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INDENTURE
This Indenture (the “Indenture”), dated as of July 1, 2006, by and
between the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
(the “Authority”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association duly organized and existing under and
by virtue of the laws of the United States of America, as trustee
(the “Trustee”);
W I T N E S S E T H:
WHEREAS, the local agencies named in Schedule I hereto (the “Local
Agencies”) have determined to simultaneously issue their Tax and
Revenue Anticipation Notes, in the respective principal amounts set
forth in Schedule I hereto (individually, a “Note” and,
collectively, the “Notes”) and to sell the Notes to the Authority
and participate in the California Communities Cash Flow Financing
Program (the “Program”); and
WHEREAS, each Local Agency has acknowledged the pooling of its Note
with the Notes issued by other Local Agencies participating in the
Program and the assignment by the Authority of said Local Agency’s
Note to the Trustee to secure payment of the Bonds issued under
this Indenture (the “Bonds”), in order to achieve a lower net
interest cost and lower costs associated with issuing its Note;
and
WHEREAS, each Local Agency has entered into a purchase agreement
with the Authority whereby the Authority has agreed to purchase
such Local Agency’s Note and in connection therewith issue the
Bonds; and
WHEREAS, each Local Agency has acknowledged that the Authority will
enter into this Indenture and issue, pursuant to the terms of this
Indenture, the Bonds; and
WHEREAS, pursuant to the Program and this Indenture, the Authority
has assigned its interest in the Notes to the Trustee; and
WHEREAS, the Trustee, pursuant hereto, accepts the assignment of
the Notes and all duties, obligations and trusts of the Trustee
established in this Indenture; and
WHEREAS, the Bonds are secured, in part, by a Credit Instrument
which is a municipal bond insurance policy issued by
_________________________; and
WHEREAS, all acts, conditions and things required by law to exist,
to have happened and to have been performed precedent to and in
connection with the execution and entering into of the Indenture
and delivery of the Bonds do exist, have happened and have been
performed in regular and due time, form and manner as required by
law, and the parties hereto are now duly authorized to execute and
enter into the Indenture;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL
AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR
DOCSLA1:517851.1 2
OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS
FOLLOWS:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires,
the terms defined in this section shall, for all purposes hereof
and of any amendment hereof or supplement hereto and of the Bonds
and of any certificate, opinion, request or other document
mentioned herein or therein, have the meanings defined herein, the
following definitions to be equally applicable to both the singular
and plural forms of any of the terms defined herein (provided that
the Credit Instruments shall be governed by the respective
definitions set forth therein):
“Authority” means the California Statewide Communities Development
Authority, a public entity of the State of California, created
pursuant to the provisions relating to the joint exercise of powers
found in Chapter 5 of Division 7 of Title 1 (commencing with
Section 6500) of the Government Code of the State of
California.
“Authorized Authority Representative” means any member of the
Commission of the Authority.
“Authorized Denomination” means (i) for any Index Bond $25,000 or
any multiple thereof, or (ii) for any Fixed Rate Bond, $5,000 or
any multiple thereof.
“Authorized Local Agency Representative” means the person or
persons designated as such in the Local Agency Note Resolution or
any other person at the time designated to act on behalf of such
Local Agency by written certificate furnished to the Trustee,
containing the specimen signature of such person and signed on
behalf of such Local Agency by an Authorized Local Agency
Representative.
“Authority Swap Obligation” means the amount payable by the
Authority under the Swap Agreement on each Swap Payment Date.
“BMA Index” means a per annum rate equal to: (i) the rate
determined on the basis of an index based upon the weekly interest
rate resets of tax-exempt variable rate issues included in The Bond
Market Association Municipal Swap Index, produced by Municipal
Market Data, and effective on the Wednesday prior to any Index Bond
BMA Reset Date; (ii) if the BMA Index is not published on the
Wednesday prior to any Index Bond BMA Reset Date, the rate
determined by reference to the J.J. Kenny High Grade Index and
effective on the Wednesday prior to that Index Bond BMA Reset Date;
provided that, with respect to clauses (i) and (ii), if any
Wednesday is not a Business Day, the BMA Index shall be determined
on the preceding Business Day; and (iii) if the BMA Index as
described in clauses (i) and (ii) is not available for any week,
the BMA Index determined pursuant to clause (i) or (ii) above for
the next preceding Index Bond BMA Reset Date.
DOCSLA1:517851.1 3
“BMA Index Bond Rate” means a per annum rate equal to the BMA Index
Rate plus or minus the BMA Margin applied on the basis of the
actual number of days in the Index Bond Calculation Period divided
by 365, all as calculated by Trustee from time to time.
“BMA Index Rate” means, in respect of the Index Bond Calculation
Period, a per annum rate equal to the weighted arithmetic average
of the BMA Index in effect for each day in the Index Bond
Calculation Period, calculated by multiplying each such BMA Index
by the number of days such BMA Index is in effect, determining the
sum of such products and dividing such sum by the number of days in
the Index Bond Calculation Period.
“BMA Margin” means the number of basis points which will be added
to or subtracted from the BMA Index in calculating the BMA Index
Bond Rate for such Series.
“Bond Payment Fund” means the fund by that name established in
Section 3.02.
“Bond Purchase Agreement” means that certain Bond Purchase
Agreement between the Authority and the Purchaser relating to the
purchase of the Bonds by the Purchaser.
“Bonds” means the California Statewide Communities Development
Authority 2006 Tax and Revenue Anticipation Bonds, Series A-1,
authorized hereby and at any time Outstanding hereunder that are
issued by the Authority under and pursuant to Article II.
“Business Day” means any day except Saturday, Sunday or any day on
which banks located in the city in which the Principal Office of
the Trustee or the Principal Office of the Credit Provider is
located, are required or authorized to remain closed.
“Certificate” or “Request” with respect to a Local Agency means an
instrument in writing signed on behalf of such Local Agency by an
Authorized Local Agency Representative, and with respect to the
Authority means an instrument in writing signed on behalf of the
Authority by an Authorized Authority Representative or other person
at the time designated to act on behalf of the Authority by written
certificate furnished to the Trustee.
“Code” means the Internal Revenue Code of 1986 and the regulations
issued or applicable thereunder.
“Costs of Issuance” means all items of expense directly or
indirectly payable by or reimbursable to a Local Agency or the
Authority and related to the authorization, execution and delivery
of the Notes and the related sale of the Bonds, including, but not
limited to, the Credit Provider’s Credit Instrument fees or premium
or costs of issuance, as applicable, costs of preparation,
reproduction and delivery of documents, filing and recording fees,
fees and charges of the Trustee and its counsel, bond counsel fees
and charges, other legal fees and charges, fees and disbursements
of consultants and professionals, fees and charges for preparation,
execution, safekeeping and delivery of the Bonds and any other
costs, charges or fees in connection with the original issuance of
the Notes or the Bonds.
“Costs of Issuance Fund” means the fund by that name established
pursuant to Section 3.02 hereof.
DOCSLA1:517851.1 4
“Credit Agreement” means the Credit Agreement, if any, identified
in Schedule III and dated the date indicated therein between the
Authority and the Credit Provider as the same may be amended from
time to time. If there is more than one Credit Agreement, the term
shall refer to each of them separately and collectively.
“Credit Fund” means the fund of that name pursuant to Section 3.02
hereof.
“Credit Instrument” means the instrument designated in Schedule III
as the Letter of Credit/Policy of Insurance dated the date of
issuance of the Bonds, issued by the Credit Provider designated in
Schedule III in favor of the Trustee, as the same may be amended
from time to time. If there is more than one Credit Instrument, the
term shall refer to each of them separately and collectively.
Unless otherwise provided in the Credit Instrument, the Credit
Instrument shall be deemed to enhance the Notes which secure the
Bonds.
“Credit Instrument Payment Certificate” means the Credit Instrument
Payment Certificate, if any, relating to the procedures for
submission of claims under the Credit Instrument and for
apportionment of the policy limit, to the extent required.
“Credit Provider” means the entity, if any, identified as provider
of the Credit Instrument in Schedule III. If there is more than one
Credit Provider, the term shall refer to each of them separately
and collectively.
“Defaulted Note” means a Note (i) the principal of and interest on
which has been paid in whole or in part with the proceeds of a
drawing or claim or payment under or from the Credit Instrument
which remains not fully reimbursed on the Note Maturity Date or
(ii) any of the principal of or interest on which is not paid when
due.
“Default Rate” means the rate of interest per annum payable with
respect to the outstanding portion of each Defaulted Note which (i)
if the Defaulted Note is unpaid and no Credit Instrument is
applicable thereto, shall equal the Note Rate, or (ii) if the
Defaulted Note is paid in whole or in part by an unreimbursed draw
or claim or payment under or from a Credit Instrument, is
calculated in accordance with the applicable provisions of the
Credit Instrument or the Credit Agreement; provided, however, if
the Credit Instrument or the Credit Agreement, if any contains no
such provision or provisions regarding the calculation of a default
rate of interest, “Default Rate” means the Note Rate.
