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Original Agreement
AMENDED AND RESTATED MASTER FISCAL AGENCY AGREEMENT among the SECRETARY OF HOUSING AND URBAN DEVELOPMENT and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank) as Fiscal Agent Dated as of May 17, 2000 3 i :s_ 19 EXEC TIO:v Table of Contents Page ARTICLE I DEFINITIONS ARTICLE II DELIVERY AND REGISTRATION OF NOTES Section 2.01. Details of Notes .............. 8 Section 2.02. Acceptance by Fiscal Aent................................................................................... 8 ..................................................... Section 2,03. Authorization Order...... I ....................... Section 2.04. Advances and Conversion Date Advances under Variable/Fixed Rate Notes......................................................................... ARTICLE III ADMINISTRATION OF NOTES Section 3.01. Modification of Notes ................................. ...................... 13 ...................................... Section 3.02. Redemption of Notes ................. 13 Section 3.03. Collection on Guarantees. 14 ........................................................... Section 3.04, Notification of Amounts Due ....................... Section 3.05. Collection of Payments; Note Account ............... .................................... 15 Section 3.06. Fiscal Agent to Act as Paying Agent and Calculation Agent ................................. 16 Section 3.07. Permitted Chartres Against Note Account ................. Section 3.08. Fiscal Agent to Cooperate; Release of Notes ......................... Section 3.09. Replacement Notes................................................................ 18 ARTICLE IV PAYMENTS Section 4.01. Payments ................................. ARTICLE V REGISTRATION OF NOTES Section 5.01_ Registration of Transfers and Exchanges of Notes ................................................. 20 Section 5.02. Persons Deemed Holders ................ 21 Section 5.03. Maintenance of Office or A11 gency........................................................................... 22 ARTICLE VI RIGHTS AND DUTIES OF BORROWERS Section 6.01. Compensation and Indemnification of Fiscal Agent ......................... 2-2 ARTICLE VII RIGHTS AND DUTIES OF FISCAL AGENT Section 7,01. Duties of Fiscal Agent ..................... 24 Section 7.02. Certain Matters Affecting Fiscal Agent............................................................. )5 Section 7.03. Fiscal Arent Not Liable for Notes.......................................................................... 26 Section 7,04. Eligibility Requirements for Fiscal Agent ................... 27 Section 7.05. Resignation and Removal of Fiscal Agent ....................... 27 A!ti•IENDED AND RESTATED MASTER FISCAL AGENCY AGREEMENT This MASTER FISCAL AGENCY AGREEMENT (the "Agreement") dated as of May 17, 2000 is made and entered into by and between the Secretary of Housing and Urban Development on behalf of certain Borrowers, as hereinafter defined and The Chase Manhattan Bank (formerly known as Chemical Bank), a banking corporation organized and existing under the laws of the State of New York, as Fiscal Agent (the "Fiscal Agent"), This Agreement amends and restates the Master Fiscal Agency Agreement dated as of November 28, 1995 among the Borrowers (as defined therein) and Chemical Bank, a bank organized and existing under the laws of the state of New York, as Fiscal Agent. This Agreement is effective only with respect to those Notes delivered to the Fiscal Agent on or after the date first referenced above. In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: ARTICLE I DEFRI ITIONS Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Act: The Housing and Community Development Act of 1974, as amended, 42 U.S.C. §§ 5301 et seq. 31183;19 particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. Authorized Official: When used with respect to the united States Department of Housing and Urban Development, the Secretary and any other official of such department who at the time shall have been duly authorized to act on behalf of the Secretary. Borrowers: Eligible public entities, or public agencies designated by such eligible public entities, which have issued debt obligations guaranteed by the Secretary pursuant to Section 108. Business ss Day: A day on which banking institutions in New York City are not required or authorized to remain closed and on which the Federal Reserve Bank of New York and the New York Stock Exchange are not closed, Commitment Amount: The commitment amounts stated on the Commitment Schedule for a Variable/Fixed Rate Note for each related Principal Due Date. The aggregate of all Advances for each Principal Due Date shall not exceed the related Commitment Amount for any Variable/Fixed Rate Note, Contract: Any Contract for Loan Guarantee Assistance, including any amendments, entered into between a Borrower and the Secretary providing for the issuance of Notes and their related Guarantees by such Borrower and the Secretary, respectively. Conversion Date: The date (if any) upon which a Variable/Fixed Rate Note is (i) delivered by its Holder to the Fiscal Agent against payment therefor by the purchasers selected by the Secretary to make such payment and (ii) assignedto The Chase Manhattan Bank. (or any successor thereto) actin, in its capacity as Trustee (the "Trustee") pursuant to a Trust Agreement ?1ISII�) Funding Date: In the case of a Variable,"Fixed Rate Note, the date of an Advance under such Note. which shall be the Wednesday of any week- as requested by a Borrower pursuant to Section 2.04, unless otherwise agreed upon by the initial Holder of such Note and the Secretary, If Wednesday is not a Business Day, then the Funding Date shall be the next succeeding Business Day. Notwithstanding the foregoing, no Funding Date shall occur during the seven day period immediately preceding either (i) a Public Offering Date, or (ii) a .Payment Date. Government Obligation: A direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series, or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by the Fiscal Agent. Guarantee: With respect to any Note, the related Guarantee made by the Secretary pursuant to Section 108 by which the Secretary guarantees the timely payment of the principal of and interest on such Note. Guarantee Payment: Any payment made by the Secretary pursuant to a Guarantee. Holder: The Person in whose name a Note is registered in the dote Register. Maximum Commitment Amount: The sum of the Commitment Amounts stated on the Commitment Schedule attached to a Variable/Fixed Rate Note. The aggregate of all Advances under a Variable. Fixed Rate Note. shall not exceed the Maximum Commitment Amount for such Note. ;1183 10 each Principal Due Date in Schedule P&I thereto less the amount of any Optional Redemption (as defined in the Note) or principal repayment. In the case of a Fixed Rate Note, the principal amount stated for each Principal Due Date in Schedule P&I thereto less the amount of any Optional Redemption (as defined in the Note) or principal repayment. Principal Due Date: The stated due date of a Principal Amount outstanding under a Note. If any Principal Due Date is not a Business Day, then payments payable on such Principal Due Date shall be made on the next Business Day. Public Offering Date: The date of the sale of specified Notes to the underwriters selected by the Secretary in connection with the pooling and public offering of the related series of participation certificates backed by such specified Notes. Record Date: With respect to any Note, the close of business on the fifteenth calendar day of the month next preceding the month in which a Payment Date occurs. Secretary: The Secretary of Housing and Urban Development. Section 108: Section 108 of Title 1 of the Act. Trustee: The Chase Manhattan Bank, acting in its capacity as Trustee pursuant to the Trust Agreement, Trust Agreement: The Trust Agreement dated as of January 1, 1995, among the Secretary and The Chase Manhattan Bank, as such agreement may be amended or supplemented from time to tune, 31133,19 7 Guarantees delivered by the Secretary to the Fiscal Agent, as paying agent and calculation agent for the Variable/Fixed Rate Notes prior to the Conversion Date, and as registrar for all of the Borrowers' Notes. Section 2.03. Authorization Order. (a) Not less than t-wo (2) Business Days (or such shorter period as the Secretary and the Fiscal Agent shall agree upon) before (i) the time of anv delivery of any Notes to Holders under this Agreement and (ii) any Conversion Date, the Secretary shall deliver to the Fiscal Agent an Authorization Order substantially in the form of Exhibit C hereto, which Authorization Order shall direct the Fiscal Agent to: (i) for Fixed Rate Notes, register such Notes, including Schedule P&I'thereto; or (ii) for Variable/Fixed Rate Notes, either register the Notes before an initial Advance thereunder, or, on the related Conversion Date, attach the original or revised Schedule P&I to the specified Notes, as applicable. Following such actions, the Fiscal Agent shall deliver the Notes and their related Guarantees in accordance with the terms set forth in the related Authorized Order(s). (b) Each such order shall set forth the following information, (if necessary): (1) the Note number(s) and Borrower name(s) (2) the name and address of the Holder; (3) whether each Note is Fixed Rate or a Variable/Fixed Rate Note; (4) in the case of any Variable/Fixed Rate Note, the aggregate amount of any initial Advance, and the