redemption and acceleration provisions (af any) SECTION 5.02 Certificates Execution Authentication and Dela.very Certificates shall be executed on behalf of the Secretary by an Authorized Officer of the Trustee as agent for the Secretary under the Trust -eels seal reproduced thereon The signatures of any such Authorized Officers on the Certificates may be manual or facsimile No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears thereon a certificate of authentication substantially in the form provided for in Exhibit A hereto executed by an Authorized Officer of the Trustee by manual signature and dated as WMID5 1511147010DW316305 January 31 1995 31 Stern 20 - Page* 374 -658- of the date of such execution, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed, authenticated and delivered hereunder Certificates bearing the manual or facsimile signatures of persons who were at any time the duly Authorized Officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of the Certificates to Certificateholders SECTION 5.03. Registration of Transfers and ExchancTes of Certificates. Denominations. The Trustee shall be the registrar of the Certificates for the purpose of registering Certificates and maintaining a record of any transfers and exchanges of Certificates as herein provided The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 5 06 hereof, a Certificate Register in which, subject to such reasonable requirements as the Trustee may prescribe, the Trustee shall provide for the registration of each Series and of transfers and exchanges of Certificates as herein provided The Certificates shall, sub3ect to this Section 5 03, at all times remain registered in the name of DTC or its nominee and at all times: (i) registration thereof may not be transferred by the Trustee except to a successor depository or to a nominee of DTC or a successor depository, (ix) DTC shall maintain book -entry records BVIDDIC5 1511I470100D4316305 Jamury 31 1995 32 e -659- 1#ern 20 - Page 375 with respect to the Certificate Owners and with respect to ownership and transfers of beneficial interests in the Certificates; (iii) ownership and transfers of registration of the Certificates issued in book -entry form on the books of DTC shall be governed by applicable rules established by DTC, and the rights of Certificate Owners shall be governed by applicable law and agreements between such Certificate Owners and DTC, Depository :Participants, and indirect participating firms, (iv) DTC may collect its usual and customary fees, charges and expenses from its Depository Participants, (v) the Trustee shall deal with DTC, as authorized representative of the Certificate Owners of the Certificates for all purposes including the making of payments due on the Certificates and exercising the rights of Certificateholders -under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners, and (vii) except'as provided in this Section 5_03, Certificate Owners shall not be entitled to certificates for the Certificates BWDG105 1511I47010OD4316305 January 31 1995 33 Item 20 -Page 376 -660- All transfers by Certificate Owners of beneficial interests in the Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm :representing such Certificate Owner. Each Depository -Participant shall transfer only beneficial interests in the Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with DTC's normal procedures Except as provided herein, the Trustee shall have no duty to monitor or restrict the transfer of beneficial interests in the Certificates, and shall have no liability for any such transfer, including any transfer made through the book -entry facilities of DTC or between or among Depository Participants or Certificate Owners, made in violation of applicable restrictions set forth herein The Secretary, the Trustee and any paying agent will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Certificate or for maintaining, supervising or reviewing any xecords relating to such beneficial ownership interests If (i) the Secretary or DTC advises the Trustee in writing that DTC is no longer willing, qualified or able to properly discharge its responsibilities as depository, and the Secretary is I tunable to locate a qualified successor, (3.3.) the Secretary at his option advises the Trustee in writing that he elects to terminate the book -entry system through DTC or (iii) Certificate Owners BMC1105 1511147010OD4316305 )amury 31 1995 34 -661- Item 20 - Page 377 =epresent3.ng not less than 5111; of the aggregate voting rights allocated to the Certificates together advise the Trustee and DTC through the Depository Participants in writing that the continuation of a book -entry system through DTC is no longer in the best interests of the Certificate Owners, the Trustee shall notify all Certificate Owners, through DTC, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate owners requesting the same Upon surrender to the Trustee of the related Certificates by DTC, accompanied by registration instructions from DTC for registration, the Trustee shall issue the Definitive Certificates Neither the Secretary nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected an relying on, such instructions Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by DTC shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the holders of the Definitive Certificates as Cert2-f3.cateholders hereunder Unless Definitive Certificates are issued in accordance with this Section 5 03, the Certificates for each Series shall be initially registered in the name of DTC or its nominee, and shall be evidenced by a single global Certificate for each Maturity Date BWDG105 131114701OW4316305 January 31 1995 35 Item 20 - Page 378 -662- U substantially in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or the dorm of Certificate attached hereto, or as may be necessary or desirable to reflect the varying terms of different Series, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith and with such form of Certificate, be required to comply with the rules of any securities exchange on which the Certificates may be listed, or as may, consistently herewith and with such form of Certificate, be determined by the Secretary, as evzdenced_by the execution of such Certificates in accordance with Section 5.02 The Certificates shall, on original issuance, be issued by the 1 Trustee as agent for the Secretary through the book -entry facilities of DTC and shall be executed, authenticated and delivered by the Trustee to or upon the written order of the Underwriters as specified in Section 2 03, upon receipt by the Trustee of the Notes comprising the Trust to which such Series relates, the related Guaranty and the Supplement to the Trust Agreement as specified in Section 2 01 hereof and such other documents as the Trustee may reasonably request and upon establishment of the related Certificate Account. The face amount of each Certificate shall represent 1000 of the original Principal BIYDCJIDS 1511147OMW4316305Iamury 31 1995 36 1 f -663- Items 20 -Page 379 Amount thereof Each such Certificate shall bear the following legend - "Unless this Certificate is presented by an authorized representative of The Depository —Trust Company, a New York corporation ("DTC"), to the Secretary or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co , has an interest herein " Subject to the preceding paragraphs, upon surrender for registration of transfer of any Certificate of any Series at the office or agency of the Secretary maintained for such purpose pursuant to Section 5-06, the Trustee shall execute on behalf of the Secretary, authenticate and deliver, in the name of the designated transferee or transferees, a new Certificate of the same Series, Maturity Date and Pass -Through Rate, in