“Financial Advisor” shall mean RBC Capital Markets.
“Fixed Rate Bond” means a Bond bearing interest at a fixed rate of
interest.
“Fund” shall mean, each of the Funds established pursuant to
Section 3.02 hereof.
“Indenture” means this Indenture, dated as of July 1, 2006, by and
between the Trustee and the Authority, as originally executed and
entered into and as it may from time to time be amended or
supplemented in accordance herewith.
DOCSLA1:517851.1 5
“Index Bond” means a Bond bearing interest at the BMA Index Bond
Rate or the LIBOR Index Bond Rate until its Maturity Date or, if
earlier, its Redemption Date.
“Index Bond Calculation Period” for any Index Bond means the period
from and including each Interest Payment Date for the Index Bond to
but excluding the next succeeding Interest Payment Date for the
Index Bond; provided that the first Index Bond Calculation Period
shall mean the period from and including the Effective Date for the
Index Bond to but excluding the next succeeding Interest Payment
Date and the final Index Bond Calculation Period shall mean the
last Interest Payment Date before the Maturity Date (or, if earlier
the Redemption Date) for the Index Bonds.
“Index Bond LIBOR Reset Date” means each Thursday (and, if the
Effective Date is a day other than a Thursday, the Thursday next
preceding the Effective Date) or, if any Thursday is not a Business
Day, the next succeeding Business Day.
“Index Bond BMA Reset Date” means each Thursday (and, if the
Effective Date is a day other than a Thursday, the Thursday next
preceding the Effective Date) or, if any Thursday is not a Business
Day, the next succeeding Business Day.
“Interest Fund” means the fund by that name established in Section
3.02.
“Interest Payment Date” means (i) for any Index Bond, the first
Business Day of each calendar month and the Maturity Date for the
Index Bond or, if earlier, the Redemption Date for the Index Bond;
and (ii) for any Fixed Rate Bond, the Maturity Date.
[“Investment Agreement” means that certain investment agreement
dated as of July 1, 2006, among the Trustee, the Authority and
________________________________, providing for the investment of
certain funds held hereunder.]
“LIBOR Factor” means a percentage determined at the time of the
sale of any Series of Index Bonds bearing interest at a LIBOR Index
Bond Rate, provided that different percentages may apply to
separate Series of Index Bonds bearing interest at a LIBOR Index
Bond Rate.
“LIBOR Index” means a per annum rate equal to: (i) the rate for
deposits in U.S. Dollars for the LIBOR Index Maturity which appears
on Bloomberg as of 11:00 A.M., London time, on each Index Bond
LIBOR Reset Date; provided that for the first Index Bond
Calculation Period, it shall be the rate that is established two
London Banking Days preceding the Effective Date. “Bloomberg” means
the display entitled “British Bankers Association LIBOR Rates” that
currently appears after entering “BBAM1” into a Bloomberg terminal
(or such other page as may replace the page “British Bankers
Association LIBOR Rates” for the purpose of displaying London
interbank offered rates of major banks) on that service or such
other service or services as may be nominated by the British
Bankers’ Association for the purpose of displaying London interbank
offered rates for U.S. Dollar deposits); or (ii) if the LIBOR Index
as described in clause (i) is not available on the applicable Index
Bond LIBOR Reset Date, the rate for deposits in U.S. Dollars for
the LIBOR Index Maturity which appears on the Reuters Screen LIBOR
Page as of 11:00 A.M., London time, on the Index Bond LIBOR Reset
Date. If at least two rates
DOCSLA1:517851.1 6
appear on the Reuters Screen LIBOR Page, the rate for such Index
Bond LIBOR Reset Date will be the arithmetic mean of such rates.
“Reuters Screen LIBOR Page” means the display designated as page
“LIBOR” on the Reuters Monitor Money Rates Service (or such other
page as may replace page LIBOR on that service for the purpose of
displaying London interbank offered rates of major banks). If the
LIBOR Index as described under clause (i) or (ii) is not available,
the LIBOR Index means the rate for deposits in U.S. Dollars for the
LIBOR Index Maturity which appears on Bloomberg as of 11:00 a.m.,
London time, on the Business Day next preceding the Index Bond
LIBOR Reset Date.
“LIBOR Index Maturity” means a period of one month or any multiple
thereof as designated by the Treasurer at the time of the sale of
the Index Bonds.
“LIBOR Index Bond Rate” means a per annum rate equal to the LIBOR
Index Rate multiplied by the LIBOR Factor applied on the basis of
the actual number of days in the Index Bond Calculation Period
divided by 365.
“LIBOR Index Rate” means, in respect of the Index Bond Calculation
Period, a per annum rate equal to the weighted arithmetic average
of the LIBOR Index in effect for each day in the Index Bond
Calculation Period, calculated by multiplying each such LIBOR Index
by the number of days such LIBOR Index is in effect, determining
the sum of such products and dividing such sum by the number of
days in the Index Bond Calculation Period.
“London Banking Day” means any day on which dealings in deposits in
U.S. Dollars are transacted in the London interbank market.
“Local Agencies” means the California local agencies listed in
Schedule I hereto and, their successors and assigns.
“Maturity Date” means the maturity date of the Bonds, being June
30, 2007.
“Moody’s” means Moody’s Investors Service.
“Note Maturity Date” means the maturity date of each Note, being
June 30, 2007.
“Note Rate” means the stated rate of interest payable on the
Notes.
“Note Payment Deposit Date” means June ___, 2007.
“Note Resolutions” means the respective resolutions adopted by the
legislative bodies of the Local Agencies authorizing the issuance
of the Notes, acknowledging the form of this Indenture and
approving the execution and delivery of this Indenture and the
Bonds by the Authority.
“Notes” means the tax and revenue anticipation notes issued by the
Local Agencies in the respective aggregate principal amounts
described in Schedule I hereto.
“Opinion of Counsel” means a written opinion of counsel of
recognized national standing in the field of law relating to
municipal bonds, appointed by the Authority and
DOCSLA1:517851.1 7
satisfactory to and approved by the Trustee (who shall be under no
liability by reason of such approval).
“Outstanding” when used as of any particular time with reference to
Bonds, means (subject to the provisions of Section 9.02 hereof) all
Bonds except --
(1) Bonds cancelled by the Trustee or surrendered to the Trustee
for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of
Section 10.01; and
(3) Bonds in lieu of or in exchange or substitution for which other
Bonds shall have been authenticated and delivered by the Trustee
hereunder.
“Owner” means the registered owner of any Outstanding Bond.
“Payment Account Deposit Certification” means a certification of
the Local Agency in the form set forth in Exhibit C hereto that the
deposit required to be made to the Payment Account pursuant to the
Note Resolution has been made.
“Payment Accounts” means the accounts created by the Local Agencies
pursuant to the Note Resolutions.
“Permitted Investments” means any of the following to the extent
then permitted by law:
(i) (a) Direct obligations (other than an obligation subject to
variation in principal repayment) of the United States of America
(“United States Treasury Obligations”), (b) obligations fully and
unconditionally guaranteed as to timely payment of principal and
interest by the United States of America, (c) obligations fully and
unconditionally guaranteed as to timely payment of principal and
interest by any agency or instrumentality of the United States of
America when such obligations are backed by the full faith and
credit of the United States of America, or (d) evidences of
ownership of proportionate interests in future interest and
principal payments on obligations described above held by a bank or
trust company as custodian, under which the owner of the investment
is the real party in interest and has the right to proceed directly
and individually against the obligor and the underlying government
obligations are not available to any person claiming through the
custodian or to whom the custodian may be obligated.
(ii) Obligations of instrumentalities or agencies of the United
States of America. These are specifically limited to:
DOCSLA1:517851.1 8
-- Federal Home Loan Mortgage Corporation (FHLMC) Participation
certificates (excluded are stripped mortgage securities which are
purchased at prices exceeding their principal amounts) Debt
Obligations
-- Federal Home Loan Banks (FHL Banks) Consolidated debt
obligation
-- Federal National Mortgage Association (FNMA) Debt obligations
Mortgage backed securities (Excluded are stripped mortgage
securities-which are purchased at prices exceeding their principal
amounts).
Book entry securities listed in 1 and 2 above must be held in a
trust account with the Federal Reserve Bank or with a clearing
corporation or chain of clearing corporations which has an account
with the Federal Reserve Bank.
(iii) Federal Housing Administration debentures.
(iv) Commercial paper, payable in the United States of America,
having original maturities of not more than 92 days and which are
rated A+ by S&P and Prime-1 by Moody’s.
(v) Interest bearing demand or time deposits issued by state banks
or trust companies, savings and loan associations, federal savings
banks or any national banking associations, the deposits of which
are insured by the Bank Insurance Fund (BIF) or the Savings
Association Insurance Fund of the Federal Deposit Insurance
Corporation (SAIF) or any successors thereto. These deposits: (a)
must be continuously and fully insured by BIF or SAIF, or (b) must
have maturities of less than 366 days and be deposited with banks
the short term obligations of which are rated A+ by S&P and P-1
by Moody’s.
