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HomeMy WebLinkAbout2012-04-24 OB Agenda Item no. 1dTO: FROM: DATE: SUBJECT: Discussion: OVERSIGHT BOARD OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE MEMBERS OF THE OVERSIGHT BOARD BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL APRIL 24, 2012 SUPPORTING DOCUMENTATION FOR HOUSING FUND LOAN At its April 10, 2012 meeting, the Oversight Board indicated an interest in reviewing the supporting documentation for the housing fund loan (First Amended ROPS, page 1, line 19; Page 2, Line 19). Attached for your information are the following with respect to the housing fund loan: • Summary of the housing fund loan (same as provided to you on April 10, provided again for ease of review) • Copy of the Housing Fund Loan Agreement • Copy of the court order validating the Housing Fund Loan Agreement Recommendation: That the Oversight Board receive and file the supporting documentation for the housing fund loan. Prepared and approved by: Barbara Leibold, City Attorney /Successor Agency Counsel Attachments: 1. Summary of the housing fund 2. Copy of the Housing Fund Loan Agreement dated as of December 1, 1995, by and between the Lake Elsinore Public Financing Authority and the Redevelopment Agency of the City of Lake Elsinore 3. Copy of the court order validating the Housing Fund Loan Agreement AGENDA ITEM 1d Page 1 Housing Fund loan (ROPS Pages 1 and 2. Line 141 Loan Agreements: Housing Fund Loan Agreement dated as of December 1, 1995, by and between the Lake Elsinore Public Financing Authority and Redevelopment Agency of the City of Lake Elsinore. Discussion: In 1995, the Lake Elsinore Public Financing Authority (PFA) issued its 1995 Series A Tax Allocation Bonds and its 1995 Series B Subordinate Tax Allocation Revenue Bonds to repay a portion of certain 1993 Prior Loans and 1995 Prior Loans (as defined in the Housing Fund Loan Agreement) and to finance low and moderate income housing and other redevelopment activities all within or of benefit to the Rancho Laguna Redevelopment Project Areas Nos. I, II and III. The PFA loaned the proceeds of the bonds to the Agency pursuant to that certain Housing Fund Loan Agreement dated as of December 1, 1995, by and between the Lake Elsinore Public Financing Authority and Redevelopment Agency of the City of Lake Elsinore. The funds were deposited into the Agency's low and moderate income housing fund (LMIHF) and then, in accordance with Section 2.05(a) of the Loan Agreement, transferred from the LMIHF to each of the three Project Areas as interfund loans. The PFA sought court validation of the actions taken in connection with the 1995 Bonds under Code of Civil Procedure section 869, et seq. On November 14, 1995, the Superior Court of the State of California in and for the County of Riverside validated the 1995 bond issues and the interfund and housing fund loan agreements relating to payment of the bond debt (copy attached). Continuing Aitency Financial Obligations: As of June 30, 2011, the total amount due the LMIHF by the Agency was $34,204,248. Payments made in any given year are calculated and disbursed based on available property tax revenues after deductions for payment of all other debts and obligations of the Agency. The Successor Agency intends to make a payment in June 2012 after calculation of available fund balances for payment. Calculation of Amounts Shown on ROPS: The advances payable include an original loan amount of $18,040,439 and accrued interest of $16,163,809, for a total due to the LMIHF of $34,204,248 at June 30, 2011. 22051 -16 JHHW:ACH:ncc FINAL HOUSING FUND LOAN AGREEMENT Dated as of December 1, 1995 by and between the REDEVELOPMENT AGENCY OF THE CM OF LAKE ELSINORE, and the LAKE ELSINORE PUBLIC FINANCING AUTHORITY Relating to Lake Elsinore Public Financing Authority $13,345,000 1995 Series A Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) and $10,071,002.60 1995 Series B Subordinate Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) TABLE OF CONTENTS ARTICLE I DEFINITIONS Section1.01. Definitions ............................................................................. ..............................3 Section 1.02. Rules of Construction .............................................................. ..............................6 ARTICLE 11 THE LOAN; ESTABLISHMENT OF FUNDS; PARITY DEBT Section2.01. Authorization ......................................................................... ..............................7 Section 2.02. Terms of Housing Loan ........................................................... ..............................7 Section2.03. Prepayment. ............ ............................... ........ ..............................8 Section2.04. Application of Housing Loan Proceeds ..................................... ..............................9 Section2.05. Interfund Loans .............................................................. ..............................9 Section2.06. Issuance of Subordinate Debt. .......................... .................. .............................10 Section 2.07. Validity of Housing Loan ....................................................... .............................11 ARTICLE III PLEDGE OF TAX REVENUES; APPLICATION OF FUNDS Secti on 3.01. Pledge of Housing Set -Aside Revenues...... ....... ............................... .................12 Section3.02. Housing Loan Payment Account .......... ............................... ...........................12 Section 3.03. Transfer of Housing Set -Aside Revenues to Trustee ................. .............................12 Section 3.04. Investment of Moneys ............................................................ .............................13 ARTICLE IV OTHER COVENANTS OF THE AGENCY Section4.01. Punctual Payment... ........... ................................................ .............................14 Section4.02. Limtation on Superio Debt ................................................... .............................14 Section4.03. Payment of Claims ................................................................ .............................14 Section 4.04. Books and Accounts ............................................................... .............................14 Section 4.05. Protection of Security and Rights ............................................ .............................14 Section4.06. Maintenance of Housing Set -Aside Revenues. ................................................ -....14 Section4.07. Payment of Expenses ............................................................ .............................15 Section4.08. No Arbitrage ......................................................................... .............................15 Section4.09. Rebate Requirement ............................................................ ............................... is Section 4.10. Private Activity Bond Limitation ............................................ .............................16 Section 4.11. Federal Guarantee Prohibition ............................................. .............................16 Section 4.12. Maintenance of Tax Exemption............... ................................ .............................16 Section4.13. Continuing Disclosure ......................................................... .............................16 Section 4.14. Report to California Debt Advisory Commission ..................... .............................16 Insurer Section 4.15. Information Provided to Bond ..................................... .............................17 Section4.16. Further Assurances .............................................................. .............................17 ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.01. Events of Default and Acceleration of Maturities ..................... .............................18 Section 5.02. Application of Funds Upon Defaul t .................................... ............................... l8 Section5.03. No Waiver ............. ........................................................ .............................19 Section5.04. Remedies Not Exclusive ........................................................ .............................19 -i. ARTICLE VI -ii- MISCELLANEOUS Section 6.01. Benefits Limited .... . . ... .. ... ...... ..... ... .... .. ................ .................. .............................20 Section 6.02. Successor is Deemed Included in All References to Predecessor ............................20 Section 6.03. Discharge of Housing Fund Loan Agreement ......................... .............................20 Section6.04. Amendment .......................................................................... .............................21 Section 6.05. Waiver of Personal Liability ................................................... .............................21 Section6.06. Notices..... ....................................................................... .............................21 Section6.07. Partial Invalidity ......................................................... ............................... ..22 Section6.08. Immunities of Trustee ........................................................... .............................22 Section6.09. Governing Law ................................. ............................... . .............................22 Section6.10. Execution in Counterparts ...................................................... .............................22 -ii- HOUSING FUND LOAN AGREEMENT THIS HOUSING FUND LOAN AGREEMENT (the "Housing Fund Loan Agreement") is made and entered into as of December 1, 1995, by and between the REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body corporate and politic dulyy organized and existing under the laws of the State of California (the "Agency"), and the LAKE ELSINORE PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of Califomia (the "Authority"); WITNESSETH: WHEREAS, the Agency is a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law "), and has the power under Section 33601 of the Redevelopment Law to borrow money for any of its corporate purposes; and WHEREAS, the Authority has heretofore issued its 1993 Series A Senior and Subordinate Tax Allocation Revenue Notes in the aggregate principal amount of $11,239,275 (the "1993 Notes ") and used the proceeds thereof to make three separate loans (together, the "1993 Prior Loans ") with respect to the Agency's Rancho Laguna Redevelopment Project Area No. 1, Rancho Laguna Redevelopment Project Area No. 11 and Rancho Laguna Redevelopment Project Area No. III (together, referred to as the "Three Project Areas"); and WHEREAS, the Authority has heretofore issued its 1995 Series A Subordinate Tax Allocation Revenue Notes in the aggregate principal amount of $8,385,000 (the "1995 Notes ") and used the proceeds thereof to make three separate loans (together, the "1995 Prior Loans ") with respect to the Agency's Three Project Areas"); and WHEREAS, the Agency has determined to borrow amounts hereunder for the purpose of raising funds to assist in financing low and moderate income housing redevelopment activities and to refinance redevelopment activities financed or refinanced with the proceeds of the 1993 Notes and the 1995 Notes, all within or of benefit to the Three Project Areas and all as provided herein, and the Agency hereby finds and determines that there will be significant public benefits accruing from such borrowing, consisting of demonstrable savings in effective interest rates and financing costs associated with the issuance of bonds by the Authority as described below; and WHEREAS, certain of the amounts required to refinance a portion of the 1993 Notes and to refinance the 1995 Notes will be borrowed pursuant to a separate loan agreementrelating to Rancho Laguna Redevelopment Project Area No. III (the "Project Area Loan Agreement); and WHEREAS, concurrent with the execution and delivery of this Housing Fund Loan Agreement and the Project Area Loan Agreement, the Authority has issued its $13,345,000 aggregate principal amount of Lake Elsinore Public Financing Authority 2995 Series A Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Series A Bonds ") and $10,071,002.80 aggregate principal amount of Lake Elsinore Public Financing Authority 1995 Series B Subordinate Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (the "Series B Bonds ") for the purpose of providing funds to make a loan to the Agency pursuant to this Housing Fund Loan Agreement and the Project Area Loan Agreement; and WHEREAS, the Series A Bonds will be payable on a basis senior to the payment of the Series B Bonds from payments made pursuant to this Housing Fund Loan Agreement and the Project Area Loan Agreement; and WHEREAS, the net proceeds of the Housing Loan will be deposited by the Agency into the Agency's Low and Moderate income Housing Fund (established pursuant to Section 33334.3 of the California Health and Safety Code) (the "Housing Fund ") and the amount of such deposit will be concurrently transferred by the Agency pursuant to interfund loans (collectively, the "Interfund Loans ") to each of the Three Project Areas to be used (i) to repay a portion of the 1993 Prior Loans and the all of 1995 Prior Loans (and, hence, a portion of the 1993 Notes and all of the 1995 Notes), (ii) to finance additional redevelopment activities within or to benefit to each of the Three Project Areas and (iii) for certain other uses and purposes; and WHEREAS, an additional unpaid portion of the 1993 Prior Loans (and, hence, an additional portion of the 1993 Notes) will be paid with the proceeds of the loan made to the Agency pursuant to the Project Area Loan Agreement; and WHEREAS, the Housing Loan will be repaid by the Agency (and, hence, debt service on the Series A Bonds and the Series B Bonds will be paid by the Authority) from tax increment revenues allocated to the Agency pursuant to 33334.2 of the California Health do Safety Code for deposit in the Housing Fund (the "Housing Set -Aside Revenues"); and WHEREAS, in order to establish and declare the terms and conditions upon which the Housing Loan is to be made and secured and the Interbmd Loans are to be made to the Three Project Areas, the Agency and the Authority wish to enter into this Housing Fund Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Housing Fund Loan Agreement, when executed by the Agency and the Authority, the valid, binding and legal obligation of the Agency and the Authority, and to constitute this Housing Fund Loan Agreement a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Housing Fund Loan Agreement have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: -2- ARTICLE i DEF1NMONS Section 1.01. efin' ' . Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Housing Fund Loan Agreement shall have the respective meanings which such terms have in the Indentures. In addition, the following terms defined in this Section 1.01 shall, for all purposes of this Housing Fund Loan Agreement, have the respective meanings herein specified. "Bond Insurer" means, with respect to the Bonds, Capital Guaranty Insurance Company, a corporation organized and existing under the laws of the State of Maryland, its successors and assigns. 'Bond Insurer" may mean with respect to any Parity Debt, the insurance company that issues the applicable insurance policy. 113onds" means the Series A Bonds and the Series B Bonds, together. "Certificate of the Agency" means a certificate in writing signed by the Executive Director, Treasurer or Secretary of the Agency or by any other officer of the Agency duly authorized by the Agency for that purpose. "City" means the City of Lake Elsinore, a municipal corporation organized and existing under the laws of the State. " Closing Date" means the date of original issuance of the Bonds. "Coon " means the County of Riverside, California. "Egrow Bank" means Union Bank acting as Escrow Bank pursuant to the 1993 Notes Escrow Agreement and the 1995 Notes Escrow Agreement. "Event of Default' means any of the events described in Section 5.01. "Fiscal Year" means any twelve -month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve -month period selected and designated by the Agency as its official fiscal year period. "Housing Loan" means the loan made by the Authority to the Agency pursuant to Section 201. "Housing Fund Loai3 Agreement" means this Housing Fund Loan Agreement by and between the Agency and the Authority, as originally entered into or as amended or supplemented pursuant to the provisions hereof. "Housin�Loan Payme�t Account" means the account by that name established within the Low and Moderate come Housing Fund pursuant to Section 3.02 "Housing Set -Aside Revenues" means all amounts required to be deposited by the Agency in the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuant to Section 33334.3 of the Redevelopment Law, which amounts are derived from the taxes annually allocated to the Agency with respect to the Project Areas following the Closing Date pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the WI Redevelopment Law and Section 16 of Article XVI of the Constitution of the State and as provided in the Redevelopment Plans. "Indentures" means, together, the Series A Indenture and the Series B Indenture. "Independent Accountant" means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by the Agency, and who, or each of whom: (a) is in fact independent and not under the domination of the Agency; and (b) does not have any substantial interest, direct or indirect, with the Agency; (c) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. "Independent