allocation of such Advance to each related Commitment Amount and Principal Due Date; 31133,19 9 Days in advance of the requested Funding Date. Such request shall include the name of the Borrower, each Principal Due Date for which an Advance is requested, and the amount of each related initial Advance. The Secretary shall deliver to the Fiscal Agent an Authorization Order evidencing such approval for all initial Advances requested for each relevant Funding Date, either together with the related Variable/Fixed Rate Notes, Guarantees and such Opinions of Counsel and such other documents as the Fiscal Agent has requested, or as otherwise agreed. If the initial amount funded under a Variable/Fixed Rate Note is a Conversion Date Advance, then the procedures set forth in Section 2,04(c) below apply instead of this paragraph or paragraph 2.04(b). The Fiscal Agent shall (i) disburse initial Advances in accordance with Section 2.04(d) and the relevant Authorization Order; and (ii) reflect any such initial Advances on its books and records. (b) Subsequent Non -Conversion Date Advances, A Borrower may request additional Advances under a Variable/Fixed Rate Note from time to time for any Funding Date following the date of such Note's initial Advance in accordance with the Contract. The Borrower shall deliver its request for such an Advance to the Secretary at least five Business Days in advance of the requested Funding Date. Such request shall include the name of the Borrower, the Note number and Maximum Commitment Amount of the Note, the aggregate of funds requested under the Advance, and the amount of the Advance allocated to each Principal Due Date and each Commitment Amount, as applicable. The Secretary shall deliver an Advance Order, substantially in the form of Exhibit D hereto, to the Fiscal Agent with respect to all Advances approved by the Secretary for each Funding Date following the date of an initial Advance under a Variable/Fixed Rate Note. The Fiscal Agent shall (i) disbursesuch Advances in accordance 11 �� the Fiscal Agent by the Secretary to the respective Borrower thereof, net of any fees due the Fiscal Agent pursuant to Section 6.01(a) hereof. (e) Recordkeepinb. The Fiscal Agent shall keep a record of (i) all Advances and Conversion Date Advances; (ii) the related Commitment Amounts and the Maximum Commitment Amount and any changes to the same relating to a redemption prior to a Conversion Date or any changes for which the Secretary has provided written notice; (iii) any payments (including prepayments) received in each case for any relevant Principal Due Date; and (iv) any fees paid by the Borrower to the Fiscal Agent with respect to each Variable/Fixed Rate Note (including any amounts withheld by the Fiscal Anent from disbursements to the Borrower). By the fifth Business Day of each month, the Fiscal Agent shall provide the Secretary and the Holder of the related Variable/Fixed Rate Notes with a report of the information contained in the previous sentence for each Variable/Fixed Rate Note as of the last day of the preceding month. ARTICLE III ADMINISTRATION OF NOTES Section 3.01. Modification of Notes. To the extent permitted by the Note, any term of any Note may be modified by such amendments as may be agreed upon from time to time by the Secretary and the Borrower under such Note, with the consent of the Holder (if required). No such change in the terms of any Note shall alter or affect the terms of the Secretary's guarantee. Section 3.02. Redemption of Notes. If so provided in the applicable Note (subject to the provisions set forth herein and subject to the provisions set forth in such Notes), the Variable/Fixed Rate Notes may be redeemable prior to the Conversion Date in whole or in part at 71181:!9 13 and principal (if any), payable by the Borrowers on either (i) the Public Offering Date for all Variable/Fixed Rate Notes to be included in such public offering, or (ii) the date of such prepayment or redemption, as applicable. Thereafter the Secretary shall promptly give notice to each such Borrower of the amount (or the best estimate of such amount provided by the Fiscal Agent) of interest, fees (if applicable) and principal (if any), that such Borrower shall be required to pay on the Public Offering Date or date of such redemption. Such notice shall include written payment instructions with respect to such payment. Section 3.O5. Collection of Pavments; Note Account. The Fiscal Agent shall establish and maintain a separate, non-interest bearing trust account (the "Note Account") into which the Fiscal Agent shall deposit the following: (a) All interest payments on each Variable/Fixed Rate Note made on or before the Conversion Date of such Note, including those made by the Borrower and those made by the Secretary pursuant to a Guarantee; and (b) All principal payments on each Variable/Fixed Rate Note made on or before the Conversion Date of such Note, including those made by the Borrower on a Principal Due Date, those made by the Borrower as a prepayment or redemption, and those made by the Secretary pursuant to a Guarantee. (c) Any fee payments made by the Borrower on each Variable/Fixed Rate Note on or before the Conversion Date of such Note. Guarantee Payments made by the Secretary in accordance with the terms of Section 3.06 herein shall be deposited by the Fiscal Agent in the Note Account. The moneys paid pursuant to ail$?rly 15 the amount of such payment. The Secretary shall make any required Guarantee Payment by wire transfer to the Fiscal Agent in Federal funds, for subsequent payment by the Fiscal Agent to the Holder in accordance with the terms of Section 4.01 herein. If payment required to be made on a Note has not been duly received from either the Borrower or the Secretary by 2:30 p.m. on the second Business Day next succeeding the Payment Date, pursuant to the terms of the Borrower's Note, interest shall accrue on the amount of such payment at the variable rate in effect for such Note from the applicable Payment Date until the date of payment to the Fiscal Agent, The Secretary shall use its best efforts to obtain for the Fiscal Agent payment of any unpaid fees due from a Borrower. Any such payment shall be from the assets pledged by the Borrower to the Secretary as security for the repayment of the Notes and related costs authorized by the Secretary. (b) The Fiscal Agent shall act also as calculation agent in respect of the Variable/Fixed Rate Notes. The Fiscal Agent shall calculate the amount of interest and principal, if any, due on each Variable/Fixed Rate Note on any Payment Date on or before the related Conversion Date at least fifteen days in advance of such Payment Date in accordance with the terms and conditions of such Variable/Fixed Rate Note. Pursuant to Section 3.04, the Fiscal Agent shall notify the Borrower, the Secretary and the Holder of the Variable/Fixed Rate Note of the applicable variable interest rates and amounts due (including any fees) with respect to the Variable/Fixed Rate Notes, determined in accordance with this Section. The determination by the Fiscal Agent of the variable interest rate for, and the calculation of the interest due on, the Variable/Fixed Rate Notes pursuant to this Section shall (in the absence of manifest error) be final and binding. The Fiscal Agent will keep records of all determinations under this Section, including, but not limited to, a copy of the relevant page of the Wall Street Journal or similar publication or 31 133-:9 17 yam_ Section .3.09. Replacement Notes. If (i) any mutilated Note is surrendered to the Fiscal Agent, or the Fiscal Agent receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Fiscal Agent such security or indemnity as may be required by it to hold it, the Borrower and the Secretary harmless, then, in the absence of notice to the Fiscal Aaent that such Note has been acquired by a bona fide purchaser and upon the Holder's paying the reasonable expenses of the Fiscal Agent, the Borrower under such Note shall execute and the Fiscal Agent shall deliver, in exchange for such mutilated Note or in lieu of such destroyed, lost or stolen Note, a new Note of like date, tenor and principal amounts, as appropriate. ARTICLE IV PAYMENTS Section 4.01. Payments. On each Payment Date that occurs on or before the Conversion Date relating to a particular Variable/Fixed Rate Note, the Fiscal Agent, as paying agent for the Borrower under such Note, shall pay to the corresponding Holder determined as of the close of business on the next preceding Record Date (other than as provided in Section 8.01 respecting the final payment) all amounts credited to the Note Account in respect of principal and interest on the related Notes as of 10:00 a.m. (New York City time) on the applicable Payment Date, other than amounts, if any, which represent late recoveries of principal andlor interest in respect of which, any Guarantee Payment was made. Interest and principal payments on a Variable; Fixed Rate Note and, upon presentation and surrender of such Note at redemption in full, or at the final Principal Due Date, the Aggregate Principal Amount then outstanding, are payable (i) by mailing a check payable in New York clearing house funds to such Holder at the address of such Holder on the Note Register or (ii) at the request of the Holder, by wire transfer 3;183:19 19 4, At the option of the Holder, a Note may be exchanged for Notes of like Aggregate Principal Amount, upon surrender at the office that the Fiscal Agent maintains for such purpose pursuant to Section 5.03. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer or authorization for exchange in form satisfactory to the Fiscal Agent duly executed by the Holder thereof or by its attorney duly authorized in writing. Exchanges and transfers will be without charge to the Person presenting the Note for transfer or exchange, except that the Fiscal Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of a Note. All Notes surrendered for registration of transfer or exchange shall be cancelled by the Fiscal Agent in accordance with its standard procedures. All such cancelled Notes shall be forwarded to the Secretary by the Fiscal Agent from time to time. Section 5.02. Persons Deemed Holders. Prior to due presentation of a Note for registration of transfer, the Borrower under such Note, the Secretary, the Fiscal Agent and any of their agents may treat the Person in whose name any Note is registered as the holder of such Note for the purpose of receiving payments pursuant to Section 4.01 hereof and for all other purposes whatsoever. Neither the Borrower, the Secretary, the Fiscal Agent nor any of their agents shall be affected by notice to the contrary, Notwithstanding the foregoing, the Borrower under a VariableiFixed Rate Note, the Secretary, the Fiscal Agent and any of their agents shall, on and after the Conversion Date, treat the Trustee as the holder of such Note for the purpose of 21 1 reason of the failure of the Borrowers to pay any of such charges or expenses, and (2) the Borrowers shall not be required to pay any out-of-pocket expenses incurred by the Fiscal Agent to the extent that the expenses are chargeable under Section 5.01 hereof to persons requesting the transfer or exchange of Notes. The terms of this Section 6.01 with respect to claims arising in connection with the Fiscal Agent's duties while acting as such shall survive the termination of this Agreement or the resignation or removal of the Fiscal Agent. (b) The Secretary hereby agrees; (1) to reimburse the Fiscal Agent upon its request for all reasonable, otherwise uncompensated out-of-pocket expenses, disbursements and advances incurred or made by the Fiscal Agent in accordance with any provision of this Agreement (including the reasonable compensation and expenses and disbursements of its agents, attorneys and counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance that either was paid by Borrowers pursuant to Section 6.01(a), or is attributable to its gross negligence, willful misconduct or bad faith; and (2) to indemnify the Fiscal Agent for, and to hold it harmless against, any loss, liability or expense incurred without bad faith, willful misconduct or gross negligence on its part arising out of or in connection with the acceptance or administration of this Agreement or the Notes, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Fiscal Agent shall notify the Secretary promptly of any claim for which it may seek indemnity under this Clause (2). 23 No provision of this Agreement shall be construed to relieve the Fiscal Agent from liability to any Borrowers or the Secretary for its bad faith, willful misconduct or dross negligence; provided, however, that: (a) The duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement; the Fiscal Agent shall not be liable except for gross negligence or willful misconduct in the performance of such duties and obligations as are specifically set forth in this Agreement; no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may rely conclusively, as to the truth and accuracy of the statements and contents and the correctness of the opinions expressed therein, upon any certificates, opinions, resolutions, statements, reports, documents, orders or other instruments furnished to the Fiscal Agent and conforming to the requirements of this Agreement; (b) The Fiscal Agent shall not be personally liable for an error of judgment made in good faith by an Authorized Officer or Authorized Officers of the Fiscal Agent, unless it shall be proved that the Fiscal Agent was grossly negligent in ascertaining the pertinent facts; and (c) in no event shall the Fiscal Agent be liable hereunder for special, indirect or consequential loss or damage of any kind whatsoever. Section 7.02. Certain platters Affecting Fiscal Agent. Except as otherwise provided in Section 7.01: (a) The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate of an Authorized Official, certificate of auditors or any other 3118 .19 � 25 their correctness. The Fiscal Agent makes no representation as to the validity or sufficiency of this Agreement or of any Note, guarantee or related document or any defeasance and shall not be held liable for any defect in any portion thereof. The Fiscal Agent shall not be accountable for the use or application by the Secretary or any Borrower of any of the Notes or of the proceeds of such Notes. Section 7.04. Eligibilitv Requirements for Fiscal Agent. The Fiscal Agent hereunder shall at all times be a corporation having its principal office in the State of New York and organized and doing business under the laws of such State of the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.04, the combined capital and the surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 7.04. the Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 7.05. Section 7.05. Resignation and Removal of Fiscal Agent. Subject to the further provisions of this Section 7.05, the Fiscal Agent may resign at any time and be discharged from its duties as the Fiscal Agent hereunder by giving at least sixty (60) days' prior written notice of such resignation to the Secretary and the Borrowers and specifying the date on which such resignation is to take effect, and the Fiscal Agent may be removed by the Secretary as the Fiscal Agent at any time, with or without cause, by giving at least five (>) Business Days' prior written 27 the Secretary, as the case may be, all other property relating to the Votes in its possession, and effect a transfer of such property in such manner and pursuant to such instruments as the Secretary shall reasonably request. The Fiscal Agent shall likewise deliver at such time to such successor fiscal agent or the Secretary, as the case may be, all of the Note Registers and all related records and documents in its possession. The Fiscal Agent shall not be discharged from its duties or obligations hereunder following its resignation or removal until such property has been delivered to such successor or the Secretary, as the case may be, and transferred, as provided above. Section 7.06. Merger or Consolidation of Fiscal Agent. Any corporation into which the Fiscal Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Fiscal Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Fiscal Agent, shall be successor of the Fiscal Arent hereunder, provided such corporation shall be eligible under the provisions of Section 7.04, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 7.07. Fiscal Agent Mav Own the dotes. The Fiscal Agent in its individual or any other capacity may become owner or pledgee of the Fixed Rate Dotes or the Variable,Tixed Rate 'votes (after the Conversion Date) with the same rights it would have if it were not the Fiscal Agent. Section 7.O8. Fidelity Bond or Insurance. So long as any Note is administered hereunder, the Fiscal Agent shall at all times maintain a fidelity bond or such insurance covera,e 3iis_, v ?9 such unclaimed amount, and all liability of the Fiscal Agent with respect to such unclaimed amount shall thereon cease. ARTICLE IX 1v1ISCELLA.Iv"EOUS PROVISIONS Section 9.01. Amendment. No amendment, modification, termination or waiver of any provision of this Agreement, nor any consent to any departure by any party from any provision hereof binding upon such party, shall be effective unless the same shall be in writing and signed by the parties hereto. No such amendments, modification, waiver or consent shall adversely affect the rights of the Holder or Holders of any Note issued in accordance with the terms of this Agreement and outstanding at the time of such amendment, modification, waiver or consent absent agreement by such Holder or Holders. The Fiscal Agent may, but shall not be obligated to, enter into any amendments that affect its rights, duties and immunities under this Agreement. Section 9.02. Inspection of Documents by Holders. The Fiscal Agent shall keep a fully executed or conformed copy of this Agreement (together with all amendments, supplements, waivers and consents hereto) on file at its Corporate Trust Office, and shall permit reasonable inspection (and limited copying) to be made of this Agreement during normal business hours by any Holder or by its designee, at such Person's expense, provided that the Person purporting to be such Holder or designee establishes his identity and capacity to the Fiscal Agent's satisfaction. Section 9.03. Governing, Law. This Agreement and the Notes and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be 3:33,19 � f 31 affect the validity or enforceability of the other provisions of this Agreement or of the Notes or the rights of the Holders thereof Section 9.06. Counterparts. This .Agreement may be executed in several counterparts. each of which shall be an original and all of which together constitute one and the same instrument. 3183,19 [Signature Page Followsl 33 Iti WITNESS 'W'HEREOF, the Secretary and the Fiscal Agent have duly approved the terms and provisions hereof by causing the names of their respective officers duly authorized to be executed on this Agreement. 