(vi) Money market mutual funds or portfolios investing in
short-term US Treasury securities rated AAAm or AAAm-G by S&P
and Aaa by Moody’s, including those which the Trustee and its
affiliates or subsidiaries provide advisory or management
services.
(vii) Investment agreements approved by the Credit Provider which
are with investment institutions, or with a financial entity whose
obligations are guaranteed or insured by a financial entity, having
long-term obligations which are rated “AA-” or higher by S&P
and “Aa” or higher by Moody’s as to long term instruments and rated
in the highest rating category by S&P and Moody’s as to short
term instruments and which are approved by S&P and Moody’s and
approved by the Credit Provider; provided that if such rating falls
below AA- or Aa3, by S&P or Moody’s, respectively, the
DOCSLA1:517851.1 9
investment agreement shall require the Trustee to replace such
financial institution or shall provide for the investment agreement
to be collateralized at levels and under such conditions as would
be acceptable to S&P and Moody’s to maintain an “A” rating in
an “A” rated structured financing (with a market value
approach).
(viii) The Local Agency Investment Fund administered by the State
of California.
(ix) Investment Trust of California, doing business as
CalTRUST.
(x) Such other investments as are approved in writing by the Credit
Provider and S&P and reviewed by Moody’s.
“Predefault Obligations” means (i) the respective obligations of
the respective Local Agencies to the Credit Provider under the
Credit Instrument and/or the Credit Agreement, if any, (ii) all
indemnification to the Credit Provider by the respective Local
Agencies, and (iii) all other amounts due to the Credit Provider by
the respective Local Agencies under the Credit Instrument and the
Credit Agreement, (including interest on overdue Predefault
Obligations to the extent permitted by law), to the extent they are
not Costs of Issuance, in each case becoming due prior to an Event
of Default under the respective Note Resolutions.
“Pricing Confirmation Supplement” means that certain Pricing
Confirmation Supplement attached to each Purchase Agreement as
agreed and accepted by each of the respective Local Agencies.
“Principal Fund” means the fund by that name established pursuant
to Section 3.02 hereof.
“Principal Office of the Credit Provider” means a United States of
America office of the Credit Provider to or from which draws under,
claims or payments pursuant to or from the Credit Instrument are to
be made.
“Principal Office of the Trustee” means the principal corporate
trust office of the Trustee, which, for the Trustee initially
appointed hereunder, is located in Los Angeles, California or such
other place as the Trustee may designate in writing to the
Authority.
“Proceeds Fund” means the fund by that name established pursuant to
Section 3.02 hereof.
“Program” means the Authority’s “California Cash Flow Financing
Program” pursuant to which the Bonds are issued to assist the Local
Agencies in financing cash flow deficits.
“Purchase Agreement” means that certain Purchase Agreement by and
between each of the respective Local Agencies and the Authority
relating to the Notes.
DOCSLA1:517851.1 10
“Purchaser” means, collectively, the underwriters and purchasers of
the Bonds listed in, under and pursuant to the Bond Purchase
Agreement.
“Reimbursement Obligations” means (i) the respective obligations of
the respective Local Agencies under the Credit Instrument and/or
the Credit Agreement, including, without limitation, obligations
evidenced by Defaulted Notes, (ii) all indemnification to the
Credit Provider by the respective Local Agencies, and (iii) all
other amounts at any time due to the Credit Provider by the
respective Local Agencies under the Credit Instrument and/or the
Credit Agreement (including any Predefault Obligations and interest
on any overdue Reimbursement Obligations to the extent permitted by
law), in each case becoming due as a result of or after an Event of
Default under the respective Note Resolutions.
“Representation Letter” shall mean the letter or letters of
representation from the Authority and the Trustee to, or other
instrument or agreement among the Authority and the Trustee with, a
securities depository for the Bonds in which the Authority and the
Trustee, among other things, make certain representations to such
securities depository with respect to the Bonds, the payment
thereof, and delivery of notices with respect thereto.
“S&P” means Standard & Poor’s Ratings Group, a division of
McGraw-Hill, Inc.
“Secured Percentage” means, with respect to any Credit Instrument
and the Notes to which it applies, an amount (i) equal to 100%, if
the available amount of the Credit Instrument is greater than or
equal to the aggregate amount of principal of and interest on
unpaid Notes (or unpaid portions thereof) or (ii) equal to the
available amount of the Credit Instrument divided by the aggregate
amount of unpaid principal of and interest on Notes (or unpaid
portions thereof), expressed as a percentage, if the available
amount of the Credit Instrument is less than the aggregate amount
of unpaid principal of and interest on Notes (or unpaid portions
thereof) as of the Maturity Date.
[“Series A-2 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series A-2, authorized and at any time Outstanding under the Series
A-2 Indenture.]
[“Series A-2 Indenture” means the Series A-2 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series A-2 Bonds.]
[“Series A-2 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series A-2 Indenture.]
[“Series A-2 Owner” means the registered owner of any outstanding
Series A-2 Bond.]
DOCSLA1:517851.1 11
[“Series A-3 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series A-3, authorized and at any time Outstanding under the Series
A-3 Indenture.]
[“Series A-3 Indenture” means the Series A-3 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series A-3 Bonds.]
[“Series A-3 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series A-3 Indenture.]
[“Series A-3 Owner” means the registered owner of any outstanding
Series A-3 Bond.]
[“Series A-4 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series A-4, authorized and at any time Outstanding under the Series
A-4 Indenture.]
[“Series A-4 Indenture” means the Series A-4 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series A-4 Bonds.]
[“Series A-4 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series A-4 Indenture.]
[“Series A-4 Owner” means the registered owner of any outstanding
Series A-4 Bond.]
[“Series A-5 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series A-5, authorized and at any time Outstanding under the Series
A-5 Indenture.]
[“Series A-5 Indenture” means the Series A-5 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series A-5 Bonds.]
[“Series A-5 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series A-5 Indenture.]
DOCSLA1:517851.1 12
[“Series A-5 Owner” means the registered owner of any outstanding
Series A-5 Bond.]
[“Series B Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series B, authorized and at any time Outstanding under the Series B
Indenture.]
[“Series B Indenture” means the Series B Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series B Bonds.]
[“Series B Trustee” means Wells Fargo Bank, National Association, a
national banking association duly organized and existing under and
by virtue of the laws of the United States of America, or any other
bank or trust company at its principal corporate trust office which
may at any time be substituted in its place, as trustee under the
Series B Indenture.]
[“Series B Owner” means the registered owner of any outstanding
Series B Bond.]
[“Series C-1 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series C-1 (Taxable), authorized and at any time Outstanding under
the Series C-1 Indenture.]
“Series C-1 Indenture” means the Series C-1 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series C-1 Bonds.
[“Series C-1 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series C-1 Indenture.]
[“Series C-1 Owner” means the registered owner of any outstanding
Series C-1 Bond.]
[“Series C-2 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series C-2 (Taxable), authorized and at any time Outstanding under
the Series C-2 Indenture.]
[“Series C-2 Indenture” means the Series C-2 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series C-2 Bonds.]
DOCSLA1:517851.1 13
[“Series C-2 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series C-2 Indenture.]
[“Series C-2 Owner” means the registered owner of any outstanding
Series C-2 Bond.]
[“Series C-3 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series C-3 (Taxable), authorized and at any time Outstanding under
the Series C-3 Indenture.]
[“Series C-3 Indenture” means the Series C-3 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series C-3 Bonds.]
[“Series C-3 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series C-3 Indenture.]
[“Series C-3 Owner” means the registered owner of any outstanding
Series C-3 Bond.]
[“Series C-4 Bonds” means the California Statewide Communities
Development Authority 2006 Tax and Revenue Anticipation Bonds,
Series C-4 (Taxable), authorized and at any time Outstanding under
the Series C-4 Indenture.]
[“Series C-4 Indenture” means the Series C-4 Indenture, dated as of
July 1, 2006, by and between the Trustee and the Authority, as
originally executed and entered into and as it may from time to
time be amended or supplemented in accordance therewith, relating
to the Series C-4 Bonds.]
[“Series C-4 Trustee” means Wells Fargo Bank, National Association,
a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, or any
other bank or trust company at its principal corporate trust office
which may at any time be substituted in its place, as trustee under
the Series C-4 Indenture.]
[“Series C-4 Owner” means the registered owner of any outstanding
Series C-4 Bond.]
“Swap Interest Payment Account” means the account by that name
established in the Interest Fund pursuant to Section 3.02
hereof.
“Swap Repayment Account” means the account by that name established
in the Interest Fund pursuant to Section 3.02 hereof.
DOCSLA1:517851.1 14
“Swap Repayment Date” means the date or dates upon which the
Authority is obligated to make payments, if any, to the Swap
Provider.