Redevelopment Consultant" means any consultant or first of such consultants (and which may be the initial purchaser of the Bonds) appointed by the Agency, and who, or each of whom: (a) is judged by the Agency to have experience in matters relating to the collection of Housing Set -Aside Revenues or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and not under the domination of the Agency; (c) does not have any substantial interest, direct or indirect, with the Agency, other than as original purchaser of the Bonds; and (d) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. "Investment Earnings" means all interest earned and any gains and losses on the investment of moneys in any fund or account created by this Housing Fund Loan Agreement. "Interfund Loans" means the loans made to the Agency from moneys in the Low and Moderate Income Housing F1md pursuant to Section 2.05. "Low and Moderate Income Housing Fund" means the fund of the Agency by that name established pursuant to Section 33334.3 of the Redevelopment Law. "1993 Notes" means the Lake Elsinore Public Financing Authority 3993 Series A Senior and Subordinate Tax Allocation Revenue Notes flake Elsinore Redevelopment Projects)'in the initial aggregate principal amount of $11,239,275, issued by the Authority pursuant to an Indenture of Trust dated as of September 1, 1993 by and between the Authority and Union Bank, as Trustee. "1995 Notes" means the Lake Elsinore Public Financing Authority 1995 Series A Subordinate Tax Allocation Revenue Notes (Lake Elsinore Redevelopment Projects) in the initial aggregate principal amount of $8,385,000, issued by the Authority pursuant to an Indenture of Trust dated as of January 15,1995, by and between the Authority and Union Bank, as trustee. -4- "1993 Notes-Escrow Agreement" means the 1993 Series A Notes Escrow Deposit and Trust Agreement, dated as of December 1, 1995, by and among the Authority, the Agency and Union Bank, as Escrow Sank, relating to the defeasance and refunding of the 1995 Series A Notes. "1995 Notes Escrow Agreement" means the 1995 Series A Notes Escrow Deposit and Trust Agreement, dated as of December 1, 1995, by and among the Authority, the Agency and Union Bank, as Escrow Bank, relating to the defeasance and refunding of the 1995 Series A Notes. "Plan Lind 'means the limitation contained in the Redevelopment Plan on the number of dollars of taxes which may be divided and allocated to the Agency pursuant to the Redevelopment Plan, as such limitation is prescribed by Section 33333.4 of the Redevelopment Law. "eject Areas" and " Project Area No. i ", "Project Area No. II" and "ProjW Area No. III" means, respectively and collectively, Rancho Laguna Redevelopment Project Area No. 1, Rancho Laguna Redevelopment Project Area No. 11 and Rancho Laguna Project Area No. III described in the respective Redevelopment Plans. "Project Area Loan Agreement" means the Loan Agreement relating to Rancho Laguna Redevelopment Project Area No. III, dated as of December 1, 1995, and each by and between the Authority and the Agency. "redevelopment Fund" means the redevelopment fund established by Section 2.05 of each of the Projec(Area Loan Agreement. "Redevelopment Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto. "Redevelopment Plans" means, collectively (i) the Redevelopment Plan for the project designated as the "Rancho Laguna Redevelopment Project Area No. I ", approved by Ordinance No, 624, enacted by the City Council of the City of Lake Elsinore on October 1, 1981, together with any amendments thereof, heretofore or hereafter duly enacted pursuant to the Redevelopment Law. (9) the Redevelopment Plan for the project designated as the "Rancho Laguna Redevelopment Project Area No. 11 ", approved by Ordinance No. 671, enacted by the City Council of the City of Lake Elsinore on July 18, 1983, together with any amendments thereof, heretofore or hereafter duly enacted pursuant to the Redevelopment Law and (iii) the Redevelopment Plan for the project designated as the "Rancho Laguna Redevelopment Project Area No. I1I ", approved by Ordinance No. 815, enacted by the City Council of the City of lake Elsinore on September 8, 1987, together with any amendments thereof, heretofore or hereafter duly enacted pursuant to the Redevelopment Law. Ob ' lion " means obligations issued or incurred by the Agency the net proceeds of which are used solely to refund all or a portion of the Housing Loan. e rt" means a document in writing signed by an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Housing Fund Loan Agreement to which such Report relates; -5- 1993 Notes Escrow Agreement" means the 1993 Series A Notes Escrow Deposit and Trust Agreement, dated as of December 1, 1995, by and among the Authority, the Agency and Union Bank, as Escrow Bank, relating to the defeasance and refunding of the 1995 Series A Notes. 1995 Notes Escrow Agreement" means the 1995 Series A Notes Escrow Deposit and Trust Agreement, dated as of December 1, 1995, by and among the Authority, the Agency and Union Bank, as Escrow Bank, relating to the defeasance and refunding of the 1995 Series A Notes. " Plan Limit" means the limitation contained in the Redevelopment Plan on the number of dollars of taxes which may be divided and allocated to the Agency pursuant to the Redevelopment Plan, as such limitation is prescribed by Section 33333.4 of the Redevelopment Law. "Project Areas" and "Project Area No I ", "Project Area No. 11" and "Project Area No. Ur means, respectively and collectively, Rancho Laguna Redevelopment Project Area No. 1, Rancho Laguna Redevelopment Project Area No. 11 and Rancho Laguna Project Area No. III described in the respective Redevelopment Plans. "Project Area Loan Agreement" means the Loan Agreement relating to Rancho Laguna Redevelopment 'I'roject Area No. III, dated as of December 1, 1995, and each by and between the Authority and the Agency. "Redevelopment Fund" means the redevelopment fund established by Section 2.05 of each of the Project Area Loan Agreement. "Redevelopment Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto. "Redevelopment Plans" means, collectively (i) the Redevelopment Plan for the project designated as the "Rancho Laguna Redevelopment Project Area No. I ", approved by Ordinance No. 624, enacted by the City Council of the City of Lake Elsinore on October 1, 1981, together with any amendments thereof, heretofore or hereafter duly enacted pursuant to the Redevelopment Law. (ii) the Redevelopment Plan for the project designated as the "Rancho Laguna Redevelopment Project Area No. 11 ", approved by Ordinance No. 671, enacted by the City Council of the City of Lake Elsinore on July 18, 1983, together with any amendments thereof, heretofore or hereafter duly enacted pursuant to the Redevelopment Law and (iii) the Redevelopment Plan for the project designated as the "Rancho Laguna Redevelopment Project Area No. 111 ", approved by Ordinance No. 815, enacted by the City Council of the City of Lake Elsinore on September 8, 1987, together with any amendments thereof, heretofore or hereafter duly enacted pursuant to the Redevelopment Law. "Refunding ►1_izations" means obligations issued or incurred by the Agency the net proceeds of which are used solely to refund all or a portion of the Housing Loan. "Report" means a document in writing signed by an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Housing Fund loan Agreement to which such Report relates; -5- (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. "ggquest of the Agency" means a request in writing signed by the Executive Director, Treasurer or Secretary of the Agency or by any other officer of the Agency duly authorized by the Agency for that purpose. "Series A Bonds" means the $713,345,000 aggregate principal amount of Lake Elsinore Public Financing Authority 1995 Series A Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects), issued and at any time outstanding under the Series A Indenture. "Series A Bonds Trustee" means the trustee for the Series A Bonds appointed and acting pursuant to the Series A Indenture. "Series B Bonds" means the $10,071,002.80 aggregate principal amount of Lake Elsinore Public Financing Authority 1995 Series B Subordinate Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects), issued and at any time outstanding under the Series B Indenture. "Series B Bonds Trustee" means the trustee for the Series B Bonds approved and acting pursuant to the Series B Bonds Indenture. "Series A Indenture" means the Indenture of Trust, dated as of December 1, 1995, by and between the Authority and the Trustee, authorizing the issuance of the Series A Bonds. "Series B Indenture" means the Indenture of Trust, dated as of December 1, 1995, by and between the Authority and the Trustee, authorizing the issuance of the Series B