1 ,83 19 SECRETARY OF HOUSLVG AND URBAN. DEVELOPMENT Bv: Name: Title: THE CHASE MANHATTAN BANK, as Fiscal Agent to 34 Name: Title: EXHIBIT A-1 U.S_ DEPARTMENT OF HOUSING AND URBAN DEVELOP.V ENT SECTION 108 LOAN GUARANTEE PROGRAM [FORM OF VARIABLE/FIXED RATE NOTE (For Interim/Long-Term Financing)] NOTE NUMBER: MAXIMUM COMMITMENT AMOUNT: S COMMITMENT AMOUNTS: See Commitment Schedule attached hereto VARIABLE INTEREST RATE: As set forth below. REGISTERED HOLDER: DATE OF NOTE: PRINCIPAL DUE DATES AND PRINCIPAL AMOUNT: Before the Conversion Date, the aggregate of Advances made for each applicable Principal Due Date specified in the Commitment Schedule to this Note; on or after the Conversion Date, the Principal Amount (if any) listed for each Principal Due Date in Schedule P & I hereto. I. Terms Applicable Before the Conversion Date A. Advances For value received, the undersigned, I (the "Borrower", which term includes any successors and assigns), a public entity organized and existing under the laws of the State (or Commonwealth, if applicable) of promises to pay to the Registered Holder (the "Holder", which term includes any successors or assigns), at the time, in the manner, and with interest at the rate or rates hereinafter provided, such amounts as may be advanced under this Note from time to time by the Holder for disbursement to, or on behalf of the Borrower (individually, an "Advance", and collectively, "Advances"). The Holder shall make Advances upon the written request of the Borrower and the approval of the Secretary of Housing and Urban Development or his designee (the "Secretary"), pursuant to the Contract for Loan Guarantee Assistance (as further defined in Section IV,A. of this Note, the "Contract"), and the .4 -mended and Restated Master Fiscal Agency Agreement (the "Fiscal Agency Agreement") dated as of May 17, 2000, between The Chase Manhattan Bank - 3? 189 ank3'-IS9 19 the terms of Appendix A shall be used to set the variable interest rate. If the Fiscal Agent does not receive notice of either a Negotiated Special Interest Rate or Holder Determined Special Interest Rate (as defined in Appendix A attached hereto) from the Secretary or Holder, respectively, by the times specified in Appendix A to this Note, then the Standard Note Rate shall apply for the period to which such Negotiated Special Interest Rate or Holder Determined Special Interest Rate would otherwise apply. The Fiscal Agent may conclusively rely on any such notice as to the correctness of any matters set forth therein. Appendix A shall be inapplicable to this Note on or after the Conversion Date. "LIBO Rate" for any given Business Day means, except in the case of manifest error, the interest rate per annum published on that day in the Eastern Edition of The Wall Street Journal or any successor publication ("WSJ"), published by Dow Jones & Company, Inc., in the section titled "Money Rates" (or any successor section) and opposite the caption "London Interbank Offered Rates (LIBOR) -- three months" (or any successor caption). If such rate does not appear in WSJ, for each interest period, the LIBO Rate shall be the interest rate, converted to a bond - equivalent yield basis, for deposits in U.S. dollars for three months which appears on Telerate Page 3750 or such other page as may replace Page 3750 on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying such rate (together, "Telerate Page 3750") as of 11:00 a.m., London time, on the day (the "Determination Date") that is two London banking days preceding the relevant Reset Date or Advance. If such rate does not appear on Telerate Page 3750 on such Determination Date, such rate shall be obtained from the Reuters Screen ISDA Page as of 11:00 a.m., London time, on such Determination Date. If, in turn, such rate does not appear on the Reuters Screen ISDA Page on such Determination Date, the offered quotation from each of four reference banks (expressed as a percentage per annum) as of approximately 11:00 a.m., London time, on such Determination Date for deposits in U.S. dollars to prime banks on the London interbank market for a 3 -month period, commencing on the Reset Date or date of such Advance, shall be obtained. If at least two such quotations are provided, the LIBO RATE for such Reset Date or date of such Advance will be the arithmetic mean of the quotations, rounded to five decimal places. If fewer than two such - quotations are provided as requested, the LIBO RATE for that Determination Date shall be the rate for the most recent day preceding such Determination Date for which the LIBO RATE shall have been displayed on Telerate Page 3750, The LIBO RATE for any interest period shall be converted to a bond -equivalent vield basis by multiplying such rate by the actual number of days in such interest period and di%.iding that number by 180. "Applicable LIBO Rate" means: (1) with respect to the initial interest rate for the first Advance hereunder. the LIBO Rate two London Banking Days before the date of such first Advance; (2) with respect to the initial interest rate for any subsequent Advance made before the first Reset Date, the interest rate borne by the first Advance; (3) with respect to the initial interest rate for any subsequent Advance made after the first Reset Date, the LIBO Rate two London Banking Days before the immediately preceding Reset Date: and (4) with respect to the subsequent interest rate at any Reset Date for any Advance, the LIBO Rate two London Banking Days before such Reset Date. 3 189.19 A-1-3 Conversion Date to obtain a Conversion Date Advance. A "Conversion Date Advance" shall mean any amount by which the Secretary instructs the Fiscal Agent to increase a Principal Amount on Schedule P&I for a given Principal Due Date, effective as of the Conversion Date of this Note. Conversion Date Advances shall be funded by the sale of this Note to the purchaser selected by the Secretary. The proceeds of a Conversion Date Advance (net of any applicable fees) shall be distributed to or on behalf of the Borrower on the Conversion Date. The total amount of Conversion Date Advances shall not exceed the amount of any unused Commitment Amounts for any Principal Due Date. III. Terms Applicable Upon Conversion The following terms shall apply to this Note from the Conversion Date (if any) until this Note is cancelled, or matured and paid in full: Commencing on the Conversion Date, the Borrower promises to pay to the Holder on the applicable Principal Due Date each Principal Amount set forth on the attached Schedule P&I, together with interest on each such Principal Amount at the rate applicable thereto specified on the Schedule P&I. Interest shall be calculated and payments shall be made in the manner set forth below. Interest on each scheduled Principal Amount of this Note due as of a given date specified on Schedule P&I hereto shall accrue at the related per annum rate specified on Schedule P&I from (and including) the Conversion Date to (but excluding) such Principal Due Date or, if applicable, to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs. Each interest amount accrued on each unpaid Principal Amount of this Note shall be due semiannually as of February 1 and August 1 of each year (each such February 1 and August 1, an "Interest Due Date") commencing on the first such date after the Conversion Date, until each Principal Amount listed on Schedule P&I to this Note is paid in full. Interest shall be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. Certain Principal .Amounts that are indicated as being eligible for Optional Redemption on Schedule P&I may be paid, in whole or in part, at the option of the Borrower as of any Interest Due Date after the date specified in such schedule (an "Optional Redemption"). In order to elect an Optional Redemption of a prepayable Principal Amount, the Borrower shall give notice of its intention to prepay a Principal Amount to the Trustee and the Secretary not less than 60 days nor more than 90 days prior to the Interest Due Date as of which the Borrower intends to prepay the Principal Amount. The Trustee shall apply any payments received in respect of Optional Redemptions in accordance with written instructions of the Borrower, as approved by the Secretary. Principal Amounts that are not indicated as being eligible for Optional Redemption on Schedule P&I may not be prepaid. -_'189 19 A-1-5 D. Applicability of Fiscal Agencv Agreement or Trust Agreement Prior to the Conversion Date, this Note and Advances and payments made hereunder shall be administered.pursuant to the terms of the Fiscal Agencv Agreement and are subject to such agreement. On or after the Conversion Date, this Note and Advances and payments made hereunder shall be administered pursuant to the Trust Agreement and are subject to such agreement. The terns and provisions of the Fiscal Agency Agreement or the Trust Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the Borrower, are hereby incorporated herein and form a part of this Note. The Borrower hereby agrees to be bound by all obligations of the Borrower to the Fiscal Agent set forth in the Fiscal Agency Agreement. Capitalized terms not defined in this Note shall have the meanings ascribed to them in the Fiscal Agency Agreement or Trust Agreement, as applicable. The Fiscal Agency Agreement provides for the Fiscal Agent to perform certain duties, including the duties of (i) paying agent and calculation agent for this Note until its Conversion Date, and (ii) registrar for this Note until this Note is cancelled or a new registrar appointed, each in accordance with the Fiscal Agency Agreement. The Trust Agreement provides for the Trustee to