“Swap Agreement” means that certain swap agreement, if any, between
the Authority and the Swap Provider, as the same may be amended and
supplemented.
“Swap Provider” means the party executing the Swap Agreement with
the Authority.
“Tax Certificate” means the Tax Certificate and Agreement signed by
the Authority on the date of the initial issuance and delivery of
the Bonds relating to the requirements of the Code.
“Trustee” means Wells Fargo Bank, National Association, a national
banking association duly organized and existing under and by virtue
of the laws of the United States of America, at the Principal
Corporate Trust Office of the Trustee or any other bank or trust
company at its principal corporate trust office which may at any
time be substituted in its place, as trustee under the
Indenture.
“Underwriters” means Lehman Brothers, Citigroup Global Markets
Inc., Banc of America Securities LLC and E. J. De La Rosa &
Co., Inc.
SECTION 1.02. Equal Security. In consideration of the acceptance of
the
Bonds by the Owners and the issuance of the Credit Instrument by
the Credit Provider as indicated on Schedule III, this Indenture
shall be deemed to be and shall constitute a contract among the
Trustee, the Authority, and the Owners to secure the full and final
payment of the interest on and principal of the Bonds, all
Predefault Obligations and all Reimbursement Obligations, subject
to the agreements, conditions, covenants and terms contained
herein; and all agreements, conditions, covenants and terms
contained herein required to be observed or performed by or on
behalf of the Trustee shall be for the equal and proportionate
benefit, protection and security of all Owners without distinction,
preference or priority as to benefit, protection or security of any
Bonds over any other Bonds by reason of the number or date thereof
or the time of execution or delivery thereof or otherwise for any
cause whatsoever, and for the benefit of the Credit Provider except
as expressly provided herein or therein. The Credit Provider shall
be deemed a third party beneficiary of all covenants and conditions
contained in this Indenture.
DOCSLA1:517851.1 15
ARTICLE II
CONDITIONS AND TERMS OF BONDS
SECTION 2.01. Initial Issuance of Bonds. The Bonds to be issued
under this Indenture are hereby created and such Bonds are
designated as the “California Statewide Communities Development
Authority 2006 Tax and Revenue Anticipation Bonds, Series A-1.” The
aggregate principal amount of Bonds which may be issued and
Outstanding under this Indenture shall not exceed $[PAR AMOUNT].
The Trustee is hereby authorized and directed to authenticate the
Bonds in the aggregate principal amount of $[PAR AMOUNT]. The Bonds
shall be initially delivered in the form of one Bond registered in
the name of “Cede & Co.,” as nominee of The Depository Trust
Company (“DTC”).
SECTION 2.02. Denominations, Medium, Method and Place of Payment
and Dating of Bonds. The Bonds shall be prepared in the form of
fully registered Bonds in Authorized Denominations. The interest on
and principal of the Bonds shall be payable in lawful money of the
United States of America. The Trustee may treat the Owner of any
Bond as the absolute owner of such Bond for all purposes, whether
or not such Bond shall be overdue, and the Trustee shall not be
affected by any knowledge or notice to the contrary; and payment of
the interest on and principal of such Bond shall be made only to
such Owner as above provided, which payments shall be valid and
effectual to satisfy and discharge the liability on such Bond to
the extent of the sum or sums so paid. All Bonds paid pursuant to
the provisions of this section shall be cancelled and destroyed by
the Trustee and shall not be redelivered and a certificate of
destruction shall be delivered to the Authority and Credit
Provider.
The Bonds shall be dated the date of initial issuance.
The “Record Date” for purposes of determining ownership of Bonds on
the Registration Books maintained by the Trustee shall be the
Business Day immediately preceding each Interest Payment Date on
the Bonds.
SECTION 2.03. Terms of the Bonds. The Bonds shall be issued as
Fixed Rate Bonds, shall mature on the Maturity Date and shall bear
interest at the Note Rate.
Interest shall be payable on each Interest Payment Date. Interest
and principal payable on the Maturity Date, shall be payable upon
surrender of the Bond by the Owner thereof, at the Principal Office
of the Trustee.
The interest payable on the Notes and on the Fixed Rate Bonds shall
be computed on the basis of a 360-day year of twelve 30-day months.
The interest payable on the Index Bonds shall be computed on the
basis of a 365 or 366-day year, as the case may be, and actual days
elapsed.
The Bonds shall not be subject to prepayment or redemption prior to
the Maturity Date.
DOCSLA1:517851.1 16
SECTION 2.04. Form of Bonds. The Bonds and the form of assignment
to appear thereon shall be in substantially the forms in Exhibit A
hereto, with appropriate or necessary insertions, omissions and
variations as permitted or required thereby or hereby. The Bonds
may be prepared in typewritten, lithographed or printed form.
SECTION 2.05. Execution of Bonds. The Bonds shall be executed by
the Chair or Vice-Chair of the Authority and attested by the
Secretary of the Authority by manual or facsimile signature and
shall be authenticated by the Trustee by the manual signature of an
authorized officer of the Trustee. The Bonds need not bear the seal
of the Authority, if any.
SECTION 2.06. Transfer and Exchange of Bonds. All Bonds are
transferable or exchangeable by the Owner thereof, in person or by
his attorney duly authorized in writing, at the Principal Office of
the Trustee in the books required to be kept by the Trustee
pursuant to the provisions of Section 2.07, upon surrender of such
Bonds accompanied by delivery of a duly executed written instrument
of transfer or exchange in a form approved by the Trustee. Whenever
any Bond or Bonds shall be surrendered for transfer or exchange,
the Trustee shall execute and deliver a new Bond or Bonds of
authorized denominations representing the same aggregate principal
amount, except that the Trustee shall require the payment by any
Owner requesting such transfer or exchange of any tax or other
governmental charge required to be paid with respect to such
transfer or exchange. All Bonds surrendered pursuant to the
provisions of this Section shall be cancelled by the Trustee and
shall not be redelivered.
SECTION 2.07. Bond Registration Books. At the Principal Office of
the Trustee, the Trustee will keep sufficient books for the
registration of the ownership, transfer or exchange of the Bonds,
which books shall be available for inspection by the Authority, the
Credit Provider, the Local Agencies or any Owner or such Owner’s
agent duly authorized in writing at reasonable hours and under
reasonable conditions during regular business hours; and upon
presentation for such purpose the Trustee shall, under such
reasonable regulations as it may prescribe, register the ownership,
transfer or exchange of the Bonds in such books as hereinabove
provided. The ownership of any Bonds may be proved by the books
required to be kept by the Trustee pursuant to the provisions of
this Section.
SECTION 2.08. Temporary Bonds. The Bonds may be initially delivered
in temporary form exchangeable for definitive Bonds when ready for
delivery, which temporary Bonds shall be printed, lithographed or
typewritten, shall be of such denominations as may be determined by
the Trustee, shall be in fully registered form and shall contain
such reference to any of the provisions hereof as may be
appropriate. Every temporary Bond shall be executed and delivered
by the Trustee upon the same conditions and terms and in
substantially the same manner as definitive Bonds. If the Trustee
executes and delivers temporary Bonds, it will prepare and execute
definitive Bonds without delay, and in that case, upon demand of
the Owner of any temporary Bonds, such definitive Bonds shall be
exchanged without cost to such Owner for temporary Bonds at the
Principal Office of the Trustee upon surrender of such temporary
Bonds, and until so exchanged such temporary Bonds shall be
entitled to the same benefit, protection and security hereunder as
the definitive Bonds executed and delivered hereunder. All
temporary Bonds surrendered pursuant to the provisions of this
Section shall be cancelled by the Trustee and shall not be
redelivered.
DOCSLA1:517851.1 17
SECTION 2.09. Bonds Mutilated, Destroyed, Lost or Stolen. If any
Bond shall become mutilated, the Trustee shall execute and deliver
a new Bond of like tenor in exchange and substitution for the Bond
so mutilated, but only upon surrender to the Trustee of the Bond so
mutilated, and every mutilated Bond so surrendered to the Trustee
shall be cancelled by it. If any Bond shall be lost, destroyed or
stolen, evidence of such loss, destruction or theft may be
submitted to the Trustee, and if such evidence is satisfactory to
the Trustee and indemnity satisfactory to the Trustee shall be
given, the Trustee shall authenticate and deliver a new Bond of
like tenor and principal amount in lieu of and in substitution for
the destroyed, lost or stolen Bond. The Trustee may require payment
of a sum not exceeding the actual cost of preparing each new Bond
authenticated and delivered by it under this Section and of the
expenses which may be incurred by it under this Section. Any
replacement Bond executed and delivered under the provisions of
this Section in lieu of and in substitution for any mutilated,
destroyed, lost or stolen Bond shall be equally and proportionately
entitled to the benefit, protection and security hereof with all
other Bonds executed and delivered hereunder; and the Trustee shall
not be required to treat both the original Bond and any replacement
Bond as being Outstanding for the purpose of determining the
principal amount of Bonds which may be executed and delivered
hereunder or for the purpose of determining any percentage of Bonds
Outstanding hereunder, but both the original and the replacement
Bond shall be treated as one and the same. Notwithstanding any
other provisions of this Section, rather than authenticating and
delivering a new Bond for a mutilated, destroyed, lost or stolen
Bond, the Maturity Date of which has occurred or is about to occur,
the Trustee may make payment of the principal evidenced and
represented by such mutilated, destroyed, lost or stolen Bond
directly to the Owner thereof under such regulations as the Trustee
may prescribe.