denominations authorized hereunder, of a like aggregate Fractional Undivided Interest BVVDCIIOS 1511147010004316305 January 3t 1995 37 Item 20 - Page 380 -664- 0 At the option of Certificateholders, Certificates of any series may be exchanged for other Certificates, as applicable, of the same Series of authorized denominations of like tenor (including Maturity Date and related Pass -Through Interest Rate) and aggregate Fractional Undivided Interest upon surrender of the related Certificates to be exchanged at any such office or agency Whenever any Certificates are so surrendered for exchange, the Trustee shall record in the Certificate Register the Certificates, as applicable, which the Certificateholder is entitled to receive Tvexy Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer or authorization for exchange in form satisfactory to the Trustee duly executed by, the Certificateholder thereof or his attorney duly authorized in *Writing A service charge equal to a reasonable fee of the Trustee shall be charged to the Person presenting the Certificate for transfer or exchange upon any registration of transfer or exchange of such Certificate, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. All Certificates surrendered for payment, registration of transfer or exchange shall be cancelled by the Trustee in Z VDG105 I511147010004316305 J==Ty 31 1995 38 1 -665- (tern 20 - Page 381 accordance with its standard procedures All such cancelled Certificates shall be forwarded to the Secretary by the Trustee, Xrom time to time As long as DTC is the sole Certificateholder, C-erts.ficates having the same Maturity Date shall be registered as a single Certificate. Definitive Certificates issued under Section 5 03 herein shall be issued in such denominations as the Secretary and the Underwriters shall agree and as are administratively acceptable to the Trustee The Certificates shall be dated the date of their authentication and shall be numbered in such manner as shall be approved by the Trustee SECTION 5 H . Mutilated, Destroyed, Lost or Stolen Certificates. If W any mutilated Certificate is surrendered to the Secretary or the Trustee, or the Secretary and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Secretary and the Trustee such security or indemnity as may be =equi.red by either or both of them to save Bach of them harmless, then, in the absence of notice to the Secretary or the Trustee that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute on behalf of the Secretary, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Series and of like tenor and Fractional Undivided Interest BWDC1105 I51I I47010004316305 Janwry 32 2995 39 Item 20 a Page 382 -666- Dpon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses connected therewith_ Any dnplmcate Certificate issued pursuant to this Section shall 1=onstitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time I& The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates SECTION 5.05. Persons Deemed Owners Prior to due presentation of a Certificate for registration of transfer, the Secretary, the Trustee and any agent of the Secretary or the Trustee may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4 01 hereof and for all other purposes whatsoever, and neither the Secretary, the Trustee mor any agent of the Secretary or the Trustee shall be affected by motive to the contrary. SECTION S.06. Maintenance of Office or Meng The Secretary -will maintain a designated office or agency where Certificates may be surrendered for registration of transfer or exchange and where IMDrIIW 1511147OMDD43/6305 3a=ary 31 1995 40 1 -667- item 20 -Page 383 ?notices and demands to or upon the Secretary in respect of the Certificates and this Agreement may be served The Secretary initially appoints the Corporate Trust Office of the Trustee as such office for said purposes The Secretary will give prompt written notice to the Trustee of any change in the location of any such office or agency ARTICLE VI THE CERTIFICATE GUARANTEE SECTION 6.01 Certificate Guarantee In addition to the Secretary's guarantee of the timely payment of the principal of and interest on the Notes pursuant to the Guaranty, and in consideration for the purchase of the Certificates by such Certificateholders, the Secretary also, by execution of a Certificate Guarantee in the form attached hereto as Exhibit A, -unconditionally guarantees to each Certificateholder of a Certificate executed, authenticated and delivered by the Trustee the due and timely payment of all distributions payable with 'respect to such Certificate when and as the same shall become due and payable according to the terms of such Certificate and of this Agreement_ The Secretary agrees that its obligations under the Certificate Guarantee shall be unconditional, irrespective of the RWDCJ105 1511147010004316305 January 31 1995 .41 Items 20 - Page 384 -668- -validity, regularity or enforceability of such Certificate or this 14greement, the absence of any action to enforce the same, any waiver or consent by the Certificateholder of such Certificate or by the Trustee with respect to any provisions thereof or of this .Agreement, the recovery of any judgment against the Secretary or any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Secretary hereby waives diligence, presentment, aemand of payment, any right to require a proceeding first against a Trust, protest or notice with respect to such Certificate and all 6lemands whatsoever, and covenants that this Certificate Guarantee -ai11 not be discharged except by complete performance of the obligations contained in the Certificate and in the Certificate Guarantee. - The Secretary shall be subrogated to all rights of the Trustee and of the Certificateholders to receive payments made by the Borrowers pursuant to the Notes in respect of any amounts paid by the Secretary pursuant to the provisions of the Guaranty of the Notes, the Certificate Guarantee or this Agreement As long as DTC ,or its nominee shall be the only registered Certificateholder, the Trustee shall act as DTC's agent solely for the purpose of enforcing the Certificate Guarantee ' With respect to Definitive Certificates issued in accordance with Section 5 03, the Trustee shall have no obligation to request payments under or compel 3 VDCnD5 1511147 A=431 3M Jamnry 3I 1995 42 7 l i _e A -669- Item 20 - Page 385 payment by the Secretary of any amounts due to be paid under the Certificate Guarantee SECTION 6.02. Execution and Delivery of Certificate Guarantees. To evidence the Secretary°s guarantee of the Certificates, the Secretary hereby agrees to execute a Certificate Guarantee, substantially in the form set forth in Exhibit A hereto, as appropriate, to be endorsed on each Certificate executed on behalf of the Secretary, authenticated and delivered by the Trustee_ Each such Certificate Guarantee shall be manually executed on behalf of the Secretary by an Authorized official No Certificate authenticated and delivered by the Trustee hereunder shall be entitled to the benefits of the Certificate Guarantee unless such Certificate shall have endorsed thereon a Certificate Guarantee executed as aforesaid Certificate Guarantees bearing the manual signatures of individuals who were at any time the duly Authorized officials of the Secretary shall bind the Secretary, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Certificates upon which such Certificate Guarantees are endorsed The delivery of any Certificate by the Trustee, after the authenta..cation thereof hereunder, shall constitute due delivery of the Certificate Guarantee endorsed thereon on behalf of the Secretary_ BWM105 1511I470/WO43/6305 January 31 199S 43 Item 20 - Page 386 -670- ARTICLE VII RIGHTS AND DUTIES OF BORROWERS SECTION 