perform certain duties, including the duties of collection agent for this Note after its Conversion Date until a new Trustee is appointed in accordance with the Trust Agreement. This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement. The Fiscal Agent and Trustee each shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept on file at its respective corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrower's payment obligations under this Note. E. Applicability of Contract and Secretary's Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5308) (the "HCD Act"). This Note is subject to the terms and provisions of the Contract, to Nvhich Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note. The payment of principal on the applicable Principal Due Dates and interest on the applicable Interim Payment Dates or Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act. F. Default A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due hereunder, If a Borrower defaults on the payment of any interest or Principal Amounts when due, or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph of this Section 1V.F., the Secretary may, but is not obligated to. make on any date on or prior to the Conversion Date with fourteen calendar days prior notice to the Fiscal .Agent, or on the seventh Business Day preceding any ? i89'19 A-1-7 ASSIGNMENT AND TR_ NSFER For value received, the undersigned assigns and transfers this Note to (Name and Address of Assignee) (Social Security or Other Identifying Number of Assignee) and irrevocably appoints attomey-in-fact to transfer it on the books kept for registration of the Note, with full power of substitution. Dated: Signature Guaranteed: Qualified Financial Institution Authorized Signature 32ta9/!9 Note: The signature to this assignment must correspond with the name as written on the face of the Note without alteration or enlargement or other change. Determined interest Rate and each applicable interest rate determined on a Monthly Special Reset Date. (c) If the Secretary and the Holder have failed to agree upon an interest rate pursuant to Section (a) of this Appendix A, the Secretary, upon seven calendar days notice to the Holder, may arrange for the purchase of this Note in full by another entity on the following May 1 or any Business Day thereafter. If such a purchase occurs, the Holder shall sell and assign this Note to the purchaser thereof without recourse to the Holder and deliver this Note and its Guarantee to the Fiscal Argent for registration in the name of the purchaser thereof in accordance with the Secretary's written instructions. The purchase price for this Note shall be 100% of the aggregate amount of all Advances owing hereunder plus accrued interest to the date of purchase. Payment to the Holder of the purchase price for this Note shall be made by the purchaser thereof in Federal funds at the offices of the Holder, or at such other place as shall be agreed upon by the Holder and the Secretary, at 10:00 a.m., New York time, on the date of purchase. After such purchase date this Note shall bear a rate of interest negotiated between the Secretary and the new interim Holder (the "New Purchaser Special Interest Rate"). The Secretary shall notify the Fiscal Agent and the new purchaser in writing of anv New Purchaser Special Interest Rate within two Business Days following the date of determination thereof. (d) Notwithstanding Sections (a) through (c) (inclusive) of this Appendix, no Borrower is obligated to pay interest at a variable rate exceeding the maximum rate permitted by generally applicable law of the Borrower's state (such rate, the "Maximum Rate"). If the Borrower receives notice of a variable interest payment that exceeds the Maximum Rate, then the Borrower shall timely pay such amount as does not exceed the Maximum Rate, and concurrently shall notify the Secretary -and the Fiscal Agent of the reason for any interest non-payment. 3-1i8919 SCHEDULE P& Note No. Principal Principal Amount Due Date interest Rate Optional Redemption Available YES T NO August 1, 2000 Y August 1. 2001 X August 1, 2002 X August 1, 2003 X August 1, 2004 X August 1, 2005 X August 1, 2006 X August 1, 2007 X August 1, 2008 X August 1, 2009 X August 1, 2010 X August 1, 2011 x August 1, 2012 X August 1, 2013 X August 1, 2014 X August 1, 2015 X August 1, 2016 X August 1, 2017 x August 1, 2018 x August 1. 2019 X = Aggregate Principal Amount Principal Amounts for which Optional Redemption is available may be redeemed, subject to the terms contained herein and in the Trust Agreement, on any Interest Due Date on or after 1 1, 201 ]. 32189 19 EXHIBIT A-3 [FORINI OF FIXED RATE NOTE (IF NO INTEREM FINANCING USED)] BORROWER: NOTE NO. REGISTERED DATE: HOLDER: THE CHASE MANHATTAN BANK AGGREGATE PRINCIPAL AMOUNT: $ For value received, the undersigned, (the 'Borrower," which term includes any successors or assigns), a public entity or agency organized and existing under the laws of the State (or Commonwealth, if applicable) of , promises to pay to the order of THE CHASE MANHATTAN BANK, as Registered Holder (the "Holder," which term includes any successors or assigns), the Principal Amounts set forth on the attached Schedule P&I as of each applicable Principal Due Date set forth therein, together with interest on such unpaid Principal Amounts at the rates applicable thereto as specified on such attached Schedule P&I. Interest shall be calculated and payments shall be made in the manner set forth below. The Holder is acting hereunder on behalf of a trust (the "Trust") created pursuant to a Trust Agreement by and between the Secretary of Housing and Urban Development (the "Secretary") and The Chase Manhattan Bank, as trustee (the "Trustee"), dated as of January 1, 1995, as amended (the "Trust Agreement"), as supplemented by the applicable Supplement to the Trust Agreement, by and between the Secretary and the Trustee. A. Principal and Interest Interest on a Principal Amount of this Note that is due as of a given date specified on the Schedule P&I attached hereto (such date, the "Principal Due Date" for such Principal Amount) shall accrue at the per annum rate specified on such Schedule P&I from (and including) the date hereof to (but excluding) such Principal Due Date or, if applicable, to the applicable Interest Due Date on which an Optional Redemption (as defined below) occurs. The aggregate of the interest amounts accrued on the entire unpaid Principal Amount of this Note shall be due semiannually as of February 1 and August I of each year (each, an "Interest Due Date") commencing on [February August] 1, [ until the Aggregate Principal Amount listed on the Schedule P&I attached to this Note is paid in full. Interest shall be calculated on the basis of a 360 -day year consistine of twelve 30 -day months. 32201/9 F. Applicability of Fiscal Aoencv Aereement and Trust Agreement This Note and payments made hereunder shall be administered pursuant to the terms of the Trust Agreement and are subject to such agreement. The terms and provisions of the Trust Agreement, insofar as they affect the rights, duties and obligations of the Holder and/or the Borrower, are hereby incorporated herein and form a part of this Note. Capitalized terms not defined in this Note shall have the meanings ascribed to them in Trust Agreement. The Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000 between the Secretary and The Chase Manhattan Bank, as Fiscal Agent (the "Fiscal Agency Agreement") provides for The Chase Manhattan Bank, acting as Fiscal Agent to perform certain duties, including the duties of registrar for this Note until this Note is cancelled or a new registrar appointed in accordance with the Fiscal Agency Agreement, The Trust Agreement provides for the Trustee to perform certain duties, including the duties of paying agent and collection agent for this Note until anew Trustee is appointed in accordance with the Trust Agreement. This Note may be surrendered to the Fiscal Agent for registration of transfer or exchange, as provided in the Fiscal Agency Agreement. The Fiscal Agent and the Trustee shall permit reasonable inspection to be made of a copy of the Fiscal Agency Agreement or Trust Agreement kept.on file at its corporate trust office. Neither the Fiscal Agency Agreement nor the Trust Agreement shall change the Borrower's payment obligations under this Note. G. Applicability of Contract and Secretary's Guarantee This Note evidences indebtedness incurred pursuant to and in accordance with the Contract and pursuant to Section 108 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. § 5308) (the "HCD Act"). This Note is subject to the terms and provisions of the Contract, to which Contract reference is hereby made for a statement of said terms and provisions and for a description of the collateral security for this Note. The payment of principal on the applicable Principal Due Dates and interest on the applicable Interest Due Dates under this Note is unconditionally guaranteed by the Secretary to the Holder through a guarantee (the "Guarantee"). Execution of the Secretary's Guarantee is required before this Note is effective, and such Guarantee shall be issued pursuant to and in accordance with the terms of the Contract and Section 108 of the HCD Act. H. Default A default under this Note shall occur upon failure by the Borrower to pay principal or interest on this Note when due to the Trustee hereunder. If a Borrower defaults on the payment of anv interest or Principal Amount when due, or if the Secretary gives notice of a final decision to declare