SECTION 2.10. Special Covenants as to Book-Entry Only System.
(a) Except as otherwise provided in subsections (b) and (c) of this
Section 2.10, the Bonds initially executed and delivered hereunder
shall be registered in the name of Cede & Co., as nominee for
DTC, or such other nominee as DTC may request. Payment of the
principal of and interest on each Bond registered in the name of
Cede & Co. shall be made to the account, in the manner and at
the address indicated in or pursuant to the Representation Letter
delivered to DTC by the Authority.
(b) The Bonds executed and delivered hereunder shall be in the form
of a single authenticated fully registered bond for each one
hundred fifty million dollars of principal amount (or excess
fraction thereof). Upon initial execution of the Bonds, the
ownership of all such Bonds shall be registered in the registration
records maintained by the Trustee pursuant to Section 2.07 in the
name of Cede & Co., as nominee of DTC, or such other nominee as
DTC may request. The Trustee, the Authority and the Local Agencies
may treat DTC (or its nominee) as the sole and exclusive Owner of
the Bonds registered in its name for the purposes of payment of the
principal of and interest on such Bonds, giving any notice
permitted or required to be given to an Owner under the Indenture,
registering the transfer of Bonds, obtaining any consent or other
action to be taken by the Owners and for all other purposes
whatsoever; and neither the Trustee, the Authority nor the Local
Agencies shall be affected by any notice to the contrary. Neither
the Trustee nor the Local Agencies shall have any responsibility or
obligation to any Participant (which shall mean, for purposes of
this Section 2.10, securities brokers and dealers,
DOCSLA1:517851.1 18
banks, trust companies, clearing corporations and other entities,
some of whom directly or indirectly own DTC), any person claiming a
beneficial ownership interest in the Bonds under or through DTC or
any Participant, or any other person which is not shown on the
registration records as being an Owner, with respect to (i) the
accuracy of any records maintained by DTC or any Participant, (ii)
the payment by DTC or any Participant of any amount in respect of
the principal or interest represented by such Bonds, (iii) any
notice which is permitted or required to be given to the Owners
under the Indenture or (iv) any consent given or other action taken
by DTC as Owner. The Trustee shall pay all principal of, premium,
if any, and interest on the Bonds only at the times, to the
accounts, at the addresses and otherwise in accordance with the
Representation Letter. Upon delivery by DTC to the Trustee of
written notice to the effect that DTC has determined to substitute
a new nominee in place of its then existing nominee, the Bonds will
be transferable to such new nominee in accordance with subsection
(f) of this Section 2.10.
(c) In the event that the Authority determines that it is in the
best interests of the beneficial owners of the Bonds that they be
able to obtain certificated Bonds, the Trustee shall, upon the
written instruction of the Authority, so notify DTC, whereupon DTC
shall notify the Participants of the availability through DTC of
Bonds. In such event, the Bonds will be transferable in accordance
with subsection (f) of this Section 2.10. DTC may determine to
discontinue providing its services with respect to the Bonds at any
time by giving written notice of such discontinuance to the Local
Agencies, the Authority or the Trustee and discharging its
responsibilities with respect thereto under applicable law. In such
event, the Bonds will be transferable in accordance with subsection
(f) of this Section 2.10. Whenever DTC requests the Local Agencies,
the Authority or the Trustee to do so, the Trustee, the Authority
and the Local Agencies will cooperate with DTC in taking
appropriate action after reasonable notice to arrange for another
securities depository to maintain custody of all certificates
evidencing the Bonds then Outstanding. In such event, the Bonds
will be transferable to such securities depository in accordance
with subsection (f) of this Section 2.10, and thereafter, all
reference in this Indenture to DTC or its nominee shall be deemed
to refer to such successor securities depository and its nominee,
as appropriate.
(d) Notwithstanding any other provision of this Indenture to the
contrary, so long as all Bonds Outstanding are registered in the
name of any nominee of DTC, all payments with respect to the
principal and interest represented by each such Bond and all
notices with respect to each such Bond shall be made and given,
respectively, to DTC as provided in the Representation
Letter.
(e) The Authority shall execute and deliver the Representation
Letter and, in connection with any successor nominee for DTC and
any successor depository, enter into comparable arrangements, and
shall have the same rights with respect to its actions thereunder
as it has with respect to its actions under this Indenture.
(f) In the event that any transfer or exchange of Bonds is
authorized under subsection (b) or (c) of this Section 2.10, such
transfer or exchange shall be accomplished upon receipt by the
Trustee from the Owner thereof of the Bonds to be transferred or
exchanged and appropriate instruments of transfer to the permitted
transferee, all in accordance with the
DOCSLA1:517851.1 19
applicable provisions of Section 2.06. In the event Bonds are
issued to holders other than Cede & Co., its successor as
nominee for DTC as holder of all the Bonds, another securities
depository as holder of all the Bonds, or the nominee of such
successor securities depository, the provisions of Sections 2.02,
2.03 and 2.06 shall also apply to, among other things, the
registration, exchange and transfer of the Bonds and the method of
payment of principal of, premium, if any, and interest on the
Bonds.
DOCSLA1:517851.1 20
ARTICLE III
PROCEEDS OF BONDS
SECTION 3.01. Delivery of Bonds. The Trustee is hereby authorized
to, and shall, authenticate and deliver the Bonds to the Purchaser
pursuant to the Bond Purchase Agreement upon receipt of (a) the
Request of the Authorized Authority Representative, (b) the Notes,
and (c) the net proceeds of sale of the Bonds.
SECTION 3.02. Establishment of Funds and Deposit of Proceeds of
Bonds. The Trustee shall establish and maintain hereunder, in
trust, the Costs of Issuance Fund, the Proceeds Fund, the Bond
Payment Fund, the Interest Fund, the Principal Fund, the Credit
Fund and the Rebate Fund. In the event the Authority enters into a
Swap Agreement, the Trustee shall establish within the Interest
Fund the Swap Interest Payment Account and the Swap Repayment
Account. The proceeds received from the sale of the Bonds are to be
deposited in the following funds in the following amounts:
Costs of Issuance Fund $_____________ Proceeds Fund
$_____________
SECTION 3.03. Use of Money in the Costs of Issuance Fund and the
Proceeds Fund.
(a) The moneys in the Costs of Issuance Fund shall be used and
withdrawn by the Trustee, to pay the Costs of Issuance upon receipt
of (i) a Request of an Authorized Authority Representative, which
Request shall be sequentially numbered, stating the person to whom
payment is to be made, the amount to be paid, the purpose for which
the obligation was incurred and that such payment is a proper
charge against said fund and (ii) an original invoice or invoices
or evidence of the Authority’s or Purchaser’s payment of an invoice
when such requisition is in reimbursement thereof. On February 1,
2007, or on such earlier date upon Request of an Authorized
Authority Representative, amounts, if any, remaining in the Costs
of Issuance Fund (and not required to pay identified Costs of
Issuance, including any additional fees or expenses of the Credit
Provider or the Trustee, or any identified Predefault Obligations
and Reimbursement Obligations) shall be transferred to the Proceeds
Fund and credited to and returned by the Trustee by check to each
Local Agency in proportion to the amounts initially deposited in
the Costs of Issuance Fund attributable to each such Local
Agency.
(b) All moneys in the Proceeds Fund shall be held by the Trustee in
trust and applied as provided herein and, pending such application,
are hereby pledged to the payment of the Bonds and shall be subject
to a lien and charge in favor of the Owners and for the further
security of the Owners. Funds in the Proceeds Fund shall be
credited to each of the Local Agencies initially in amounts set
forth in Schedule II, which is attached hereto and made a part
hereof. Moneys in the Proceeds Fund shall be disbursed to each
Local Agency in the amounts set forth in Schedule II relating to
such Local Agency, as soon as practical, pursuant to a Request of
an Authorized Authority Representative and a written requisition of
the Local Agency in substantially the form set forth in Exhibit B
attached hereto, submitted in advance of the requested payment date
(by facsimile, hand delivery or mail), and once disbursed, shall be
held
DOCSLA1:517851.1 21
and invested by the Local Agency as permitted by law and used and
expended for any purpose for which the Local Agency is authorized
to use and expend moneys.