7.01. Compensation and Indemnification of Trustee (a) Each Borrower shall pay the Trustee an initial fee on the Mate of Issuance as reasonable compensation for all services to be rendered by it hereunder and as payment or reimbursement for all reasonable expenses and disbursements (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all other persons not regularly in its employ) to be Incurred by the Trustee under the Agreement The aggregate amount of such fees from all Borrowers with respect to a Series of Notes shall bqt specified in the Supplement to the Trust Agreement for the related Series The Trustee shall deposit such fee in a non - interest bearing Fee Account established for each Series, separate and apart from any Trust and from all other accounts of such Borrower and the Trustee and over which the Trustee shall have exclusive control On an annual basis, commencing on the Date of Issuance, the Trustee will deduct from the applicable Fee Account the compensation and reimbursements due hereunder for such year The Secretary shall also pay the Trustee any additional compensation and reimbursement payable to the Trustee pursuant to the provisions of Section 3 11 Upon the failure of any Borrower To fund the Fee Account as aforesaid, the Secretary shall fund the 31VIDC1105 15/11470/00043/6305 Juwa y 31 1995 44 -f71® Item 20 - Page 387 Fee Account on behalf of such Borrower, which payment shall be satisfied solely out of grants pledged by such Borrower to the Secretary as security for repayment of the Notes (and related costs authorized by the Secretary) pursuant to the Contract— (b) The Secretary hereby agrees- (1) to reimburse the Trustee upon its request for all xeasonable extraordinary out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Agreement (including the reasonable compensation and expenses and disbursements of its agents, attorneys and counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith, and (2) to indemnify the Trustee for, and to hold it ]harmless against, any loss, liability or expense incurred without bad faith, willful misconduct or gross negligence on its part arising out of or in connection with the acceptance or administration of this Agreement or the Notes, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Secretary promptly of any claim for which it may seek indemnity under this Clause (2) The Secretary shall defend the claim and the Trustee shall cooperate in the defense BWDC1105 151114701p004316305 January 31 1995 The Trustee may have separate counsel 45 Item 20 - Page 388 -672- fl with the consent of the Secretary and the Secretary will pay the seasonable fees and expenses of such counsel The Secretary need not pay for any settlement made w3.thout its consent The obligations of the Secretary under this Section 7 O1(b) shall be payable solely out of grants pledged by the applicable Borrowers to the Secretary as security for repayment of the Notes {and related costs authorized by the Secretary) pursuant to the applicable Contracts The obligations of the Secretary under this Section 7 01(b) shall survive the satisfaction and discharge of this Agreement ARTICLE VIII CONCERNING THE TRUSTEE SECTION 8.01. Duties of Trustee The Trustee hereby accepts the trusts imposed upon it by this Agreement and undertakes to perform such duties and only such duties as are specifically set forth an this Agreement. The Secretary hereby designates and appoints the Trustee as its agent for the purpose of issuing, on behalf of the Secretary, the Certificates of each Series. The Trustee hereby accepts such designation and appointment and agrees to issue the Certificates of each Series in its capacity as agent for the Secretary and pursuant to the terms and provisions of this Agreement $WDGIOS 1511147010004316305 January 31 1995 46 f a -673- Item 20 - Page 369 Except upon compliance with the provisions of Section 3 10, none of the Notes or any other instruments or documents constituting a part of any Trust shall be delivered by the Trustee to the Secretary or otherwise released from the possession of the Trustee. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith, provided, however, that W The duties and obligations of the Trustee shall be determined solely by the express provision of this Agreement, the Trustee shall not be liable except for negligence or willful misconduct in the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth and accuracy of the statements and contents and the correctness of the opinions expressed therein, upon any certificates, opinions, resolutions, statements, reports, documents, orders or other instruments furnished to the Trustee and conforming to the requirements of this Agreement, (ii) The Trustee shall not be personally liable for an error of judgment made in good faith by an Authorized Officer BWDGIO5 151114701OW43/&V5 Jamary31 1995 47 Item 20 - Page 390 -674- vto 3 or .Authorized Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and (13.a.) No provision of this Aggeement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers SECTION 8.02. Certain Matters Affecting the Trustee Except as otherwise provided in Section 8 01 (i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate of an Authorized Official, certificate of auditors or any other certificate, statement, instrument, opinion (including an oral opinion or advice of its counsel), report, notice, request, consent, order, appraisal, 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, (ii) The Trustee may consult with its counsel and any opinion of such counsel, whether oral or written, shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel, and the Trustee shall not be required to take any action in violation of law or any action which would, in its reasonable BVMM05 15111470/0004316M lawny 31 1995 48 1 f -675- Item 20. - Page 391 determination, expose it to any fine or penalty imposed by law; (3.11) The Trustee shall not be personally liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the dx.scret3.on or rights or powers conferred upon it by this Agreement, (iv) The Trustee may exercise any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder, (v) The Trustee shall not be obligated to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, consent, order, approval or other paper or document, (vi) Any request or direction of the Secretary referred to herein shall be sufficiently evidenced if signed by an Authorized Official, and (vi3_) Whenever in the administration of this Agreement the Trustee shall deem it desirable that a matter be proven or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein RWDC1105 15I1I47010OD4316305 January 31 M 49 _V Item 20 o Page 392 -676- �j),` El specifically prescribed) may, in the absence of bad faith on its part, rely on a certificate of an Authorized official SECTION 8 03 Trustee Not Liable for Certificates or Notes The recitals contained herein and in the Certificates -.other than the certificate of authentication on the Certificates) shall be taken as statements of the Secretary, and the Trustee assumes no responsibility for the correctness of the same The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Guaranty, the Certificates, the Certificate Guarantee or of any Note or related document and shall not be held liable for any defect in any portion thereof The Trustee shall not be accountable (a) for the use or application W of any of the Certificates after issuance in accordance with this Agreement or {ii) of the proceeds of such Certificates after distribution to Borrowers in accordance with this Agreement or (b) for the use or application of any funds paid to the Secretary in respect of any Note. SECTION 8.04 E13.ibil3.ty Reauirements for Trustee The Trustee hereunder shall at all times be a corporation