the Borrower in default pursuant to the following paragraph, the Secretary may, but is not obligated to, make on the seventh Business Day preceding any Interest Due Date on or after the first permissible Optional Redemption Date, with seven Business Days prior notice to the Trustee an acceleration payment to the Trustee equal to the Aggregate Principal Amount of the Note, together with accrued and unpaid interest thereon to such Interest Due Date. In the event that any such acceleration payment is made from sources other than funds pledged by the Borrower as security under the Contract (or other Borrower funds), the amounts paid on behalf of the Borrower shall be deemed to be immediately due and payable to the Secretary. Nothing in this paragraph shall be construed as permitting or implying that the Borrower may, without the 32201-1) A-2-3 h+ WITNESS WHEREOF, the undersigned, as an authorized official of the Borrower, has executed and delivered this Note. ATTEST: (Signature) (Name) (Title) 32?61.9 BORROWER By: (Signature) (Name) (Title) A -2-S EXHIBIT B [FORM OF GUARANTEE] U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM GUARANTEE OF THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT NOTE NUMBER: BORROWER: DATE OF NOTE: MAXIMUM COMMITMENT AMOUNT: S Guarantee issued pursuant to Section 108 of the Housing and Community Development Act of 1974, as amended. TO: HOLDER (as defined in the above -referenced Note) The Secretary of Housing and Urban Development, pursuant to Section 108 of the Housing and Community Development Act of 1974, as amended, but not personally, hereby unconditionally guarantees to the holder of the attached Note (as described above), and pledges to such holder, the full faith and credit of the United States of America for, the payment of the principal and interest when and as due on such Note in accordance with its terms. The Secretary waives any requirement for presentment, protest, or other demand or notice with respect to such Note. The validity of this Guarantee is incontestable in the hands of any holder of such Note. IN WITNESS WHEREOF, the Secretary of Housing and Urban Development or his duly authorized representative has signed this Guarantee. Secretary of Housing and Urban Development WE :113..19 Date [FORAM OF AUTHORIZATION ORDER] ,20— The 20_ The Chase Manhattan Bank (formerly known as Chemical Bank), as Fiscal Agent under the Agreement referred to below 450 West 33 d Street 8`h Floor New York, New York 10001 Attention: Structured Finance Operations Department Dear Sirs: EXHIBIT C The following information is being furnished to you pursuant to Sections 2.03 and 2.04 [(a) or (c), as applicable] of the Amended and Restated Master Fiscal Agency Agreement ("Agreement") dated as of May 17, 2000 providing for the issue of U.S. Government Guaranteed Notes. Capitalized terms used herein and not otherwise defined herein have the same meanings as in the Agreement. [The following information must be provided regarding each Note to be (i) registered in the name of and delivered to the initial Holder pursuant to Section 2.04(a) of the Agreement or (ii) delivered to the Trustee after attachment of a Schedule P&I pursuant to Section 2.04(c) of the Agreement: (a) Variable/Fixed Rate Note Fixed Rate Note (b) Note Number: (c) Borrower: Name: Address: Attn : (d) Name and address of initial Holder (e) iU!9 Principal Due Date Principal Commitment Amount ,Amount C-1 [Initial Advance AniOLintl EXHIBIT D [FORINT OF ADVANCE ORDER] The Chase Manhattan Bank as Fiscal Agent 450 West 33`d Street $`h Floor New York, New York 10001 Attention: Structured Finance Operations Department Re: Advance Order Variable/Fixed Rate Note No. [Name of Borrower] To Whom It May Concern: The following information is being furnished pursuant to Section 2.04(b) of the Amended and Restated Master Fiscal Agency Agreement ("Agreement") dated as of May 17, 2000. Capitalized Terms used herein, but not defined, shall have the meanings ascribed to them in the Agreement. The Borrower has requested, and the Secretary approved, an Advance under the above -referenced Variable/Fixed Rate Note. You are hereby instructed that the following Advance[s] have been authorized for such Note: Advance Amount: Principal Due Date(s) for Advance: Funding Date of Advance: Disbursement Instructions for Advance: [Such other information as the Secretary and the Fiscal Agent may agree.] You are hereby instructed to notify the Holder of the above -referenced Note of the above information. upon receipt of funds from the Holder on the date of the Advance, you must, in 31is1•19 D-1 E!tHIBIT E [FOICV1 OF NOTICE OF MISSED BORROWER PAYMENT FROM FISCAL AGENT TO SECRETARY] Secretary United States Department of Housing and Urban Development 451 Seventh Street, S.W. Washington, D.C. 20410 Attention: Director, Financial Management Division, Office of the Assistant Secretary for Community Planning and Development Re: Amended and Restated Master Fiscal Agency Agreement dated as of May 17, 2000 (the "Aeement") Dear Sir or Madam: We are furnishing this notice to you pursuant to Section 3.06 of the above -referenced Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Agreement. This letter confirms our earlier telephone notice to you that we have riot received the payment required to be made on the Note of [insert Borrower name], Note No. , with Principal Due Dates] of [August] 1, in the amount of $ Such amount represents [principal] [interest] [fees] on such Note. We agree to notify you no later than 10:00 a.m. (New York City time) on [insert Business Day next succeeding the relevant Payment Date] if we have not received such payment by the close of business on [insert relevant Payment Date]. 11183.11) Very truly yours, THE CHASE MANHATTAN BANK, (formerly known as Chemical Bank) as Fiscal Agent under the Agreement By: Name: Title: E-1 EXHIBIT F [FORAI OF NOTICE FOR GUARANTEE PAYMENT FROM FISCAL AGENT TO SECRETARY] Secretary United States Department of Housing- and Urban Development 451 Seventh Street, S.W. Washington, D, C. 20410 Attention: Director, Financial Management Division Office of the Assistant Secretary for. Community Planning and Develonment Re: Amended and Restated Master Fiscal Agency Agreement, dated as of May 17. 2000 (the "A2reement") Dear Sir or Madam: We are furnishing this notice to you pursuant to Section 3.06 of the above -referenced Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Agreement. This letter confirms our previous telephone notice to you that we have not received the payment required to be made on the Note of [insert Borrower name], Note No. , with Principal Due Dates] of [August) 1, , in the amount of $ Our letter, dated , to you notified you that we had not received such payment as of such date. We are writing this letter to inform you that you are required pursuant to your Guarantee of such Note to make a Guarantee Pavrnent in the amount on $ in respect of the above-mentioned Note. Payment should be made by wire transfer to us in immediately available funds to: 3;183 !4 F-1 Execution by and be ' THE SECRETARY OF'" HE UNITED STI�TES,D$PARTMENT OF HOIISING • AND' L•TRBAN, DEVELOPMENT, .. as spoiiscr of a Trust and CHEMICAI►; 'BANK,; as `Trustee' Dated as of January'I, 1995 BWDt/105.15111470/00043/630) Irrtuary 31, 1995 ARTICLE VIZI CONCERNING THE TRUSTEE.46 ARTICLE. V 8.01. TI NOTES AND THE CERTIFICATES SECTION SECTION 5.01. ... . ,,. Certificate_Title and Terms; Issuance...''. 30. Trustee Not Liable for Certificates in Series :.. SECTION 5.02. .. Certificates:.Execution, Authentication 30 Eligibility Requirementsfor Trustee .51' and Delivery.,, 8.OS. SECTION 5.03. Registration of•Transfers•.and Exchanges 31 Merger or Consolidation of Trustee 53 of Certificates; Denominations 8.07. SECTION 5.04. ... Mutilated, Destroyed,.. Lost: or StoleA 32 Fidelity Bond or Insurance 54 Certificates SECTION 5.05, ....'.. Persons Deemed Owners.. 7. 39 SECTION 5706. ,• ,• Maintenance of Office or Agency 40 40 ARTICLE VI THE CERTIFICATE GUARANTEE SECTION 6.01. Certificate Guarantee.•. 41 41 SECTION '6'.02'.. - Execution and... Delivery of Certificate ; �,• Guarantees ,.,. •'43 ARTICLE VII RIGHTS AND DUTIES OF BORROWERS. SECTION 7,01 . CompensationandIndemnification of 44 Trustee . . . . . . . . . . 44 ARTICLE VIZI CONCERNING THE TRUSTEE.46 SECTION 8.01. Duties of Trustee . . . . 46 SECTION 8.02. Certain Matters Affecting the Trustee 48 SECTION -8.03. Trustee Not Liable for Certificates or Notes • • 50 SECTION 8.04. Eligibility Requirementsfor Trustee .51' SECTION 8.OS. Resignation and Removal of the Trustee 51 SECTION SECTION 8.06. Merger or Consolidation of Trustee 53 8.07. Trustee May Own Certificates 54 SECTION 8.08. Fidelity Bond or Insurance 54 ARTICLE IX TERMINATION OF TRUST AND FINAL PAYMENT OF CERTIFICATES 54 SECTION 9.01. Termination 54 SECTION 9.02. Final Payment of • Certificates . . . . . . 55 BWDC/105.15/11470/00043/6305Januny 31. 1995 ii TRUST. AGREEMENT This ' TRUST AGREEMENT is made. and entered . into as of .this 1st clay -of January, 1995, by and between the. SECRETARY 0Z_ -.THE UNITED STATES DEPARTMENT OF.••80UXENG• AND URBAN• DEVELOPMENT (the "Secretary") , as sponsor of- a. Trust., •(as• defined.. herein) created on behalf of units of general local government and public agencies. designated by. - such units of. -.general local..government (the "Borrowers"), and CHEMICAL BANK, a New York banking corporation, as Trustee (the '"Trustee") . With respect to the issuance...