(c) The Trustee shall not create subaccounts within the Proceeds
Fund, but shall keep records to account separately for funds in the
Proceeds Fund attributable to each Local Agency. Said record of
separate accounting by the Trustee for each Local Agency shall be
deemed a “Proceeds Subaccount” for the purposes of each Local
Agency’s Note Resolution. To the extent that the Trustee so holds
moneys and/or securities in the Proceeds Fund on behalf of a Local
Agency on the first day of any Repayment Month, such moneys and
securities (up to the amount required to be set aside by the Local
Agency in its Payment Account in such Repayment Month) shall no
longer be subject to disbursement and shall be deemed to be held by
the Trustee on behalf of the Local Agency in the Local Agency’s
Payment Account. In the event that a Local Agency has invested
funds in the Investment Agreement and, amounts held by the Trustee
in the Local Agency’s Payment Account on the first day of any
Repayment Month are less than the amount required to be in the
Payment Account for such Repayment Month, the Trustee shall
immediately notify the Local Agency of such deficiency.
(d) For purposes of payments from the Costs of Issuance Fund, the
Trustee may consolidate the Costs of Issuance Fund with the costs
of issuance funds under the Series A- 2 Indenture, the Series A-3
Indenture, Series A-4 Indenture, Series A-5 Indenture, Series B
Indenture, the Series C-1 Indenture, the Series C-2 Indenture,
Series C-3 Indenture and the Series C-4 Indenture and the Trustee
may pay any invoices submitted under either this Indenture, or such
other Series Indentures from such consolidated fund.
DOCSLA1:517851.1 22
ARTICLE IV
TRUSTEE’S DUTIES REGARDING NOTES
SECTION 4.01. Authenticating Agent. The Trustee shall be the
authenticating agent for the Local Agencies in connection with the
issuance of the Notes under the Note Resolutions.
SECTION 4.02. Registrar and Paying Agent. The Trustee shall be the
registrar and paying agent for the Notes. As long as any Notes are
outstanding under the applicable Note Resolution, each Local Agency
shall maintain and keep at the Principal Office of the Trustee an
office or agency for the payment of principal of and interest on
the Notes and for the registration and transfer of the Notes.
SECTION 4.03. Return of Paid Notes. Each Note, when paid in full
(including by reimbursement to the Credit Provider as provided in
Section 5.03 hereof), shall be cancelled by the Trustee and
returned to the respective Local Agency that issued such
Note.
DOCSLA1:517851.1 23
ARTICLE V
NOTE PAYMENTS
SECTION 5.01. Assignment of Notes. The Notes and all right, title
and interest of the Authority therein and to all payments thereon,
are hereby irrevocably assigned and pledged and transferred to the
Trustee for the benefit of the Owners of the Bonds and the Credit
Provider and the Swap Provider, if any, and the payments on the
Notes shall be used for the punctual payment of the interest on and
principal of the Bonds or the reimbursement of drawings under or
payments made pursuant to or from the Credit Instrument and the
Swap Provider, if any, and the Notes shall not be used for any
other purpose while any of the Bonds remain Outstanding. This
assignment, transfer and pledge shall constitute a first and
exclusive lien on the principal and interest payments of and all
other rights under the Notes for the foregoing purpose in
accordance with the terms hereof. Each Local Agency has approved,
and the Trustee hereby accepts, such assignment of the Notes.
All principal and interest payments on the Notes shall be paid
directly by each Local Agency to the Trustee. All principal and
interest payments on the Notes received by the Trustee shall be
held in trust by the Trustee under the terms hereof and shall be
deposited by it, as and when received, in the Bond Payment Fund,
and all money in such fund shall be held in trust by the Trustee
for the benefit and security of the Owners and the Credit Provider
to and the Swap Provider, if any, to the extent provided herein. If
the Trustee receives Note repayments from a Local Agency which,
together with other amounts on deposit in the Bond Payment Fund
allocable to such Local Agency, are in excess of the amounts
required to pay the principal of and interest due on such Local
Agency’s Note, such excess amounts shall remain in the Bond Payment
Fund, and subject to any rebate requirements as specified in
Section 5.08 hereof, shall be transferred to such Local Agency
following payment of the amount of Bonds corresponding to such
Local Agency’s Note and reimbursement of the Credit Provider for
drawings, if any, under or payments pursuant to or from the Credit
Instrument and payment to such Credit Provider of any Reimbursement
Obligations and Predefault Obligations applicable to such Local
Agency.
Moneys received by the Trustee attributable to a Local Agency shall
not be used in any manner (directly or indirectly) to make up any
deficiency in any other Local Agency’s Note repayments.
Attached as Exhibit D hereto is a form of Deposit Notice to be used
by a Local Agency to transfer payments of principal and interest on
its Note to the Trustee.
SECTION 5.02. Use of Money in the Bond Payment Fund and Amounts
Received from Swap Provider, if any. The Trustee shall deposit the
money contained in the Bond Payment Fund and amounts received from
the Swap Provider, if any, at the following respective times in the
following respective funds in the manner and priority hereinafter
provided, and the money in each of such funds shall be disbursed
only for the purposes and uses hereinafter authorized (subject to
Section 5.03 hereof):
(a) Interest Fund.
DOCSLA1:517851.1 24
(i) If the Authority has not entered into a Swap Agreement, the
Trustee shall deposit in the Interest Fund that amount of money
representing the interest due and payable on the Bonds on such
date; and such money shall be used by the Trustee solely for the
purpose of paying interest on the Bonds on such date.
(ii) If the Authority has entered into a Swap Agreement, on each
Interest Payment Date all moneys in the Swap Interest Payment
Account shall be used and withdrawn by the Trustee solely for the
purpose of paying the interest on the Bonds. On each Swap Repayment
Date, the Trustee shall deposit in the Swap Repayment Account the
Authority Swap Obligation which shall be used and withdrawn by the
Authority solely for purposes of paying the Authority Swap
Obligation.
(b) Principal Fund. The Trustee, on the Maturity Date, shall
deposit in the Principal Fund that amount of money representing the
principal becoming due and payable on the Bonds on such Maturity
Date. All moneys in the Principal Fund shall be used and withdrawn
by the Trustee solely for the purpose of paying the principal of
the Bonds on the Maturity Date.
(c) Rebate Fund. The Trustee shall deposit in the Rebate Fund that
amount of money representing the amount of interest earned on funds
deposited in the Bond Payment Fund in excess of the permissible
arbitrage yield as set forth in the Tax Certificate. All moneys in
the Rebate Fund shall be used and withdrawn by the Trustee solely
in accordance with the provisions of Section 5.08 hereof.
Subject to the rebate requirements set forth in Section 5.08
hereof, moneys held in the Bond Payment Fund, the Principal Fund or
the Interest Fund on the Maturity Date after the payment by the
Trustee of all of the principal of and interest on the Bonds and
the Authority Swap Obligation shall be returned by the Trustee to
each Local Agency (other than a Local Agency which is in default in
the payment of the principal of and interest on its Note) by check
in an amount equal to the proportion of the amount initially
received from each Local Agency and deposited in the Bond Payment
Fund over all amounts received from all Local Agencies and
deposited in the Bond Payment Fund multiplied by the remaining
balance in the Bond Payment Fund.
SECTION 5.03. Draws under or Payments Pursuant to or in Connection
With Credit Instrument; Payment of Principal and Interest.
The other provisions of this Article V notwithstanding, the Trustee
shall, in accordance with the second sentence hereof, draw upon or
request payment under the Credit Instrument by the times required
therein and in accordance with the terms thereof, at such time and
in sufficient amounts to make timely payment of the principal of
and interest on the Bonds (up to the amount covered by such Credit
Instrument). For purposes of this Section and as provided in
Section 5.05 hereof, interest on the Bonds is deemed to include the
Authority Swap Obligation. The Trustee shall draw upon and request
payment pursuant to the Credit Instrument on, or before in
accordance with Section 5.09 hereof, each Interest Payment Date if
the amounts in the Principal Fund and/or the Interest Fund, as
appropriate, are insufficient to pay the full amount of the
principal of and/or interest on the Bonds. Except as otherwise
explicitly provided in the Credit Instrument (and subject to the
next paragraph of this Section), each Bond shall be
DOCSLA1:517851.1 25
paid first from all available moneys in the Interest Fund and
Principal Fund. To the extent amounts in the Principal Fund and
Interest Fund, together with the maximum amount available under the
Credit Instrument (as determined pursuant to the Credit instrument
Payment Certificate, if any) is insufficient to pay the Bonds in
full, moneys drawn under or paid pursuant to the Credit Instrument
shall be used to pay each Bond pro rata, and allocated to each Note
pro rata in accordance with the unpaid principal thereof and
interest thereon, and shall be applied to pay, and allocated to,
interest first and then principal. Pending application as
aforesaid, moneys drawn under or paid pursuant to the Credit
Instrument shall be deposited in the Credit Fund, which shall be
maintained by the Trustee and held in trust apart from all other
moneys and securities held under this Indenture or otherwise, and
over which the Trustee shall have the exclusive and sole right of
withdrawal for the exclusive benefit of the Owners. Moneys in the
Credit Fund derived from a draw under or payment pursuant to a
Credit Instrument in the form of a letter of credit or policy of
insurance shall be held in cash and shall not be applied to satisfy
any costs, expenses or liabilities of the Trustee.