having its principal office in the State of New York and organized and doing business under the laws of such State or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000 and be subject to supervision or examination by MWDC1105 15111470t0004316303 January 31 1445 S a -677- Item 20 o Page 393 Federal or State authority If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall xesign immediately in the manner and with the effect specified in Section 8 05 SECTION 8 05 Resignation and Removal of the Trustee Subject to the further provisions of this Section 8 05, the Trustee may resign at any time and be discharged from its duties as Trustee hereunder by giving at least Go days, prior written notice of such resignation to the Secretary and specifying the date on which such resignation is to take effect, and the Trustee may be removed by the Secretary as the Trustee at any time, with or without cause, by giving at least five (5) Business Days, prior written notice of such removal delivered to the Trustee and specifying the date on which such removal is to take effect Upon any such resignation or xemoval, the Secretary may, without other formality than appointment and designation in writing (a copy of which written instrument shall be promptly provided to the resigning or removed Trustee) , appoint a successor trustee and agent, provided that such IIWDG105 15111470/00043/6305 January 31 1995 S1 Aem 20 y94 68 a/ o successor trustee and agent shall be eligible under the provisions of Section 6 04. Any successor trustee and agent appointed as provided herein shall execute, acknowledge and deliver to the Secretary and to its predecessor trustee and agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee and agent shall become effective and such successor trustee and agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee and agent herein Upon acceptance by such successor trustee of its appointment hereunder or in the absence of such an appointment upon the effective date of the resignation or removal as specified in the applicable notice referred to above (or, if the notice does not so specify, the expiration of the 60- or 5-day period referred to above), the Trustee shall deliver all of the Notes and other property constituting the Trusts then in its custody to such successor trustee (or the Secretary, if no successor trustee has been appointed) against receipt by such successor (or the Secretary, if no successor trustee has been appointed), including without limitation, by transmitting to such successor trustee (or the Secretary, if no successor trustee has been appointed) for deposit into successor accounts established by the successor trustee (or the Secretary, if no successor trustee has been BWDG105 15/11470/0 MI6305 January 31 1995 52 1 s t -679- Item 20 - Page 395 appointed), all funds in or otherwise to the credit of the Certificate Accounts, and the Trustee shall otherwise release, assign and deliver to such successor trustee (or the Secretary, if mo successor trustee has been appointed) all other property constituting the Trusts in its possession, and effect a transfer of such property in such manner and pursuant to such instruments as the Secretary shall reasonably request The Trustee shall likewise deliver at such time to such successor trustee (or the Secretary, -if no successor has been appointed) all moneys deposited into any Fee Account in respect of any outstanding Series upon payment of its charges in accordance with this Agreement, the Certificate Register and all related records and documents in its possession The Trustee shall not be discharged from its duties or obligations hereunder following its resignation or removal until such property has been delivered to such successor and transferred, as provided above. SECTION 8.06 Mercer or Consolidation of Trustee Any corporation into which the Trustee may be merged or converted or 'With which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee sball be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 8 04, 13WDG10S 1511147010004316305 Jumary 31 199S 53 Items 20 - Page 396 -660- 3 3 without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 8.07. Trustee May Own Certificates The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it ,were not Trustee. SECTION 8.08 Fidelity Bond or Insurance The Trustee shall obtain a fidelity bond or insurance in such amounts as the Secretary determines to be necessary to protect fully the interests of the United States Government against losses caused by or resulting from any actions of the Trustee, its employees or its agents. In no event shall the Trustee's bonding limits be less s than $100,000,000 or its first class mail insurance coverage be less than $250,000 ARTICLE IX TERMINATION OF TRUST AND FINAL PAYMENT OF CERTIFICATES SECTION 9 01 Termination The respective obligations and responsibilities of the Secretary and the Trustee created hereby with respect to any Trust (other 'than the obligation of the Secretary and the Trustee to make payments to Certificateholders as hereafter set forth) shall terminate upon the final payment of the ZWDCnOS 15111470/0004316305 Jamury 31 1995 54 J 4 -681- Item 20 - Page 397 last remaining Principal Amount, together with accrued and unpaid interest thereon, whether on the Note Payment Date immediately preceding the related Principal Due Date, upon Acceleration payment, upon payment with respect to an Optional Redemption or upon payment from a Defeasance Account SECTION 9 02. Final Payment of Certificates. (a) With respect to any Certificate with respect to which final payment is due to an Optional Redemption or an Acceleration Payment, the Trustee shall gave notice to each Certificateholder of such final payment, specifying the date on or after which each Certificateholder may present and surrender their Certificates for payment and cancellation at the office of the paying reagent maintailed pursuant to Section 4 03, such final payment to be made only upon such presentation and surrender The date of surrender specified in such notice shall be the Distribution Date next following the Note Payment Date to which such anal payment relates. Such notice shall be given by the Trustee by letter to such Certificateholders (with a copy thereof to the Secretary) mailed not later than the fifth Business Day subsequent to the Note Payment Date to which such final payment relates, provided, that the Trustee has received timely notice from the Secretary as provided an Section 3 03, if any, relating to such final payment The Record Date shall not be effective with respect to any final payment made in accordance with this paragraph MVIM105 1511147010004316305 January 31 1995 55 Item 20 - Page 398 �r -682- 9 (b) If final payment of a Certificate shall be due on the Maturity Date in the absence of any earlier Optional Redemption or Acceleration Payment, no notice need be given and final payment -rill be made from the Certificate Account on the Maturity Date upon presentment and surrender of the related Certificate at the office ,of the paying agent maintained pursuant to Section 4 03. (c) The Trustee shall notify the Secretary of any moneys in the Certificate Account which shall remain unclaimed by any Certifzcateholder entitled to receive the same for six months after the Distribution Da_ upon which such final payment was due Such unclaimed funds may be paid to the Secretary upon written request signed by an Authorized Official, and the Certificateholders shall thereafter look only to the Secretary for payment of such amounts, and all liability of the Trustee with respect to such amounts shall thereupon cease ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.01. Amendment This Agreement may be amended in -writing from time to time