•of any Series of Certificates -hereunder,, this Trust Agreement,:.together•, with the Supplement to • the Trust Agreement (as defined ..herein),, , executed with respect .to such specific: Series, shall hereinafter. be , referred to•as the ,".Agreement;.;^ ARTICLE•• I• DEFINITIONS, • • _ Whenever used. in this Agreement, the following words, •and phrases, unless the .context otherwise requires, shall have the following meanings: Acceleration Even_: Any default in the.payment,of principal or -interest when due on a Note by a Borrower or other event, with respect to which the Secretary elects to make an acceleration payment under the Note and the corresponding Contract. Authorized -official:. When •• uted-..with. - respect. to HUD, - the Secretary and - any . other official of HM who at the time shall have been duly authorized to act on. behalf of the- Secretary.. Penefibial Owners-:'. The actual - purchasers - of- interests. in the.. Certificates, whose ownership interests are recorded through the-..-. book -entry -system of DTC. Borrower: Any unit of general local government or a pubj#, agehay- designated ,by such unit.., of. general local, government.that, •has issued debt obligations eligible fori pooling and inclusion .,in -a trust., and against - which. -trust, :Certificates . guaranteed by the Secretary; may be issued pursuant to,,Sectio'n .108,....: --Business Day:.. A day on- which banking -institutions in. NeW •York City ..;arei.not .. require'd -or., authorized, to.-. be closqd--..qx24,.orj:,which Federal 'Reserve:. Bank and the.:- New. -York -Stock.'- Ex"h xige are. no t*'.. closedd,- .:Cede -cc Co..,.- The nominee• -name of. DTd.,. certificates Any one of: the •certif icates of participation,... vith•: respect to a. Trust., to.. be.. Jsgued in -oneor, more executed, -issued. and authenticated in, global or'-definitive form pursuant hereto, in substantially the form attached, hereto.. as. txhi-bit - A. and specifying, the applicable, Maturity. Pate (Principal zue,:r-Date), Pass -Through Interest, Rate and the: aggregate, of all Principal Amounts due on such Principal Due Date-.. 7aWDCJ1OS-1511 1470MM3/6305 Jammy 31. 1995 3 Trust to which such'Series-relates,is created by the delivery to the Trustee'. of., Notes (together with any. 'necessary endorsements thereon)'and the-Guaranty.relating'.to such Notes, and which shall, also'be•the date of issuance-of.the Notes comprising such Trust.. Defeasaricg• Addount:, With- respect to any. Principal, Due.Date and related Principal.•Amount of any Note,••any account created and maintained pursuant to. Section. 3.:.0.7: "definitive •Certificateg. Definitive, fully. regi's tered•. Certificates issued.in'accordance•with Section 5.03 herein..'. Debositorv• Particinangp. . A broker,.. dealer, bank or.•other. financial institution• or. other•Person for. .which,; .from• time. to•'time.,. DTC effects ' •book -entry; •teansfers• and ..pledges o£ securities ` deposited- with -DTC.: Mr' ctor.' •Financial• Management Divisio Within, HUD„ the Director 'of• - the Financial Management . Division, 'Of.fice'••of • •,the• Assistant. Secretary.. for. Community Planning and. Development, and, any other `6f f icial of . -HUD who at • the • time shall . have '.b een :duly auth8rizeda. to act, on .behalf :of such Director. I,Distribution Date: With respect to a• Series, ,;each February. 1. or -A'ugust"I as of -..which Note. payments• :are due,..,.or., if any..:, such:, day .is aoi a Business -..Day, the next succeeding Business Day... ;'Fee Account.: With respect'to any trust, any account created. and maintained pursuant to Section 7.01. 13V#MV]05.1511147010004316305 hnuary 31. 1995 5. Guarahtys. .• With respect-- -to, all Notes:,- held in a Trust,.• the. related Guaranty, pursuant to which the Secretary guarantees the due and timely payment of the. principal of and interest on all such . Notes. —• Holder': The`. Person,..-. initially the Trustee, ,in .whose name a Note -is registered. HUD: The -.,U.S. Department of Housing and. -Urban Development'. - Interest "Due evelopment.•Interest"Due .Date: •• :. With, respect to,, any. Note, February 1 -And ` August'l-of each year. Maturitv`-,.Date: • The stated maturity .date - of,., a. Certificate.,,.: whieh�-• tas:-l:1 ,also -be" the Principal Due- Date of. certain Principal: •..'; Amounts' •: due' on , the Notes •.-.to which, such Certif icate •relates, ...and,.:;:::. with.h-1respect : to any. Prepaid P.'rincipal. Amounts., the; date as , of which ,. such -"Principal• Amounts are prepaid-..,,...., If any .Maturity. •. Date: is •:not a., ; Business 'Day,,-. then ..payments .payable, ,on such.; Maturity: Date,..shall be*... mad -6., on'. the. next, -Bus.iness •- Day....: Note: Any note issued by a., Borrower,. held: -,by- the .Trustee, on, behalf; of • .the Certificateholder (s) .::of, , a giyen Series, ; and • guarante'ed�-• by • the. .•Secretary pursuant . to. ,S,ection • 1.08, which ,,is . subject , to• •this •Agreement .. . Note : P.Ment, Data: With- respect,.to;.any- Note, tha date that. is seven Business: Days :prior to each -M'. Interest .Due Date, . on which. . interest. accrued through such Interest Due -Date is -payable by the Borrower, or (ii) Principal Due Date. If any Note Payment Date is BWDG105.15/1I410IM3/6305 ],,,q 31, 1995 7 payment of principal has been made thaedon, but does not -reflect such amount thereafter. Pass-Throuaii Interest. Rate: With respect to each of the. Certificates of a particular series, the annual rate of interest payable on the- Principal' Amounts of the Notes to: which' such Certificate relates, as specified -on the face of such Certificate,•-. calculated- on the basis of. a year of 360 days, consisting of twelve 3.0I'aay months. Person: Any individual, .corporati'on, partnershig,.;joint venture, association,. -joint' -stock company, trust, unincorporated.,-..-, organ `zat bi ' or government-,' or any agency or political subdivision..:• thereof . Principal Amount: Principal- Due' Date: Any principal amount of a Note due ' on.. ,A Principal •Due Date: • -With' respect', to any Note, • each ,August 1 as of -which a Principal- Amount of such Note is due;.., -Record Date: With. respect ..to a• • Series, the • Busines,s:, Day' ii=ediately preceding a Distribution Date. Secretary: The Secretary'of HUD or -his authorized, .designee. Section 108: Section. 108 of Titre l of the . Act, as , amended::,: Series: All Certificates designated to be of the -same ,series, on the face thereof that are issued pursuant to this Agreement -and evidence, in the aggregate, the entire beneficial interest of a Trust created pursuant to this Agreement. DWIX1105.15111470IM3f6303 Ji uary 31. 1995 9 ARTICLE 11 CREATION OF TRUST nZCT:rON'.2.01;,- Creation of-Trulit.. W., From time to: time foil . owing the -'execution and delivery hereof,, the Secretary,. acting.. In its. capacity as. sponsor of a. Trust created on -behalf of the :Bo=owdrsj will arrange, forthe delivery to the Trustee of one more -Notes that* -have been :issued by such Borrowers;, --such Notes to be:"held by the Trustee.• as provided herein for the :benefit of .the' Certif icateholders of a, particular Series: to be issued her eunder..,. The 'delivery, of 'such Notes--will.:be . made pursuant -to a. Supplement to the. Truse Agreemqiit, on- the Date:. of 'Issuance. In connection with;. the ''delivery. of the., Notes in.. respect of any.. Trust, the,,• secretary. will 'also arrange' -for - the -delivery. to: the. Trustee.. of.,the Guaranty xelatitg'to 'stick Notes*:, ''duly executed by, the. Secretary.. :Upon such . delivery -to th'd.'Trustee,, the Notes so delivered, to.gether.with the xelate'd .'Guaranty, and- the -Certificate Account -created . for such...... Series, will constitute the Trust. (b) Each. of the :,TA6"nw,*v-*a 11illy registered, note,. registered in the name of the 'Holder. Each Note will contain one, or more Principal: Due Dates and, corresponding... :Principal I Amounts, and interest rates and may contain, Optional.., -Redemption P3�ovisions relating. to one or more of such Principal .Amounts. Ea6h'Ni6te - shall be - in the. aggregate- amount of the sum of the Principal Amounts stated therein. MMM05. 1511 14701000431630S J2=lry 31. 1993 11 Certificates -of a designated • and.-:. previously. unissued Seriei. in denominations authorized •by. -this-'Agrdement -.in the aggregate evidencing the- entire beneficial ownership of the Trust so created-: ARTICLE IFI ADMINISTRATION OF NOTES SECTION 3.01. • •• Aopointmeht . of. ':Trusts•., . In consideration •o£ the' Secretary's 'Guaranty of the Notes-,` . and • the . Sec=etarV-s: execution; • of the' various. Certificate Guarantees hereunder -;':.the Secretary hereby appoints` the- Trustee to administer the. -Not'es:,•and:• Certificates in accordance with - the .'express ",provisions ;of •: ::thisl.•' Agreemernt- but retains with- -respect- to- the•:Notes• full :power•: and: auth'otity, •acting• 'alone, to,, .'do.. any and all: -things ,in.',co�n6dtion.. ' Frith such• administration -that* h6 MA.y` deem. -necessary or .desirable.;, The Secretary' retains, the. sole and. exclusive right to • take, action, and assert claims- with respect to the Notes. Without, limiting.- rh-%':.. generality of the foregoing•, the -Secretary may ,execute and de,liver.;=, on behalf of • the"Trustee and -the Certificateholders., any, and: all-';,-, .instruments of satisfaction or. cancellation,- or' of- partial .or, £till release or discharge and all- other•• comparixble instruments; with.. xespect to the Notes. The Trustee shall furnish the Secretary• with:.' r any ` documents ' reasonably requested which. are, necessary .'dr':, appropriate to -enable. the' Secretary to carry :.out the .Secretary' s• ; . powers hereunder. 