If the amount available under the Credit Instrument is equal to
100% of the principal of and all interest on the Bonds,
notwithstanding anything to the contrary contained in this Section
or this Article, if the Credit Provider honors a drawing or payment
request made pursuant to this Section on the Credit Instrument to
pay such principal and/or interest or resulting from deficiency in
the payment of principal of or interest on a Note or Notes in order
to pay principal of or interest due on the Bonds on such date,
moneys so drawn or paid under the Credit Instrument shall be
credited to the Credit Fund and applied to the payment of such
principal and/or interest as provided in the preceding paragraph of
this Section, except that, moneys, if any, on deposit in the
Principal Fund and Interest Fund that would have been applied to
pay such principal or interest absent this Section and such drawing
or payment on the Credit Instrument shall be applied by the Trustee
to reimburse the Credit Provider by wire transfer as soon as
possible and, in any case, prior to 1:00 p.m., Los Angeles time, on
the day such drawing or payment request is honored, in the amount
of such payment or disbursement by the Credit Provider honoring
such drawing or payment request. Subject to the provisions of
Section 5.08 hereof, any moneys at any time on deposit in the Bond
Payment Fund allocable to a Local Agency in excess of the amounts
required to be deposited therein on the Maturity Date pursuant to
Section 5.02 hereof shall be applied by the Trustee to the payment
of any of such Local Agency’s Predefault Obligations specified by
the Credit Provider in writing to the Trustee. Any amounts on
deposit in the Credit Fund derived from a draw under or payment
pursuant to a Credit Instrument in the form of a letter of credit
or policy of insurance and remaining following a date on which a
payment of principal of and interest on the Bonds is made shall
promptly be remitted by the Trustee to the Credit Provider.
In the event of default by any Local Agency in the payment of any
of the principal of or interest on its Note (other than the
uninsured Local Agencies), upon payment by the Credit Provider of a
drawing or payment request under the Credit Instrument with respect
to the payment of such principal or interest, the Credit Provider
shall be deemed to have purchased the Secured Percentage of such
Note. The Credit Provider will succeed and be subrogated to the
rights of the Owners of the Bonds with respect to the Secured
Percentage of such Note, and the Trustee shall hold such Note for
the benefit of the Credit Provider (in the Secured Percentage) and
also for the benefit of the Bond Owners (to the extent the Secured
Percentage of the Credit
DOCSLA1:517851.1 26
Instrument is less than 100%) in accordance with the provisions of
the Credit Agreement. Any Note described in the preceding sentence
shall be a Defaulted Note and the unpaid portion thereof shall be
deemed Outstanding and shall not be deemed paid until all amounts
due to the Credit Provider (as provided therein and in the Credit
Instrument and/or the Credit Agreement, if any) and to the Bond
Owners with respect to the unsecured portion thereof have been paid
in full, including interest accrued thereon as provided therein and
in the Credit Agreement. The interest on the unpaid portion of a
Defaulted Note (or the portion thereof with respect to which a
Credit Instrument applies for which no reimbursement on a draw or
payment thereunder has been made) shall be payable at the Default
Rate and upon demand and shall be computed on the basis of a
360-day year, actual number of days elapsed; provided that, no
interest shall accrue on the portion of a Defaulted Note which is
paid with a drawing on or payment pursuant to the Credit Instrument
to the extent such portion of a Defaulted Note is paid (and
reimbursement is made to the Credit Provider with respect to the
drawing on or payment pursuant to the Credit Instrument by 1:00
p.m., Los Angeles time, on the date of such draw or payment). Upon
payment in full of a Note, and reimbursement to the Credit Provider
with respect to the drawing under or payment pursuant to the Credit
Instrument with respect to such Note and payment of all Predefault
Obligations and Reimbursement Obligations due and owing such Credit
Provider with respect to such Note, from amounts available in the
Principal Fund or Interest Fund or otherwise, the Trustee shall,
with the consent of the Credit Provider cancel such Note and
surrender it to the Local Agency that issued it; provided that,
each Note shall be deemed Outstanding and shall not be cancelled by
the Trustee until (i) the Owners have been paid in full with
respect to such Note, and (ii) the Credit Provider has been so
reimbursed for the drawings or payments made under the Credit
Instrument with respect to such Note and all Predefault Obligations
and Reimbursement Obligations due and owing such Credit Provider
with respect to such Notes have been paid.
SECTION 5.04. Credit Instrument; Relation to Series C-1
Bonds.
(a) Each of the Local Agencies, in its respective Pricing
Confirmation Supplement, has (if the Credit Instrument is a letter
of credit or policy of insurance) acknowledged the delivery by the
Authority to the Trustee of the Credit Instrument on or prior to
the date of delivery of the Bonds. Each of the Local Agencies has
authorized and acknowledged that the Authority shall execute and
deliver, where and if applicable, the Credit Agreement on behalf of
said Local Agency. The Trustee shall hold and maintain such Credit
Instrument for the benefit of the Owners (but subject to the rights
of the Series C-1 Owners) until the Credit Instrument terminates in
accordance with its terms. The Trustee shall diligently enforce all
terms, covenants and conditions of such Credit Instrument,
including payment when due of any draws on or claims under the
Credit Instrument, and will not consent to or agree to or permit
any amendments or modifications thereof which would materially
adversely affect the rights or security of the Owners. If at any
time during the term of the Credit Instrument (if the Credit
Instrument is a letter of credit or policy of insurance) any
successor Trustee shall be appointed and qualified under this
Indenture, the resigning or removed Trustee shall request that the
Credit Provider transfer such Credit Instrument to the successor
Trustee pursuant to the applicable provision set forth in the
Credit Agreement and Section 8.02 hereof. If the resigning or
removed Trustee fails to make this request, the successor Trustee
shall do so before accepting appointment.
DOCSLA1:517851.1 27
(b) Each of the Local Agencies acknowledges that the Credit
Instrument is held by the Trustee hereunder as security for the
Owners, and by Wells Fargo Bank, National Association, in its
capacity as Series C-1 Trustee, under the Series C-1 Indenture, as
security for the Series C-1 Owners, and that the amounts available
to pay the principal of and interest on the Bonds and the Series
C-1 Bonds, to the Owners and the Series C-1 Owners, respectively,
shall be determined pursuant to the procedure set forth in Section
5.08 hereof and the Credit Instrument Payment Certificate.
SECTION 5.05. Provisions Relating to Swap; Right to Enforce Swap
Agreement Limited. All amounts received by the Trustee pursuant to
the Swap Agreement shall be deposited when received into the Swap
Interest Payment Account and used to pay interest on the Bonds. In
consideration of such use, the Authority Swap Obligation shall be
deemed the payment of interest on the Bonds for all purposes under
this Indenture. Anything in this Indenture to the contrary
notwithstanding, neither the Trustee nor any Bondholder shall have
any right under this Indenture or under the Swap Agreement to
enforce the rights of the Authority to receive payments under the
Swap Agreement.
SECTION 5.06. Investments. Any money held by the Trustee at any
time in any Fund created hereunder other than the Credit Fund and
the Rebate Fund shall, to the fullest extent practicable, be
invested as directed in writing by an Authorized Authority
Representative in Permitted Investments which will, as nearly as
practicable, mature on or before the dates on which such money is
anticipated to be needed for disbursement hereunder. In the absence
of any written direction from the Authority, the Trustee shall
invest any money held in any Fund created hereunder (other than the
Credit Fund and the Rebate Fund) in Permitted Investments
identified in clause (vi) of the definition thereof which will, as
nearly as practicable, mature on or before the dates on which such
money is anticipated to be needed for disbursement hereunder. The
amounts held in the Proceeds Fund will be accounted for separately
for the respective Local Agencies. The Trustee may act as principal
or agent in the acquisition or disposition of any investment and
may at its sole discretion, for the purpose of any such investment,
except with respect to the Credit Fund, commingle any of the money
held by it hereunder. The Trustee shall not be liable or
responsible for any loss suffered in connection with any such
deposit or investment made by it under the terms of and in
accordance with this Section. The Trustee may present for
redemption or sell any such deposit or investment whenever it shall
be necessary in order to provide money to meet any payment of the
money so deposited or invested, and the Trustee shall not be liable
or responsible for any losses resulting from any such deposit or
investment presented for redemption or sold. Any interest or
profits on such deposits and investments received by the Trustee
shall be credited to the fund, account or subaccount from which
such investment was made.
Moneys in the Credit Fund shall be invested as specified in Section
5.03 hereof. Moneys in the Rebate Fund shall not be invested.