by the Secretary and the Trustee, without the consent of any of the Certificateholders or the Borrowers, provided, however, that no such amendment shall, without the consent of the Certificateholder of such Certificate, reduce in any BiVDC11L15 1511147010004316305 )smimy 31 1995 56 1 #1 l ;, -683- item 20 - Page 399 :manner the amount of, or delay the timing of, payments received on Rotes, including Guarantee Payments, which are required to be distributed on any Certificate In executing, or accepting the aaditional trusts created by, any amendment permitted by this Section 10.01 or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled to receive, and (subject to Section 8 01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment ds authorized or permitted by this Agreement The Trustee may, but shall not be obligated to, enter into any such amendment affecting the Trustee's own rights, immunities or liabilities under this Agreement or otherwise SECTION 10 02 Limitation on Rights of Certificateholders As provided in each Certificate, the Certi.ficateholders are entitled to the benefits of this Agreement to the full extent provided herein, provided, however, that notwithstanding the foregoing or any other provision contained herein or in any Certificate, except as specifically provided herein the Trustee shall not be deemed an agent or fiduciary for or on behalf of any Certificateholder or any Borrower issuing a Note, and the Trustee shall have no fiduciary duties=or responsibilities with respect to any such Person, or any duty to take any action with respect to any Trust, except such duties and responsibilities as are specifically provided herein BVMM05 W1147010004316305 January 31 1445 57 Otero 20 e Page 400 -664® oV The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or any Trust, nor entitle such Certificateholder°s legal representatives or hears to claim an accounting or to take any action or proceeding in any court for a partition or winding up of any Trust, nor otherwise affect the sights, obligations and liabilities of the parties hereto or any of them. No Certxficateholder shall have any right to vote or in any momer otherwise control the operation and management of any Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute Certi€icateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by season of any action taken by the parties to this Agreement pursuant to any provision hereof No Certificateholder is intended to have, nor shall. any Certxficateholder have, any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement SECTION 10-03 o Inspect3.on of Documents by Certifi.cateholders. The Trustee shall keep a fully exec$ted or conformed copy of this Agreement (together with all amendments, supplements, waivers and consents hereto) on file at its Corporate Trust office and shall ]MC1105 1511147010OD431630S January 31 1995 58 i -685- Item 20 - Page 401 permit reasonable inspection (and limited copying) to be made of this Agreement during normal business hours by any Certificateholder or by its designee, at such Person's expense, provided that the Person purporting to be such Certificateholder or designee establishes his identity and capacity to the Trustee's satisfaction SECTION 10.04 Governinct Law Except for the Secretary's rights and obligations under the Act and the Secretary's regulations thereunder (24 C F it 570), this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 10 05 Notices All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when and if personally delivered at or mailed by registered mail, postage prepaid, (a) in the case of the Secretary, to the United States Department of Housing and Urban Development, 451 Seventh Street, S W , Washington, D C 20410, .Attention_ Director, Financial Management Division, Office of the Assistant Secretary for Community Planning and Development, or such other address as may hereafter be furnished to the Trustee in writing by the Secretary, and (b) in the case of the Trustee, to Chemical Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001, Attention Corporate Trustee Administration or such other 13yVDC/105 15111470100043/6305 hnuuy 31 1995 59 N item 0 h .:- <1 J address as may hereafter be furnished to the Borrowers and to the Secretary, in writing, by the Trustee, including any change of address related to a merger or consolidation affecting the Trustee Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice_ SECTION 10.06. Severability of provisions if any one or more of the covenants, agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Certificateholders thereof SECTION 10.07. Counterparts This Agreement may be executed in several counterparts, each of which shall be an original and all of which together constitute but one and the same instrument 0 BWDGtOS 15f11470M004316305 January 31 1995 60 -687- Item 20 - Page 403 IN WITNESS WHEREOF, the Secretary and the Trustee have caused their names to be signed hereto by their respective officers tthereunto duly authorized as of the day and year first above mitten_ f XWDM05 ldnld' IOW43l6303 JamiM 24 1995 .�• e : • . t . r , • , . • ,,�. rr CHEMICAL BANK, as Trustee BY, Assistant vice President 61 Item 20 - Page 404 -666_ IN WITNESS WHEREOF, the Secretary and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written — SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY - Title CHEMICAL BANK, as Trustee BY / Assistant Vic p IV Pr dent 8WDG105 IM1147010004316M JUX&M 24 1495 61 2 item 20 ® Page 405 EXHIBIT A [FORM OF CERTIFICATE] [Unless this certificate is presented by an authorized xepresentat3.ve of The Depository Trust Company, a New York corporation ("DTC"), to the Secretary or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co or in such other name as is requested by an authorized representative of DTC (and any payment zs made to Cede & Co or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONTGFUL -inasmuch as the registered owner hereof, Cede & Co , has an Interest herein J * SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATE Evidencing a Fractional Undivided Interest in a portion of a Trust consisting of Notes issued by UNITS OF GENERAL LOCAL GOVERNMENT AND PUBLIC AGENCIES DESIGNATED BY SUCH UNITS OF GENERAL LOCAL GOVERNMENT and fully guaranteed as to timely payment of princxpal and interest by THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT Certzf zcate No SERIES: HUD 19-- Pass-Through Interest Rate - Date of Issuance Distribution Dates Maturity Date Original Principal Amount representing a E ]o Fractional Undivided Interest in a portion of a Trust consisting of the principal Amounts of the Notes due on the Principal Due Date set forth below Principal Due Date CUSIP No This language will appear only on Certificates held by DTC or its nominee 33WDG105 15/11470/00D43/6305 January 31 199S A-1 Item 20 - Page 406 -690- �^ I THIS CERTIFIES THAT , is the registered owner of the Fractional Undivided Interest set forth above, in a portion of a Trust consisting of Notes issued by Units of General Local Government and Public Agencies designated by such Units of General Local Government ("Borrowers") and guaranteed by the Secretary of the United States Department of Housing and Urban Development (the "Secretary") The holder of this Certificate (the vCertaficateholder") is entitled to the benefits of a Trust Agreement dated as of January 1, 1995, as supplemented by a Supplement to the Trust Agreement, dated the Date of Issuance set forth above (together with the Trust Agreement, the "Agreement"), each by and between the Secretary, as sponsor of such Trust created on behalf of the Borrowers, and Chemical Bank (or any successor thereto), as Trustee All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agreement This Certificate