Bonds. "Subordinate Debt" means any loans, advances or indebtedness issued or incurred by the Agency pursuant to Section 2.06, which are either: (a) payable from, but not secured by a pledge of or lien upon, the Housing Set -Aside Revenues; or (b) secured by a pledge of or lien upon the Housing Set -Aside Revenues which is subordinate to the pledge of and lien upon the Housing Set -Aside Revenues hereunder for the security of the Housing Loan. "Trustee " means the Series A Bonds Trustee or the Series B Bonds Trustee, as applicable. Section 1.02. Rules of Construction. All references herein to "Articles," 'Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Housing Fund Loan Agreement, and the words "herein," "hereof; "'hereunder" and other words of similar import refer to this Housing Fund Loan Agreement as a whole and not to any particular Article, Section or subdivision hereof. -6- ARTICLE II THE LOAN; ESTABLISHMENT OF FUNDS; PARITY DEBT Section 2.01. Authorization The Authority hereby agrees to lend to the Agency on the Closing Date, from the proceeds of sale of the Bonds deposited in or otherwise chargeable to the Loan Fund, the aggregate principal amount of Nineteen Million Nine Hundred Nine Thousand Two Hundred Seventy -Nine Dollars and Sixty -Three Cents ($19,909,279.63) under and subject to the terms of this Housing Fund Loan Agreement, the Bond Law and the Redevelopment Law. The Housing Loan shall be made on the Closing Date in two advances, namely, the first advance in the principal amount of $13,345,000 to be made from the proceeds of the Series A Bonds and the second advance in the principal amount of $6,564,279.63 to be made from the proceeds of the Series B Bonds. Section 2.02. Terms of Housing Loan. The principal of the Housing Loan and interest thereon shall be payable in installment payments payable not less than six (6) Business Days prior to each March 1 and September 1, commencing September 1, 1996, in each of the years and in the amounts, as shown in the following table: Eiscal Year March 1 September 1 m n ent 1996 $1,115,503 1997 $600,411 600,411 1998 608,488 608,488 1999 700,125 700,125 2000 708,782 708,782 2001 723,148 723,148 2002 738,120 738,120 2003 755,350 755,350 2004 770,910 770,910 2005 787,406 787,406 2006 805,037 805,037 2007 822,298 822,298 2008 839,245 839,245 2009 858,910 858,910 2010 875,858 875,858 2011 820,093 820,093 2012 825,525 825,525 2013 757,456 757,456 2014 757,740 757,740 2015 8661860 666,860 2016 768,544 768,544 2017 768,648 768,648 2018 769,362 769,362 2019 770,096 770,096 2020 772,883 772,883 2021 773,584 773,584 2022 771,982 771,982 2023 776,112 776,112 2024 775,437 775,437 2025 774,439 774,439 It is understood that installment payments hereunder shall be applied by the Trustee to the payment of both the Series A Bonds and the Series B Bonds, and that the payment of the Series A Bonds will be on a basis senior to the payment' of the Series B Bonds, as more -7- particularly provided in the respective Indentures. If requested by the Trustee, the Agency shall confirm to the Trustee in a Certificate of the Agency how such an installment payment shall be so applied. In the event principal of the Housing Loan shall be prepaid in part pursuant to Section 2.03 hereof, the principal portion of the foregoing schedule of payment amounts shall be recalculated and reduced in the same amount with respect to each annual installment as the par amount and corresponding maturity of Bonds redeemed together with the interest thereon, as further provided in a Certificate of the Agency referred to in Section 2.02(a) of the respective Indentures to be delivered by the Agency to the Trustee. In the event the principal of the Housing Loan shall be reduced by the tender and cancellation of Bonds pursuant to Section 2.03 hereof, the principal portion of the foregoing schedule of payment amounts shall be recalculated and reduced in the same amount with respect to each annual installment as the par amount and corresponding maturity of Bonds so tendered and cancelled, together with the interest thereon, as further provided in a Certificate of the Agency to be delivered by the Agency to the Trustee together with the Bonds so tendered and cancelled. Interest on each installment of principal of the Housing Loan has been cakulated at the annual interest rate payable by the Authority on the Bonds on the basis of a 360 -day year of twelve 30 -day months, and shall accrue on the unpaid principal of the Housing Loan from and including the Closing Date to but not including the Interest Payment Date with respect to which such installment of principal is payable. Interest on the Housing Loan shall be payable as of each Interest Payment Date. Any installment of principal or interest which is not paid when due shall continue to accrue interest from and including the Interest Payment Date with'respect to which such principal or interest is payable to but not including the date of actual payment. Payments on the Housing Loan shall be payable by the Agency to the Trustee, as assignee of the Authority under the Indentures, in immediately available funds which constitute lawful money of the United States of America. Section 2.03. Prepayment. Qptignal Prepayment. The principal of the Housing Loan shall be subject to optional prepayment in whole, or in part from any available source of funds, pursuant to and in the manner set forth, and at prepayment prices (expressed as a percentage of the principal amount of the Bonds to be redeemed from the proceeds of such prepayment) as set forth in Section 2.02(a) of the Indentures. The Agency shall , in a Certificate of the Agency delivered to the Trustee and the Bond w Insurer, give the Trustee ritten notice of its intention to prepay the Housing Loan under this Section and of the amounts and the maturity or maturities of the Bonds to be redeemed (provided that the Series A Bonds and the Series B Bonds shall be redeemed on a pro rata basis) and shall transfer to the Trustee all amounts required for such prepayment at least thirty (30) but not more than sixty (60) days prior to the date fixed for such prepayment, unless a later payment date shall be acceptable to the Trustee. In the event that a portion of the principal of the Housing Loan shall have been prepaid by the Agency pursuant to this Section, the amount of each future principal installment set forth in Section 2.02 shall be reduced as provided in Section 2.02. -8- In lieu of depositing cash with the Trustee as the principal portion of any installment pursuant to Section 2.02, the Agency shall have the option to tender to the Trustee for cancellation any amount of Bonds of like maturity as the installment next payable, which have been purchased by the Agency with amounts on deposit in the Housing Loan Payment Account (to the extent such amounts are not required to make any deposit into the Interest Account or the Principal Account during the next twelve (12) months pursuant to Section 3.03) or with other available amounts, which Bonds, subject to Section 33664 of the Redevelopment Law, may be purchased by the Agency at public or private sale as and when and at such prices as the Agency may in its discretion determine. The par amount of any such Bonds so purchased by the Agency and tendered to the Trustee in any twelve -month period ending on July 1 in any calendar year shall be credited towards and shall reduce the principal portion of the installment required to be made pursuant to Section 2.02 on September 1 in such year. Section 2.04. Application of Housing Loan Proceeds. (a) On the Closing Date of the Series A Bonds, the proceeds of the first advance of the Housing Loan shall be disbursed from amounts on deposit in the Housing Loan Fund established under the Series A Indenture, as follows: (i) The Series A Trustee shall deposit into the Costs of Issuance Fund the amount of $476,043.19. (ii) The Series A Trustee shall deposit into the Reserve Fund established by the Series A Indenture the amount of $982,987.50. Gii) The Series A Trustee shall transfer the remaining amount of the first advance to the Agency for deposit by the Agency in the Low and Moderate Income Housing Fund. (b) On the Closing Date of the Series B Bonds, the proceeds of the second advance of the Housing Loan shall be disbursed from amounts on deposit in the Housing Loan Fund established under the Series B Indenture, as follows: (i) The Series B Trustee shall deposit into the Costs of Issuance Fund the amount of $161,364.87. (ii) The Series B Trustee shall deposit into the Reserve Fund established by the Series B Indenture the amount of $656,427.96. (iii) The Series B Trustee shall transfer the remaining amount of the second advance to Agency for deposit by the Agency in the Low and Moderate Income Housing Fund. Section 205. Interfund Loans. (a) the aggregate amount deposited in the