SECTION 5.07. Confirmation of Deposits to Payment Accounts. (a) The
Trustee shall, on the fifteenth day of each month identified as a
Repayment Month, unless the Repayment Month is June, in which case
on June 1, for each Local Agency in its respective Note, send a
request for a Payment Account Deposit Certification, substantially
in the form of
DOCSLA1:517851.1 28
Exhibit C attached hereto, requesting that such Local Agency
confirm and certify that it has made the required deposit (in the
amount and on the date specified in the Pricing Confirmation
Supplement for each Local Agency attached to the Purchase
Agreement) into its Payment Account created pursuant to its Note
Resolution. Such Payment Account Deposit Certification shall be
signed by an Authorized Local Agency Representative and delivered
to the Trustee within seven Business Days after the date of such
request. In the event that the Trustee has not received the Payment
Account Deposit Certification from a Local Agency within seven
Business Days following the date such Payment Account Deposit
Certification was due from a Local Agency, the Trustee shall be
entitled to conclude that the deposit into such Local Agency’s
Payment Account has not been made and shall immediately notify each
rating agency then rating the Bonds, the Underwriters, the
Financial Advisor and the Credit Provider of such event, which
constitutes an “Event of Default” under such Local Agency’s Note
Resolution. Upon the occurrence of such an event, the Trustee shall
at the Credit Provider’s direction exercise the rights and remedies
set forth in Article VII hereof. Notwithstanding anything to the
contrary in this Section, any Local Agency for which the Trustee is
holding or investing moneys or securities on behalf of said Local
Agency (which moneys or securities are intended to be that Local
Agency’s Payment Account deposit, either pursuant to Section
3.03(c) hereof or through some other arrangement between the
Trustee and the Local Agency) need not present a Payment Account
Deposit Certification; likewise, the Trustee need not send a
request for a Payment Account Deposit Certification to said Local
Agency.
(b) On the Note Payment Deposit Date, the Trustee shall transfer
all amounts held by it on behalf of each Local Agency to the Bond
Payment Fund.
SECTION 5.08. Rebate Fund. (a) Within the Rebate Fund, the Trustee
shall maintain such accounts as shall be necessary to comply with
the instructions of the Authority pursuant to the terms and
conditions of the Tax Certificate. Subject to the transfer
provisions provided in paragraph (E) below, all money at any time
deposited in the Rebate Fund shall be held by the Trustee in trust,
to the extent required to satisfy the Rebate Requirement (as
defined in the Tax Certificate), for payment to the federal
government of the United States of America. Neither the Authority
nor any Owner shall have any rights in or claim to such money. All
amounts deposited into or on deposit in the Rebate Fund shall be
governed by this Section and by the Tax Certificate. The Trustee
shall be deemed conclusively to have complied with such provisions
if it follows the directions of the Authority including supplying
all necessary information in the manner provided in the Tax
Certificate, and shall have no liability or responsibility to
enforce compliance by the Local Agencies or the Authority with the
terms of the Tax Certificate.
(b) Upon the Authority’s written direction, an amount shall be
deposited to the Rebate Fund by the Trustee from deposits by the
Authority, if and to the extent required, so that the balance in
the Rebate Fund shall equal the Rebate Requirement. Computations of
the Rebate Requirement shall be furnished by or on behalf of the
Authority in accordance with the Tax Certificate.
DOCSLA1:517851.1 29
(c) The Trustee shall have no obligation to rebate any amounts
required to be rebated pursuant to this Section, other than from
moneys held in the funds and accounts created under this Indenture
or from other moneys provided to it by the Authority.
(d) At the written direction of the Authority, the Trustee shall
invest all amounts held in the Rebate Fund in Investment
Securities, subject to the restrictions set forth in the Tax
Certificate. The Trustee shall not be liable for any consequences
arising from such investment.
(e) Upon receipt of the Authority’s written directions, the Trustee
shall remit part or all of the balances in the Rebate Fund to the
United States, as so directed. Any funds remaining in the Rebate
Fund after redemption and payment of all of the Bonds and payment
and satisfaction of any Rebate Requirement, or provision made
therefor satisfactory to the Trustee, shall be withdrawn and
remitted to the Authority.
(f) Notwithstanding any other provision of this Indenture,
including in particular Article X hereof, the obligation to remit
the Rebate Requirement to the United States and to comply with all
other requirements of this Section and the Tax Certificate shall
survive the defeasance or payment in full of the Bonds.
SECTION 5.09. Credit Provider Requirements; Subrogation.
Notwithstanding anything to the contrary contained herein, as long
as the Credit Instrument shall be in full force and effect and the
Credit Provider shall be [Financial Security Assurance Inc.
(“FSA”)], the Authority and the Trustee shall comply with the
following provisions.
(a) Upon payment of a claim under the Credit Instrument the Trustee
shall establish a separate special purpose trust account for the
benefit of Bondholders to be designated as the “Policy Payments
Account” and over which the Trustee shall have exclusive control
and sole right of withdrawal. The Trustee shall receive any amount
paid under the Credit Instrument in trust on behalf of Bondholders
and shall deposit any such amount in the Policy Payments Account
and distribute such amount only for purposes of making the payments
for which a claim was made. Such amounts shall be disbursed by the
Trustee to Bondholders in the same manner as principal and interest
payments are to be made with respect to the Bonds hereunder.
Amounts held in the Policy Payments Account shall not be invested
by the Trustee and may not be applied to satisfy any costs,
expenses or liabilities of the Trustee. Any funds remaining in the
Policy Payments Account following a payment date with respect to
the Bonds shall promptly be remitted to FSA.
(b) FSA shall, to the extent it makes any payment of principal of
or interest on the Bonds, become subrogated to the rights of the
recipients of such payments in accordance with the terms of the
Credit Instrument.
(c) FSA shall be deemed a third party beneficiary to this
Indenture.
(d) The rights of FSA to direct or consent to the Authority, the
Trustee or Bondholder actions under this Indenture shall be
suspended during any period in which FSA is in default in its
payment obligations under the Credit Instrument (except to the
extent of amounts
DOCSLA1:517851.1 30
previously paid by FSA and due and owing to FSA) and shall be of no
force or effect in the event the Credit Instrument is no longer in
effect or FSA asserts that the Credit Instrument is not in effect
or FSA shall have provided written notice that it waives such
rights.
(e) The rights granted FSA under this Indenture to request, consent
to or direct any action are rights granted to FSA in consideration
of its issuance of the Credit Instrument. Any exercise by FSA of
such rights is merely an exercise of FSA’s contractual rights and
shall not be construed or deemed to be taken for the benefit or on
behalf of the Bondholders nor does such action evidence any
position of FSA, positive or negative, as to whether Bondholder
consent is required in addition to consent of FSA.
(f) Copies of any amendment to the Indenture shall be delivered to
S&P, Moody’s and such other rating agency then rating the Bonds
at least 10 days prior to the effective date thereof.
(g) The Authority shall pay or reimburse FSA for reasonable
charges, fees, costs and expenses FSA incurs in connection with (i)
the administration, enforcement, defense or preservation of any
rights or security in respect of the Indenture, (ii) the pursuit of
any remedies under the Indenture or otherwise afforded by law or
equity, (iii) any amendment, waiver or other action with respect
to, or related to, the Indenture whether or not executed or
completed, (iv) the violation by the Authority or Local Agency of
any law, rule or regulation, or any judgment, order or decree
applicable to it or (v) any litigation or other dispute in
connection with the Indenture or the transactions contemplated
thereby, other than amounts resulting from the failure of FSA to
honor its obligations under the Credit Instrument.
(h) Payments required to be made to FSA shall be payable solely
from payments received from the trust estate created by this
Indenture and shall be paid (i) prior to an event of default, to
the extent not paid from the Bond Payment Fund, and (ii) after an
event of default, with respect to amounts other than principal and
interest on the Bonds, on the same priority as payments to the
Trustee for expenses. The obligations to FSA shall survive
discharge or termination of the Indenture.
(i) FSA shall be entitled to pay principal or interest on the Bonds
that shall become due for payment but shall be unpaid by reason of
Nonpayment by the Authority (as defined in the Credit Instrument)
whether or not FSA has received a Notice (as defined in the Credit
Instrument) of Nonpayment or a claim upon the Bond Insurance
Policy.
(j) Notwithstanding anything to the contrary herein, the Credit
Provider, so long as it has not failed to comply with its payment
obligations under the Credit Instrument, shall have the right to
direct remedies upon any Event of Default hereunder.
(k) FSA shall be provided with the following:
(i) notice of any default known to the Trustee within five Business
Days after knowledge thereof;
DOCSLA1:517851.1 31
(ii) notice of the resignation or removal of the Trustee and the
appointment of, and acceptance of duties by, any successor
thereto;
(iii) the commencement of any proceeding by or against the
Authority or any Local Agency commenced under the United States
Bankruptcy Code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an “Insolvency
Proceeding”);
(iv) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any
payment of principal of, or interest on, the Bonds;
(v) a full original transcript of all proceedings relating to the
execution of any amendment or supplement to the Indenture;
and
(vi) all reports, notices and correspondence to be delivered under
the terms of the Indenture.
(l) The Trustee shall follow the procedures set forth in the