is issued under and is sub)ect to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder by virtue of the acceptance hereof assents and by which such Certificateholder is bound The Trustee will distribute on each Distribution Date, or, if any such day is not a Business Day, on the next succeeding Business Day (the "Distribution Date"), commencing on the Distribution Date next succeeding the Date of Issuance, to the Person in whose name IMC1185 15/1147alM3/6305 January 31 1995 A-2 i f t r ri I -691- Item 20 - Page 407 this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date (the '"Record Date") , an amount equal to accrued interest and receipts in respect of principal due on Notes having the same Principal Due Date as set forth on this Certificate, including any Guaranty payments made by the Secretary, but excluding the amounts, if any, received as late payments of principal and interest and respecting which the Secretary has made Guarantee Payments Interest will accrue on the outstanding principal amount of this Certificate at the Pass -Through Interest Rate stated above, calculated on the basis of a year of 360 days, consisting of twelve 30-day months, from the Date of Issuance until payment of such principal amount shall have been made or duly provided for, and interest so accrued will be payable semi-annually on each Distribution Date Where DTC or its nominee is the sole Certificateholder, distributions shall be made in accordance with the applicable Letter of Representations If DTC or its nominee is not the sole Certificateholder, distributions shall be made W by the Trustee or other paying agent to Certificateholders holding Certificates in an aggregate principal amount of $1 million or more by wire transfer for the account of such Person in immediately available BWDC1105 1511147010004316305 Jaw;try 31 1995 A-3 ,ii .� ,. 1; •a funds to such commercial bank located in the continental: United States having appropriate facilities for such purpose as may be designated in writing by the Person in whose name this Certificate is registered to the Trustee (provided that such Person shall have provided the Trustee with appropriate written wire transfer instructions not later than 5 Business Days prior to the applicable Distribution Date or (ii) by check to the Person .in whose name such Certificates are registered at the close of business on the Record .Date- Notwithstanding the above, the final distribution on this Certificate will be made on the Distribution Date coinciding with the related Maturity Date, or, if the final distribution shall occur prior to such date, such final distribution will be made -without'regard to the Record Date after notice by the Trustee of the pendency of such distribution and of the date on or after which this Certificate may be presented and surrendered for payment, and, an either case, only upon presentation and surrender of this Certificate at the office or agency maintained by the Secretary pursuant to the Agreement Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose NWDG10S 151114701000431630E )2mary 31 1995 A-4 r -693- Item 20 -Page 409 This Certificate is one of a duly authorized issue of Section IDS Government Guaranteed Participation Certificates of the Series set forth on the face of this Certificate (herein called the "Certif.icates") and representing the Fractional Undivided Interest set forth on the face hereof in (3.) a portion of a Trust consisting of the Principal Amounts of Notes due on the Principal Due Date specified above, (ii) such funds as from time to time may be credited to the certificate account relating to this Series created by the Trustee pursuant to the Agreement (the "Certificate Account") and (iii) the Guaranty with respect to such Notes (the Notes, such funds credited to the Certificate Account, and the Guaranty being hereinafter called the "Trust") The timely payment of principal and interest is guaranteed by the Secretary pursuant to the Guaranty By acceptance hereof, the Certificateholder acknowledges and agrees that, in consideration for the Guaranty and- the Secretary's guarantee of the timely payment of all distributions payable with respect to this Certificate, the Secretary has appointed the Trustee to administer the Notes in accordance with the express berets of the Agreement but shall retain full power and authority, acting alone, to do any and all things in connection with such administration which it may deem necessary or desirable, and shall have the sole and exclusive right to take action and assert claims B1MM05 1511147010004316305 January 31 1995 A-5 X with respect to the Notes Any term of any Note may be modified by such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note No such change in the terms of any Note shall alter or affect the Secretary's guarantee of timely payment of all principal and interest on such Note or this Certificate The Certificateholder acknowledges and agrees that the Trustee shall have only those duties expressly provided in the .Agreement and shall have no other duties or responsibilities with respect to the Certificateholders or the Trust, except that, as long as DTC or its nominee shall be the only registered Certificateholder, the Trustee shall act as DTC's agent solely for the purpose of enforcing the Certificate Guarantee upon the payment in full of all amounts due on any Note (including pursuant to the Guaranty) the Trustee shall promptly xelease and assign such Note to the Secretary and such Note will no longer constitute a part of the Trust As long as DTC is the sole Certificateholder, Certificates having the same Maturity Date will be registered as a single Certificate Definitive Certificates issued under the Agreement shall be issued in such denominations as the Secretary and the Underwriters shall agree and as are administratively acceptable to the Trustee Prior to due presentation of this Certificate for BZVDC1105 1511 I470J0004316305 January 31 1995 A- S l Item 20 -Page 411 xegistration of transfer, the Secretary and the Trustee and any agent of the Secretary or the Trustee may treat the person in whose tame this Certificate is registered as the owner hereof for all purposes, and neither the Secretary, the Trustee nor any such agent shall be affected by notice to the contrary Pursuant to the Agreement, the Secretary will maintain a designated office or agency where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Secretary in respect of the Certificates and the Agreement may be served The Secretary has initially appointed the Corporate Trust Office of the Trustee as such office for said purposes The Secretary will give prompt written notice to the Trustee and the Certificateholders of any change in the location of any such office or agency The Trustee is the registrar of the Certificates The Trustee shall cause to be kept at the office or agency referred to above a Certificate Register in which the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in the Agreement. A service charge equal to a reasonable fee of the Trustee shall be charged to the Person presenting this Certificate for BWDG105 15111470100043163051a=ry 31 1995 A-7 Item 20 - Page 412 -696- transfer or exchange upon any registration of transfer or exchange of this Certificate, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of this Certificate The Agreement may be amended from time to time by the Secretary and the Trustee without the consent of any of the Certificateholders, provided, however, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Notes, including Guarantee Payments, which are Yequired to be distributed on any Certificate without the consent of the affected CoZrtificateholder- No such amendment, modification, waiver or consent shall adversely affect the