Low and Moderate Income Housing Fund pursuant to Section 2.04 (a)(M) and 2.04 (b)Cui), being the total amount of $17,040,43994 of Interfund Loans shall be loaned by the Low and Moderate Income Housing Fund to the Project Areas, as follows: (i) An Interfund Loan in the amount of $7, 381,918.49 is hereby made to Project Area No_ 1. $2,732,76926 of the amount of the Interfund Loan to Project Area No. I shall be immediately transferred by the Trustee, on behalf of the Agen , to the Escrow Bank for application in accordance with the 1993 Notes Escrow Agreement $3,762,,749.23 of the amount of the Interfund Loan to Project Area No. I shall be immediately transferred by the Trustee, on behalf of the Agency, to the Escrow Bank for application in accordance with the 19% Notes -9- Escrow Agreement and the remaining amount shall be deposited by the Agency in the Redevelopment Fund established for Project Area No. 1; (ii) An Interfund Loan in the amount of $7,533,578.41 is hereby made to Project Area No. II. $2,809,324.31 of the amount of the Interfund Loan to Project Area No. lI shall be immediately transferred by the Trustee, on behalf of the Agency, to the Escrow Bank for application in accordance with the 1993 Notes Escrow Agreement; $3,840,054.10 of the amount of the Interfund Loan to Project Area No. I shall be immediately transferred by the Trustee, on behalf of the Agency, to the Escrow Bank for application in accordance with the 1995 Notes Escrow Agreement and the remaining amount shall be deposited by the Agency in the Redevelopment Fund established for Project Area No. Ii; and (iii) An Interfund Loan in the amount of $2,124,942.84 is hereby made to Project Area No. III. $792,406.11 of the amount of the Interfund Loan to Project Area No. III shall be immediately transferred by the Trustee, on behalf of the Agency, to the Escrow Bank for application in accordance with the 1993 Notes Escrow Agreement; $1,083,136.73 of the amount of the Interfund Loan to Project Area No. I shall be immediately transferred by the Trustee, on behalf of the Agency, to the Escrow Bank for application in accordance with the 1995 Notes Escrow Agreement and the remaining amount shall be deposited by the Agency in the Redevelopment Fund established for Project Area No. 111. (b) the Interfund Loans shall bear interest at the same interest rate per annum as is borne by the Housing Loan and shall be payable in whole or in part upon demand of the Agency for funds to finance low and moderate income housing redevelopment activities. (c) An Interfund Loan shall be payable from tax increment revenues allocated to the Project Area benefited by such Interfund Loan or from the proceeds of loans, advances or indebtedness available with respect to such Project Area, provided that such payment of tax increment revenues is subordinate to the payment of existing or future loans, advances or indebtedness with respect to such Project Area (unless expressly provided by the Agency to the contrary). (d) The Agency Treasurer shall keep accurate accounts of the amounts owing on the Interfund Loans so as to assure that the Low and Moderate Income Housing Fund is made whole with respect to the making of the Interfund Loans. Section 2.06. Issuance of Subordinate Debt. In addition to the Housing Loan, the Agency may issue or incur Subordinate Debt in such pprincipal amount as shall be determined by the Agency. The Agency may issue or incur such Subordinate Debt subject to the following specific conditions precedent: (a) The Agency shall be in compliance with all covenants set forth in this Housing Fund Loan Agreement; and (b) If, and to the extent, such Subordinate Debt is payable from Housing Set - Aside Revenues, then the aggregate amount of the principal of and interest to aoorue on the Housing Loan and on all Subordinate Debt coming due and payable following the issuance of such Subordinate Debt shall not exceed the maximum amount of Housing Set -Aside Revenues permitted under the Plan Limit following the issuance of such Subordinate DebL -10- Section 2.07. Validity of Housing_Loan. The validity of the Housing Loan shall not be dependent upon the completion of the Redevelopment Project or upon the performance by any person of its obligation with respect to the Redevelopment Project. mill ARTICLE 111 PLEDGE OF TAX REVENUES; APPLICATION OF FUNDS Section 3.01. Pledge of Housing Set -Aside Revenues. The Housing Loan shall be equally secured for the benefit of the Authority and the Owners of the Bonds by a pledge of, security interest in and lien on all of the Housing Set -Aside Revenues, without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. The Housing Set -Aside Revenues are hereby allocated to the payment of the principal of and interest on the Housing Loan. Except for the Housing Set -Aside Revenues, no funds or properties of the Agency shall be pledged to, or otherwise table for, the payment of principal of or interest or premium (if any) on the Housing Loan. Section 3.02 Housing Loan Payment Account; Deposit of Housing Set -Aside Revenues. The Agency hereby establishes a special fund to be known as the Housing Loan Payment Account, which shall be held by the Agency in the Low and Moderate Income Housing Fund. The Agency shall deposit all of the Housing Set -Aside Revenues received in any Bond Year in the Housing Loan Payment Account promptly upon receipt thereof by the Agency, until such time (if any) during such Bond Year as the amounts on deposit in the Housing Loan Payment Account equal the aggregate amounts required to be transferred to the Trustee pursuant to Section 3.03 below with respect to such Bond Year. Any Housing Set -Aside Revenues received during such Bond Year in excess of such amounts shall be released from the pledge and lien hereunder and may be used for any lawful purposes of the Agency. Prior to the payment in full of the principal of and interest and prepayment premium (if any) on the Housing Loan and the payment in full of all other amounts payable hereunder, the Agency shall not have any beneficial right or interest in the moneys on deposit in the Housing Loan Payment Account, except only as provided in this Housing Fund Loan Agreement, and such moneys shall be used and applied as set forth herein. Section 3.03. Transfer of Housing Set -Aside Revenues to Trustee. The Agency shall withdraw from the Housing Loan Payment Account and transfer to the Trustee the following amounts at the following times and in the following order of priority: (a) Payment Amount. No later than the sixth (6th) Business Day preceding each Interest Payment Date, commencing February 1, 1996, the Agency shall withdraw from the Housing Loan Payment Account and transfer to the Trustee an amount equal to the payment amount on the Housing Loan becoming due and payable on such Interest Payment Date pursuant to Section 2.02. (b) Reserve Fund Deposits. In the event that the Trustee shall notify the Agency pursuant to Section 3.05(c) of either of the Indentures that the amount on deposit in the applicable Reserve Fund is less than that Reserve Fund's Reserve Requirement, the Agency shall immediately withdraw from the Housing Loan Payment Account and transfer to the Trustee for deposit in such Reserve Fund the Proportionate Share of an amount of money necessary, together with the amount to be paid to the Trustee pursuant to Section 3.03(b) of either of the other Housing Fund Loan Agreements, and subject to the further provisions of Section 4.02(b), if applicable, to maintain the Reserve Requirement in such Reserve Fund. No such transfer and deposit need be made to a Reserve Fund so long as there shall be on deposit therein a sum at least equal to the applicable Reserve Requirement under the respective Indentures. (c) Surplus. The Agency shall not be obligated to deposit in the Housing Loan Payment Account in any Bond Year an amount of Housing Set -Aside Revenues which, -12- together with other available amounts in the Housing Loan Payment Account, exceeds the amounts required to be transferred to the Trustee in such Bond Year pursuant to this Section 3.03. In the event that for any reason whatsoever any amounts shall remain on deposit in the Housing Loan Payment Account on any February 2 after making all of the transfers theretofore required to be made pursuant to the preceding clauses (a) and (b), the Agency may withdraw such amounts from the Housing Loan Payment Account to be used for any lawful purposes of the Agency. Section 3.04. Investment of Moneys: Valuation of 'Investments. All moneys in the Housing Loan Payment Account shall be invested by the Agency solely in Permitted Investments which are also authorized under the Redevelopment Law, maturing not later than the respective dates on which such moneys are estimated by the Agency to be required to be deposited with the Trustee pursuant to Section 3.03. -13- ARTICLE IV OTHER COVENANTS OF THE AGENCY Section 4.01. Punctual Payment. The Agency will punctually pay or cause to be paid the principal of and interest on the Housing Loan together with any prepayment premiums thereon in strict conformity with the terms of this Housing Fund Loan Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Housing Fund Loan Agreement. Section 4.02. Limitation on Superior Debi, The Agency hereby covenants that, so long as the Housing Loan remains unpaid, the Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any loans, advances or indebtedness, which is in any case secured by alien on all or any part of the Housing Set -Aside Revenues which is superior to or on a parity with the lien established hereunder for the security of the Housing Loan, including Refunding Obligations. The Agency may amend this Loan Agreement to issue or incur parity bonds within the meaning of Section 3.06 of either the Series A Indenture or the Series B Indenture and the Agency may issue or incur Subordinate Debt pursuant to Section 2.06. Section 4.03. Payment of Claims. The Agency will pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Housing Set -Aside Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Housing Loan. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said claims. Section 4.04. Books and Accounts; Financial Statement. The Agency will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Agency and the City, in which complete and correct entries shall be made of all transactions relating to the Housing Set -Aside Revenues, the Interfund Loans, and the funds and accounts established by the Indentures and by this Housing Fund Loan Agreement. Such books of record and accounts shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Authority, the Trustee, the Bond Insurer and the Owners of any Bonds then Outstanding, or their representatives authorized in writing. The Agency will cause to be prepared and transmitted to the Trustee and the Bond Insurer annually, within one hundred and eighty (180) days after the close of each Fiscal Year so long as any of the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Housing Set -Aside Revenues, all disbursements from the Housing Loan Payment Account, the Costs of Issuance Funds, the Revenue Funds and the Reserve Funds and the accounts therein, as of the end of such Fiscal Year. The Agency will furnish a copy of such statements, upon reasonable request, to any Bond Owner. Section 4.05. Protection of Security and Rights. The Agency will preserve and protect the security of the Housing Loan and the rights of the Trustee and the Bond Owners with respect to the Housing Loan. From and after the Closing Date, the Housing Loan shall be incontestable by the Agency. Section 4.06. Maintenance of Housing Set -Aside Revenues; Compliance with Plan Limit. The Agency shall comply with all requirements of the Redevelopment Law to insure the allocation and payment to it of the Housing Set -Aside Revenues, including without limitation -14- the timely filing of any necessary statements of indebtedness with appropriate officials of the City and (in the case of supplemental revenues and other amounts payable by the State) appropriate officials of the State of California, and shall forward information copies of each such filing to the Trustee. The Agency shall not make any of the annual findings permitted by Section 33334.2(a) of the Redevelopment Law if, and to the extent, any such findings will adversely impact the Agency's ability to make the Loan Payments required by Section 2.02 of this Loan Agreement. The Agency shall not enter into any agreement with the City or any other governmental unit which would have the effect of reducing the amount of Housing Set -Aside Revenues available to the Agency for payment of the Housing Loan. Without limiting the generality of the foregoing, the Agency covenants that it shall deposit or cause to be deposited in the Low and Moderate Income Housing Fund all amounts when, as and if required to be deposited therein pursuant to the Redevelopment Law. Nothing herein is intended or shall be construed in any way to prohibit or impose any limitations on the entering into by the Agency of any such agreement, amendment or supplement which by its term is subordinate to the payment of the Housing Loan, as provided in Section 206. The Agency shall manage its fiscal affairs in a manner which ensures that it will have sufficient Housing Set -Aside Revenues available under the Plan Limit in the amounts and at the times required to enable the Agency to pay the principal of and interest and premium (if any) on the Housing Loan. Section 4.07. Payment of Expenses: Indemnification. The Agency shall pay to the Trustee from time to time all reasonable compensation for all services rendered under this Housing Fund Loan Agreement and the Indentures, including but not limited to all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties hereunder and thereunder. Upon the occurrence of an Event of Default, the Trustee shall have a first lien on the Housing Set -Aside Revenues to secure the payment to the Trustee of all reasonable fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel incurred in declaring such Event of Default and in exercising the rights and remedies set forth in Article V hereof. The Agency further covenants and agrees to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Agency under this paragraph shall survive the resignation or removal of the Trustee under the Indentures and payment of the Housing Loan and the discharge of this Housing Fund Loan Agreement. Section 4.08. No Arbitragg. The Agency shall not take, nor permit nor suffer to be taken W the Trustee, the Authority or otherwise, any action with respect to the proceeds of the using Loan which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 4.09. Rebate Requirement. As required by Section 5.09 of each of the Indentures, the Agency, on behalf of the Authority, shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate to the federal government of excess investment earnings, if any, with respect to this Housing Fund Loan Agreement and the Bonds. -15- The Agency agrees to furnish all information to, and cooperate fully with the Authority, the Trustee and their respective officers, employees, agents and attorneys, in order to assure compliance with the provisions of Section 5.09 of each of the Indentures. In the event that the Authority shall determine, pursuant to Section 5.09 of either of the Indentures, that any amounts are due and payable to the United States of America thereunder and that neither the Authority nor the Trustee has on deposit an amount of available moneys (excluding moneys on deposit in an Interest Account or a Principal Account or a Reserve Fund and excluding any other moneys required to pay the principal of or interest or redemption premium, if any, on the Bonds) to make such payment, the Authority shall promptly notify the Agency of such fact. Upon receipt of any such notice, the Agency shall promptly pay to the Trustee from available Housing Set -Aside Revenues or any other source of legally available funds the sum of one hundred percent (1000 of the amounts determined by the Authority to be due and payable to the United States of America as a result of the investment of amounts on deposit in any fund or account established hereunder or under the Indentures. Section 4.10. Private Activity Bond Limitation. The Agency shall assure that the proceeds of the Housing Loan are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Section 4.11. Federal Guarantee Prohibition. The Agency shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bends to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 4.12. Maintenance of Tax EUmption. The Agency shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under-the Cade as in effect on the date of issuance of the Bonds. Section 4.13. Continuing- Disclosure . The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Housing Fund Loan Agreement, failure of the Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Agency to comply with its obligations under this Section 4.13. Section 4.14. Re art to California Debt Advisory Commission. In accordance with Section 6599.1(c) of the Government Code, the Agency shall notify the California Debt Advisory Commission by mail, postage prepaid, within ten (10) days if either 0) the Agency fails to pay principal and interest payable pursuant to this Loan Agreement on any scheduled payment date or (ii) funds representing all or a portion of a Reserve Requirement are withdrawn from a Reserve Account to pay principal and /or interest on either the Series A Bonds or the Series B Bonds (the terms "Reserve Requirement" and "Reserve Account' having the meanings set forth in the Series A Indenture or the Series B Indenture, as applicable). The notice given pursuant to this Section 4.14 shall consist of a letter to the Commission stating W the name of the Agency and the Bonds and the date of sale of the Bonds, W) the type of non - payment (draw on Reserve Account or non - payment of such principal or interest), (iii) the date the draw on the Reserve Account or such non - payment occurred and (iv) the amount of the draw on the Reserve Account or the amount of such non - payment. -16- Section 4.15. Information Provided to Bond Insurer. The Agency shall provide or cause to be provided to the Bond Insurer the following: (a) within one hundred twenty (120) days following the dose of each Fiscal Year, a copy of the adopted final budget of the Agency for the next succeeding Fiscal Year; (b) a copy of the official statement, offering circular or other disclosure document relating to any issue of Agency obligations, including but not limited to any issue of Parity Debt; (c) notice of any draw upon the Reserve Fund or of any deficiency in the Reserve Fund due to market fluctuation in the value of investments credited thereto; and (d) such additional information as the Bond Insurer may reasonably request from time to time. Section 4.16. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Housing Fund Loan Agreement and for the better assuring and confirming unto the Trustee, the Authority and the Owners of the Bonds of the rights and benefits provided in this Housing Fund Loan Agreement. -17- ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.07. Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder. (a) Failure by the Agency to pay the principal of or interest or prepayment premiums (if any) on the Housing Loan when and as the same shall become due and payable. (b) Failure by the Agency to observe and perform any of the covenants, agreements or conditions on its part contained in this Housing Fund Loan Agreement, other than as referred to in the preceding clause (a), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the Agency by the Trustee or the Bond Insurer; provided, however, that if in the reasonable opinion of the Agency the failure stated in such notice can be corrected, but not within such thirty (30) day period, the Trustee shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Agency within such thirty (30) day period and diligently pursued until such failure is corrected. (c) The Agency commences a voluntary action under Title 77 of the United States Code or any substitute or successor statute. If an Event of Default has occurred and is continuing, the Trustee may, but only with the written consent of the Bond Insurer, or, at the written direction of the Bond Insurer, the Trustee shall, (a) declare the principal of the Housing Loan, together with the accrued interest on all unpaid installment payments thereof, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Housing Fund Loan Agreement to the contrary notwithstanding, and (b) exercise any other remedies available to the Trustee in law or at equity. immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Agency and the Bond Insurer by telephone, telecopier or other telecommunication device, promptly confirmed in writing. This provision, however, is subject to the condition that if, at any time after the principal of the Housing Loan shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Agency shall deposit with the Trustee a sum sufficient to pay all payments on the Housing Loan matured prior to such declaration, with interest on such overdue payments at the rate then borne by the Outstanding Bonds, and the reasonable expenses of the Trustee (including but not limited to attorneys fees), and any and all other defaults known to the Trustee shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Bond Insurer (or the Trustee with the written consent of the Bond Insurer) may, by written notice to the Trustee and the Agency, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Section 5.02. Application of Funds Upon Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Housing Fund Loan Agreement shall be applied by the Trustee in the following order. -18- First, to the payment of the fees, costs and expenses of the Trustee in carrying out the provisions of this Article V, including reasonable compensation to its agents, attorneys and counsel; and Second, to the payment of all payments on the Housing Loan then due and unpaid, with interest on overdue payments to the extent permitted by law at the rate of interest then borne by overdue payments on the Outstanding Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the order by which the overdue payments first became delinquent. Section 5.03. No Waiv -r. Nothing in this Article V or in any other provision of this Housing Fund Loan Agreement, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay from the Housing Set -Aside Revenues and other amounts pledged hereunder, the payments and prepayment premiums (if any) on the Housing Loan to the Trustee, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Trustee to institute suit to enforce such payment by virtue of the contract embodied in this Housing Fund Loan Agreement. A waiver of any default by the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of the Trustee to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Trustee by the Redevelopment Law, by the Indentures or by this Article V may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Trustee, the Agency and the Trustee shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 5.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Redevelopment law or any other law. -19- ARTICLE VI MISCELLANEOUS Section 6.01. Benefits Limi _Rights of Bond Insurer. Nothing in this Housing Fund Loan Agreement, expressed or implied, is intended to give to any person other than the Agency, the Trustee, the Bond Insurer and the Authority, any right, remedy or claim under or by reason of this Housing Fund Loan Agreement. All covenants, stipulations, promises or agreements in this Housing Fund Loan Agreement contained by and on behalf of the Agency shall be for the sole and exclusive benefit of the Authority, the Bond Insurer and of the Trustee acting as trustee for the benefit of the Owners of the Bonds. The Bond Insurer shall be deemed to be a third party beneficiary hereunder for all purposes whatsoever, and shall be entitled to enforce its rights hereunder as if the Bond Insurer were made a party hereto. Anything in this Housing Fund Loan Agreement to the contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bond Owners, or to the Trustee for the benefit of the Bond Owners, including but not limited to Tights and remedies relating to acceleration of the unpaid principal balance of the Loan and the right to rescind and annul any declaration of such acceleration, and including but not limited to the right to approve all waivers of any Events of Default.' The rights granted to the Bond Insurer hereunder shall be deemed terminated and shall not be exercisable by the Bond'Insurer during any period during which the Bond Insurer shall be in payment default under the Financial Guaranty Bond. Anything in this Loan Agreement to the contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted thereunder to the Bond Owners, or to the Trustee for the benefit of the Bond Owners, including but not limited to rights and remedies relating to acceleration of the unpaid principal balance of the Loan and the right to rescind and annul any declaration of such acceleration, and including but not limited to the right to approve all waivers of any Events of Default. The rights granted to the Bond Insurer hereunder shall be deemed terminated and shall not be exercisable by the Bond Insurer during any period during which the Bond Insurer shall be in payment default under the Financial Guaranty Bond. Section 6.02. Successor is Deemed lncluded in All References to Predecessor. Whenever in this Housing Fund Loan Agreement either the Agency, the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Housing Fund Loan Agreement contained by or on behalf of the Agency, the Authority, the Bond Insurer or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 6.03. Discharge of Housing Fund Loan Agreement. If the Agency shall pay and discharge the entire indebtedness on the Housing Loan or any portion thereof in any one or more of the following ways: (a) by well and truly paying or causing to be paid the payments and prepayment premiums (if any) on the Housing Loan or such portion, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, cash in an amount which, together with the available arnounts then on deposit in any of the funds and accounts established pursuant to the Indentures or this Housing Fund -20- Loan Agreement, is fully sufficient to pay all payments and prepayment premiums (if any) on the Housing Loan or