rights of the Certificateholders of any Certificate issued in accordance -with the terms of the Agreement and outstanding at the time of such amendment, modification, waiver or consent The Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee ZWDC1105 15111470J000431630S January 31 1995 A- 8 t -697- Item 20 -Page 413 The obligations created by the Agreement and the Trust created thereby with respect to this Certificate shall terminate upon the final payment of the last remaining Principal Amount, together with accrued and unpaid interest thereon, to the Certificatcholders by the Trustee or the Secretary or pursuant to applicable law with respect to unclaimed funds as the case may be 1 0 ZWDCJ105 15/1147010004316305 January 31 1995 A- 9 Item 20 - Page 414 -698- IN WITNESS WHEREOF, the Secretary has caused this Certa.ficate to be duly executed on its behalf by sts 3.ssu3_ng agent, the Trustee, under the official seal of the Trustee CHEMICAL BANK, as Trustee By Authorized Officer ISeal] Attest. By: Authorized Officer FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the within - mentioned Agreement CHEMICAL BANK, as Trustee Eys Authorized officer Mate. DWDC1105 15111470/OW4316305 January 31 1995 A-10 t -699- Item 20 - Page 415 [FORM OF CERTIFICATE GUARANTEE] The Secretary hereby unconditionally guarantees to the Certificateholder, when this Certificate Guarantee is executed on behalf of the Secretary, authenticated and delivered by the Trustee, the timely payment of all distributions payable with xespect to this Certificate when and as the same shall become due and payable according to the terms of this Certificate and of the Agreement The Secretary hereby agrees that the Secretary's obligations hereunder shall be unconditional, irrespective of the validity, xegularzty or enforceability of this Certificate or the Agreement, the absence of any action to enforce the same, any waiver or consent by the Certzficateholder or by the Trustee with respect to any provisions hereof or of the Agreement, the recovery of any Dudgment against the Secretary or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor The Secretary hereby waives diligence, presentment, demand of payment, any right to require a proceeding first against the Trust, protest or notice with respect to this Certificate and all demands whatsoever, and covenants that this Certificate Guarantee will not be discharged BWDG105 15111470/0004316305 January 31 1995 A-11 Item 20 -Page 416 -700- z except by complete performance of the obligations contained in this Certificate and in this Certificate Guarantee The Secretary shall be subrogated to all rights of the Trustee and the Certificateholders to receive payments made by the Borrowers pursuant to the Notes in respect of any amounts paid by The Secretary pursuant to the provisions of this Certificate Guarantee or the Agreement This Certificate Guarantee shall be governed by and construed in accordance with the federal law of the United States of America The full faith and credit of the United States is pledged to a the performance of this Certificate Guarantee All terms used in this Certificate Guarantee which are defined an the Agreement shall have the meanings assigned to them in the Agreement This Certificate Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Certificate upon which this Certificate Guarantee is endorsed shall have been executed by the Trustee by the manual signature of one of its authorized officers $YJDGIQ5 1511147010004316305 January 31 1995 A-12 3! � t / 6C) -701- Item 20 - Page 417 IN WITNESS WHEREOF, the Secretary has caused th3.s Certificate Guarantee to be duly executed SECRETARY OF HOUSING AND URBANDEVELOPHENT By. T3.tle . BWDG10S 15111470l000431630S Jw=ry 31 1995 A-13 Item 20 - Page 418 J� -702- ~1 [FORM OF ASSIGNMENT] FOR VALUE RECEIVED the undersigned sell (s) , assign (s) and transfer (s) unto [Insert Social Security or Other Identifying Number of Assignee) (Please Print or Type Name and Address, including Zip Code, of Assignee) the within Certificate and hereby irrevocably constitutes and appoints attorney to register the transfer of said Certificate on the books kept for xegistration thereof, with full power of substitution in the premises Dated Signature SIGNATURE GUARANTEED NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company SWUM 151114701M316305 January 31 1995 A-14 F -703- Item 20 -Page 419 ZXHIBIT B SUPPLEMENT relating to $ Aggregate Original Principal Amount SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATES, SERIES HUD 19 - This SUPPLEMELM, is entered into by the SECRETARY OF HOUSING AND URBAN DEVELOPMENT (the "Secretary") and CHEMICAL BANK, as trustee (the "Trustee") under that certain Trust Agreement, dated January 1, 1995, by and between the Trustee and the Secretary, as sponsor of a Trust created on behalf of certain units of general local government and public agencies designated by such units of general local government (the "Agreement") All capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement WITNESSETH WHEREAS, pursuant to the Agreement the Trustee is to hold in trust certain Notes guaranteed by the Secretary and to issue Certificates evidencing beneficial interests in a trust consisting of such Notes (the "Trust"), and WHEREAS, pursuant to the Agreement, the Secretary and the Trustee are to enter into this Supplement whereby the Secretary delivers the Notes and related Guaranty to the Trustee and the secretary directs the Trustee to issue the Certificates, 33VMMDS 1511147010004316305 7anuuy 31 1995 B -1 Item 20 - Page 420 -704- NOW, THEREFORE, 3_n consideration of these premises, the parties agree as follows I. Delzvery and Acknowledgment. The Secretary hereby delivers to the Trustee (a) the Notes (together with any necessary endorsements thereon) listed on the attached Schedule 1, as identified by Borrower, Aggregate Principal Amounts, Principal Amounts, Principal Due Dates and anterest rates and (b) the related Guaranty to hold in trust for the benefit of the Certificateholders The Secretary acknowledges the terms and conditions of the Agreement and hereby agrees that the Trust shall be governed by the terms thereof The term "Trust" as used `herein shall refer to that Trust established as a result of the delivery to the Trustee of the Notes and related documents referred to herein 2 Authority to Issue Certificates The Secretary hereby directs the Trustee, as agent for the Secretary, to issue Certificates with respect to the Trust as follows a Name of Series The designation of the Series authorized hereby shall be "Section 108 Government Guaranteed BWDG105 15111470/00043/630S January 31 1"S B- 2 -705- Item 20 -Page 421 Participation Certificates, Series HUD 19_ _, Guaranteed by the Secretary of Housing and Urban Development " b Issuance of Certificates Pursuant to Section 2 03 of the Trust Agreement, the Trustee is hereby authorized and directed to execute on behalf of the Secretary, authenticate and deliver, on this date, in the name of the Certificateholder, the Certificates specified on the attached Schedule 2 against receipt of the Notes, the related Guaranty and this Supplement 3. Acknowledgments and Certifications a The Secretary hereby certifies that it has satisfied all cond3.t3.ons on its part to be performed or satisfied as a condition to the issuance of the foregoing Certificates Without limiting the provisions of Section 3 11 and Section 7 01 of the Agreement, the Secretary further certifies that the Trustee shall be paid, for services rendered in connection with the administration of the Trust assets listed on the attached Schedule 1, and pursuant to Section 7 01 of the Agreement, a fee of $ b The Trustee hereby acknowledges receipt of the Trust assets listed on the attached Schedule l BWDG105 151114701OW4316305 J=uM 31 1995 $-3 Item 20 - Page 422 -706- c This Supplement shall constitute the Supplement referred to in Section 2 01 of the Agreement IN WITNESS WHEREOF, the parties have caused this Supplement to be executed this day of , 19_ SECRETARY OF HOUSING AND URBAN DEVELOPMENT By CHEMICAL BANK, as Trustee By Assistant Vice President a 33V;=105 15111670/D004316305 hmmy 31 IM B-4 %J (VA -707- Item 20 - Page 423 Morrower PRINCIPAL DUE DATE SCSEDULE 1 TO SUPPLEMENT TO TRUST AGREEMENT TRUST ASSETS ASSIGNED TO TRUSTEE 199_ 199 199_ Aggregate Principal Amounts INTEREST RATE Principal Amounts Due on above Principal Due Dates 199 199 199 199 200 200 a BWDCJ105 1511147010004316305 January 31 I995 Item 20 - Page 424 -708- SCHEDULE 2 TO SUPPLE24ENT TO TRUST AGREEMENT CERTIFICATES TO BE ISSUED Maturity Pass -Through CUSIP original Principal Amount Datesl Interest Rate- Number 1 Principal amounts due on or after August 1, are sub]ect to earlier payment upon an Optional Redemption or an Acceleration Event BWDG105 15111470JOW4316305 Jawary 31 1995 I G -709- Item 20 - Page 425 EXHIBIT C [FORM OF NOTICE OF MISSED BORROWER PAYMENT FROM TRUSTEE TO SECRETARY] Secretary V.S. Department of Housing and Urban Development 4SI Seventh Street, S W Washington, D C 20410 Attention Director, Financial Management Division Office of the Assistant Secretary for Community Planning and Development Re Trust Agreement. dated as of . 19 Dear Sir qr Madam We are furnishing this notice to you pursuant to Section 3 06 of the Trust Agreement, dated as of , 19 , between you and the Secretary providing for the issuance of Section 108 Government Guaranteed Participation Certificates, Series HUD 199 - (the "Trust Agreement") Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Trust Agreement This letter confirms our earlier telephone notice to you that we have not received the payments listed below required to be made on the corresponding listed Notes Borrower Original Aggregate Principal Amount of Note BW=105 15111470/0004316305 January 3I 199S Amount of Missed Payment Date of Missed Payment Item 20 - Page 426 -710- We agree to notify you no later than 5 00 P M (New York City time) three Business Days from the date hereof if we have not received such payment 0 7BVMC1105 1511147010004316305 January 31 1995 Very truly yours, CHEMICAL BANK, as Trustee under the Trust Agreement By. Name• Title V t n -711- item 20 - Page 427 EXHIBIT D (FORM OF NOTICE FOR GUARANTEE PAYMENT FROM TRUSTEE TO SECRETARY) secretary II_S Department of 11ous3.ng and Urban Development 451 Seventh Street, S W Washington, D C 20410 Attention Director, Financial Management Division office of the Assistant Secretary for Community Planning and Development Re_ Trust Agreement, dated as of . 19 Dear Sir or Madam we are furnishing this notice to you pursuant to Section 3 06 of the Trust Agreement, dated as of , 19_, between you and the Secretary providing for the issuance of Section 108 Government Guaranteed Participation Certificates, Series HUD 199_ (the "Trust Agreement") Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Trust Agreement This letter confirms our previous telephone notice to you that we have not received the payments required to be made on the following Notes Original Aggregate Principal Amount Borrower of Note Amount of Missed Payment Date of Missed Payment We are writing this letter to inform you that you are required pursuant to your Guaranty of such Note to make a Guarantee Payment ZWDG105 1511147MW4316305 )aauuy 31 1995 Item 20 - Page 428 -712- in the amount of $ in respect of the above - mentioned Note If the above specified amount is less than $5,Ooo, such Guaranty Payment shall be made by check in immediately available funds to the order of [ ] if the above specified amount equals or exceeds $5,000, payment should be made by wire transfer to us in immediately available funds to [Insert wire instructions here.] — B%VDG105 15111470/0004316305 lanuuy 31 1995 very truly yours, a *CAL BMM, as Trustee under the Trust Agreement By Name Title �i. -713- Item 20 - Page 429 WIRE TRANSFER INSTRUCTIONS FOR REMITTING PAYMENTS TO THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON ABA ROUTING 021000018 FOR CREDIT TO HUD 108 Collection Account COLLECTIONS ACCOUNT # 8900606738 TEXT Indicate Community/Borrower name here NOTE Indicate Note # here BANK ADDRESS 101 Barclay Street, 8th Floor East, New York, NY 10286 TELEPHONE 877-870-7678 ATTENTION Candi Mattocks 1#ern 20 - Page 430 -714- Hi Sidney Thank you for your patience throughout this process thus far To follow up on conversation from a day or so ago HUD s 2010 Section 108 Public Offering will be held on July 21 2010 Attached are the following documents related to the refinancing of the City s Section 108 Note numbered B 97 MC 06 0506 along with some explanation about each of the attached documents, for you and the city s attorney(s) that will be reviewing the necessary documents 1 Transmittal Letter This letter provides some guidance about the documents to be executed and returned to HUD and those that are sent for reference purposes only It also references significant dates related to the public offering For your purposes I think the two most significant dates are July 2 documents to be received by HUD from the City July 20 funds to be wired to the Trustee 2 Fixed Rate Note for B 97 MC 06 0506 To be executed and returned to HUD 3 Contract for Loan Guarantee Assistance [Section 108 Contract] for B 97 MC 06 0506 Two originals of the Contract are to be executed and returned to HUD On page 11 of the Contract (this would be paragraph 12(f)) please fill in the Address section in the following line by line format The City (or municipality/township as applicable) of Attn Insert name of contact person person s title Insert name of department that administers the Section 108 contract Street address City ST zipcode 4 Attachments 1 and 2 are attachments to the Section 108 Contract and have to do with accounts referenced in paragraphs 1 and 6 of the Contract [not attached because you would have received them when the Contract was previously executed will be provided if requested] 5 Model Legal Opinion A legal opinion for each Note and Contract is to be delivered with the other documents This legal opinion is referenced also in paragraph 4(b) of the Section 108 Contract 6 Wire Transfer Instructions Information you will need so that you can remit to the Trustee the cost of the public offering as well as the scheduled P&I payment on the previously issued note 7 Fiscal Agency Agreement This is an agreement executed by HUD and its Fiscal Agent and is sent only for reference purposes because it is referred to in the Contract the Note and the model legal opinion 8 Trust Agreement This is an agreement executed by HUD and its Trustee and is sent only for reference purposes because it is referred to in the Contract the Note and the model legal opinion 9 Supplement to Trust Agreement This is a form referenced in document(s) and will be completed by HUD and the Trustee at the time of the public offering It is sent for reference purposes only Please let me know if you have questions about any of these documents If I am not available you can also contact Paul Webster Director of the Financial Management Division [Section 108 Program Office] at paul webster@hud gov or 202 402 4563 In the Office of General Counsel you and your attorney can contact either of the attorneys who work with the Sec 108 program Evelyn Wrin at evelyn m wrin@hud gov or 202 402 5220 or Carey Whitehead at caret' c whitehead@hud gov or 202 402 3106 Jason Triplett Loan Finance Specialist Section 108/Financial Management Division 451 7th St, SW #7176 Washington, DC 20410 Phone 202-402-4837 Fax 202-708-1798