such portion; or (c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, Federal Securities in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to the Indentures or pursuant to this Housing Fund Loan Agreement, be fully sufficient to pay and discharge the indebtedness on the Housing Loan or such portion (including all payments and prepayment premiums) at or before maturity; then, at the election of the Agency but only if all other amounts then due and payable hereunder shall have been paid or provision for their payment made, the pledge of and lien upon the Housing Set -Aside Revenues and other funds provided for in this Housing Fund Loan Agreement and all other obligations of the Trustee; the Authority and the Agency under this Housing Fund Loan Agreement with respect to the Housing Loan, or such portion, as applicable, shall cease and terminate, except only the obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so deposited with the Trustee or such other fiduciary, all sums due with respect to the Housing Loan, or such portion, as applicable, and all expenses and costs of the Trustee. Notice of such election shall be filed with the Authority, the Bond Insurer and the Trustee. If the Agency shall pay the Housing Loan in full, then the Authority shall cause any funds thereafter held by the Trustee under the Indentures, which are not required for said purpose, to paid over to the Agency. Section 6.04. Amendment. This Housing Fund Loan Agreement may be amended by the parties hereto but only under the circumstances set forth in, and in accordance with, the provisions of Section 5.07 of the Indentures. The Authority covenants that the Indentures shall not be amended without the prior written consent of the Agency. Section 6.05. Waiver of PLTsonal Liability. No member, officer, agent or employee of the Agency shall be individually or personally liable for the payment of the principal of or interest on the Housing Loan; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 6.06. Notices. All written notices to be given under this Housing Fund Loan Agreement shall be given by first class nail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time- to time. Notice shall be effective 48 hours after deposit in the United States mail, postage prepaid or, in the case of any notice to the Trustee or the Bond insurer or in the case of personal delivery to any person, upon actual receipt at the address set forth below: -21- If to the Authority: Lake Elsinore Public Financing Authority 130 South Main Street Lake Elsinore, California 92530 Attention: Executive Director If to the Agency: Redevelopment Agency of the Lake Elsinore 130 South Main Street Lake Elsinore, California 92530 Attention: Executive Director If to the Trustee: Union Bank 120 South San Pedro Street, 4th Floor Los Angeles, California 90012 Attention: Corporate Trust Division if to the Bond Insurer: Capital Guaranty Insurance Company Steuart Tower, 22nd Floor One Market San Francisco, California 94105 -1413 Attention: Surveillance Section 6.07. Partial Invalidit4. if any Section, paragraph, sentence, clause or phrase of this Housing Fund Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Housing Fund Loan Agreement. The Agency hereby declares that it would have adopted this Housing Fund Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the Housing Loan irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Housing Fund Loan Agreement may be held illegal, invalid or unenforceable. Section 6.08. Im. it' of stee. All immunities, indemnities, exceptions from liability and other provisions of the m insofar as they relate to the Trustee shall apply to this Housing Fund Loan Agreement. The immunities of the Trustee also extend to its directors, officers, employees and agents. Section 6.09. Governing lam. w_. This Agreement shall be construed and governed in accordance with the laws of the State of California. Section 6.10. E on in C n r arts. This Housing Fund Loan Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority, the Agency and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. -22- IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE and the LAKE ELSINORE PUBLIC FINANCING AUTHORITY, have caused this Housing Fund Loan Agreement to be signed by their respective officers, all as of the day and year first above written. Attest: By �— S retary At By WAI PMENT AGENCY OF THE KE ELSINORE v LAKE EI.SINORE PUBLIC FINANCING AUTHO By -, 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 If John R_ Harper, Esq_ (State Bar # 82306) GOVERNMENT ENTITY, EXEMPT HARPER & BURNS FROM FILING FEE, PURSUANT 453 South Glassell Street TO GOVERNMENT CODE Orange, CA 92666 SECTION 6103 (714) 771 -7728 Andrew C. hall, Esq. (State Bar 934409) JONES HALL HILL & WHITE f A PROFESSIONAL LAW CORPORATION •'r %R: ?���;: �;qu� Four Embarcadero Center, 19th Floor San Francisco, California 94111 (415) 391 -5780 tV Attorneys for Plaintiff vA+'e v ` " IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF RIVERSIDE LAKE ELSINORE PUBLIC FINANCING ) AUTHORITY, a public entity created by ) joint powers agreement, ) ) Plaintiff, ) NO. 271683 VS. ALL PERSONS INTERESTED IN THE MATTER . OF THE VALIDITY OF TWO SEPARATE SERIES OF BONDS AUTHORIZED TO BE ISSUED BY THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY BY AND PURSUANT TO ITS RESOLUTION NO. PFA 95 -2 (adopted September 26, 1995) _ Defendants. } This matter having come on regularly for hearing on Plaintiff's application for judgment; and Harper & Burns, by John R. Harper, Esq., having appeared for Plaintiff; and Plaintiff having presented a Brief and Affidavit in support of said application; and good cause appearing therefor, IT IS ORDERED, ADJUDGED, AND DECREED, as follows: -1- Judgment 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 i (1) This action has been properly brought pursuant to Section 860, and following, of the Code of Civil Procedure. I (2) By the adoption by Plaintiff of Resolution No. PFA 95 -2, ion September 26, 1995 ( 'Resolution No. PFA 95 -21), the Plaintiff ;has duly and lawfully authorized the issuance of its 1995 Series A Housing Tax Allocation Bonds (Lake Elsinore Redevelopment Projects (the "Series A Bonds.') and its 1995 Series B Housing Tax Allocation Bonds (Lake Elsinore Redevelopment Projects) (the "Series B Bonds") pursuant to' two separate Indentures, each dated November 1, 1995, by and between the Plaintiff and Union Bank as trustee (respectively, the 'Series A Indenture" and the "Series B Indenture "). (3) The Series A Bonds and the Series B Bonds (with such additions or modifications to the Series A Indenture and the Series B Indenture as shall be necessary or appropriate to effectuate the issuance, sale and delivery of the Series A Bonds and the Series B Bonds), when issued, sold and delivered will be valid, legal and binding obligations of the Plaintiff payable as provided in Resolution No. PFA 95 -2 and, as applicable, in, the Series A Indenture and the Series B Indenture. (4) Pursuant to Resolution No. PFA 95 -2 and pursuant to Resolution No. RDA 95 -9, adopted by the Redevelopment Agency of the City of Lake Elsinore (the "Agency~) on September 26, 1995, the Plaintiff and the Agency have each duly and lawfully approved the execution, delivery and performance of the Housing Fund Loan Agreement, dated as of November 1, 1995, by and between the Plaintiff and the Agency (the "Loan Agreement"). (5) The Loan Agreement (with such additions on modification -2- Judgment 1 as shall be necessary or appropriate to effectuate the purposes of 2 the Loan Agreement) when executed and delivered will be legal, 3 valid and binding obligations of the Plaintiff and the Agency, 4 respectively, and the provisions of the Loan Agreement, including, 5 without limitation, the provisions for making of the loan (the 6 'Housing Loan') to the Agency by the Plaintiff pursuant to the 7 Loan Agreement, the use by the Agency of the proceeds of the 8 Housing Loan to make interfund loans (the ' Interfund Loans') to 9 three different redevelopment project areas of the Agency (as 10 further described in Plaintiff's complaint filed in this action) 11 and the use of tax increment revenues in the Agency's Low and 12 Moderate Income Housing (deposited pursuant to Section 33334.3 of 13 the California Health and Safety Code) to repay the Housing Loan 14 and, hence the Series A Bonds and the Series B Bonds (without 15 regard to the timeliness of the repayment of the Interfund Loans) 16 are enforceable in accordance with the terms of the Loan 17 Agreement. 18 (6) Pursuant to Section 870 of the Code of Civil Procedure, 19 the Court permanently enjoins the institution by any person of any 20 action or proceeding raising any issue as to which such judgment 21 is binding and conclusive. /Uk !o ig96 22 Dated: 23 Judge of the Superior Court 24 25 26 27 28 -3- Judgment I