13VMCIJ05.13/11470/00013/6303 January 31. 1995 13 Trustee shall apply any payments received in'respect-'6f permitted optional Redemptions to' outstanding Principal Amounts of thea :' related Note in inverse chronological order, commencing with the latest Principal -Dud - Date. Pursuant 'td' any Note -and the 'corresponding `Contract,.. : the: . Secretary has the right 'on or after the occurrence of, . an Acceleratioril Everitt to make an Acceleration Payment as of any interest Due Date an or after the earliest•`date for acceleration'. specified ini ''the' Note. if the Secretary elects . an accelerat-ior t the Secretary shall deliver notice to the Trustee 'on • or before the Note Payment• Date" immediately' `preceding•' the• Interest• Due •Date•: selected for acceleration, and -the Secretary •shall make the Acceleration Payment to, the'Trustee by depo§it "of :the Acceleration :Payment in ..the Certificate 'Account on, or before 'the Distribution: Date'corresponding'to such Interest'Due Date. SECTION 3.04 Guaranty: Pursuant to each'Guarahty,,• the: Secretary shall unconditionally guarantee the. timely payment of .the principal of Wand' interest on :the Notes iii- the Trust to* which. such . Giiaranty relates. SBcTSON `3'.05. ' Notification 'of Amounts Due.. • Within ' one (1) month after the' Date -of Issuance,. the Trustee shall prepare and provide . to' each Borrower; with a - copy to ,the Secretary, a written schedule of total principal and interest due on -the Notes of such*.*. :Bnrrower for each Note Payment Date. ' One (1) 'Month before each SWDC1I05.15/1147010004316305 lummy 31. 1995 15 telecopy, in the form attached hereto as. Exhibit D•, 'that the Secretary is required to make one or more Guaranty payments, including notice of the. amount of each such payment. The Secretary shall make any required Guaranty ,payment directly --into the Certificate Account by 10:00 A.M. on such Distribution Date. Such payments made into a Certificate Account by the- Secretary pursuant to -a Guaranty shall be made by wire transfer. of immediately available Federal funds directly into such account or by-a.check payable in immediately available Federal funds,: if the •amount being: paid is less than. .$`S, 00o. For 'each Series, ;the Trustee shall' estabiis'h and- M61htain for the benefit of ,•`•the ' Certificateholders of such • Series (subject to Section 3.'09(i3•)'), a''separate cion=interest be-iiing•trust•.account '(a "Certificate Account") • into which 'the 'trustee shall.; deposit. as received ' the ' foll'ow ng' payrhents 'and 'collections received .by: it; • in .. respect of principal of and 'interest 'on' the Notes comprising- 'the. • Trust to which such` ser3.es 'relates: _ (i) All 'payments of - interest• on such: Notes, . including those made by the'Borrower, those'made with fund's.' transferred -by the • 'Tras' tee from the 'Defeasance Account to the.' Certificate Accouh't,• and those made'by the" Secretary pursuant. to a Guaranty; and BWDC/105.15/11470/00043/6303 January 31. 1995 17 Certificate Account upon receipt• thereof; and such payments will be promptly transmitted to the Secretary. SECTION 3:07. Defeasance Account. Any Borrower may.defease- the entire unpaid aggregate Principal Amount of a Nate,: -or the - entire unpaid Principal Amount due• on-- a Principal Due Date,.. at.. any tame, subject to the corresponding Contract and - this Agreement.... For each Note..or Principal -Amount thereof that: the related' Borrower elects to defease, the Borrower shall , establish and' maintain: ,with, .• .. the Trustee' a • trust• account (a "Defeasance Account'".) , . separate:. and apart from, all other accounts • 'of:. -such ..Borrower .and the .Trustee;...:' The Borr©wer shall • irrevocably deposit into such, • account. either •. moneys or' Government Obligations that, • in'•. the• sole, dis,cretio�n :;off,;;,, the Secretary, mature and .bear interest at times and•..in„:amount:p sufficient, •t•ogether• with.- the, moneys already .on. d'eposit,•wi•;th•.,ahe: ;. Trustee for• such •• purpi sd, 'to •. pay when due the -principal. • and'. ; interest to become`due:•with tespect',to - the related P,rinc•ipal•.:Amount,. on or prior, to "'the first' Interest • Due Date as: of .which;::such eo-rower may. make an. optional Redemption, • 'as . set. forth- .in - the - related ' Note; as 'the case• may be. -C' The Borrower's election• ' .to defease, shall .-be I evidenced• .,hy- giving written ' notices •.to the .. -Trustee.' and the secretary,.; which•• notices shall authorize -'and direct :the• establishment of the. related • , Defeasance' Account'. , shall, specify the, money -and Government - ObI'igations to be deposited -therein and shall. specify. ,the, BWDG10S.151I1470/00043/6305 1 -wry 31. 1993 19 • . • receipt into its' book-entry'accaunt'of any book=entry securities,. the Trustee shall provide the Secretary with a certificate, signed,' by'an Authorized Officer, confirming that such. securities are being':;. held •in an account at • the Federal Reserve Hank of New irk and' that the Trustee has" marked its books and records . to `refl'ect that it is• holding such securities in 'trust solely for 'the beiief'i:'t' 'of , t'h6 i corresponding Certificatehold'ers. Moneys and Government Obliga- tions held as. part of a• Defeasance' Account shall- be applied by the' Trustee solely to "Ehe payment of principal of and interest on the related • Principal Amounts and shall be 'maintained free • of.. :arll , liens; • except, such liens ' as may • be created by. this Agree'Inent•., . • The Trlistiee shall collect on the due dates "thereof'•• the;; - prindipal of and ' interest and preiinium, if any; : on -the -GovernMent•••. • Obiigations on deposit -in the Defeasance Account and •shi-11,•. withbue. further authorization or direction, apply such receipts' on each' Distribution Date to the payment. of interest"and to the'payment of.'.. the related Principal••Amount.,•..when applicable. At the -opening of ' business on the relevant 'Distribution. -Date, the' Truatee shal]:••' transfer from 'the' Defeasance Account -to the Certificate Account,. the-: amount of interest ---and' principal (ifany) to be paid. Receipts in excess of the amount •necessary,I to, make -the r . payments on each- Distribution Date shall• be reinvested• by'the Trustee in Government Oblig'aations (1•iinited to Treasury bills).• maturing -on or before the next Distribution -D'ate'. -The Trustee. .BIVDCII0.5.1317I470/0004316305 Jamry 3I, IM 21 transfer, `wire transfer;, check;. draft••or. other instrument made or given'with respect to'any'Note') or otherwise to.take.any steps to seek payment thereon on behalf of the. Secretary, as administrator. or any-Certifitateholder'. The Certificateholders..acknowledge, and agree that the Trustee' shall have only those duties expressly:. provided in the 'Agreement and. -shall have .no other duties, or. responsibilities with -respect • to. the .Certificateholders or ,the:. Trust, and that 'the Trustee shall - have no duty to institute any.,.: suit,'' action• or' proceeding•'. on behalf of Certifi.cateholderA.._ to.., eziforce the; Guaranty or • the Secretary's. guarantee of the ..timely :, payment 'of' ..'all distribut ons • payable with . -respect to., any.;,, Certificate: SECTION 3:09:`= Phi* tted -,Charges Against the Certificate.. Account. , The Trustee., shall,;,from time -to ..gime•,. withdraw funds...from• a Certficate•Account'for`'the following purposes: (•i) to make payments -to ahe. Certificateholders in the. . amounts and in the manner provided for in Section 4..01; arid.. (ii)' to•clear and'.terminate the• -Certificate-:Account pursuant to, taction 9-02,-,-6r as• provided. in the last sentence;. of Section 3.06. SECTION 3-A0. Trustee'to Cooperate • Release and Assignment of Notes Upon the payment . in ..full..of an Note. •(includin Y g .pursuant. to the42'Guaranty) , the Trustee* shall promptly release and assign the related Note to. the Secretary.. From time ,to. time and , as BWDC/105.13/11470AM43/6305 JIMMY 31, 1995 23 Secretary."'is 'required, to 'make a Guarantee 'Payment. with., respect -to such Note•payment, as specified in Section'3..06 hereof; the. Trustee shall receive a rejection of such Automated: Clearing.House,:funds transfer, then to the extent that the Trustee, at its sole -option, shall 'have -advanced its ` own- funds • in an amount. equal... to such rejected Automated Clearing House funds, transfer, the Trustee shall be entitled to be reimbursed promptly•by the Secretary, for such amount, "together with an amount. 'representing :interest • expense ..on such funds up to -.'the time'6f. reimbursement -(as-.provided below):. In the event 'of any' such rej ectioa, the- Trustee shall,. be reimbursed in the 'foliowing manner: (i) promptly upon --receipt. of notice from. the.•.Trus,tee by telecopy'; •telex 'or otherwise in writing of the• occurrence of any'suchrej ectibn,- -the Secretary shall reimburse the. ;Trustee, by ''wire transfer of immediately available funds•, ,•.;For, the amount, of- any' such Automited-Clearing House. -funds .transfer so rejected; and (ii) upon the giving of such notice to the:Secretary, the Trustee shall be authorized to charge the Fee Account in an amount sufficient to reimburse itself for any interest expense incurred by the. Trustee. by. reason of such rejection from. the time of the relevant Distribution Date until the time of reimbursement. ::of ;the. -Trustee by. ,:the Secretary pursuant to clause M above; • provided, however; • that to . the ,ex*tpn> . that, ZWDC/103,13/11470/00043/6303 January 31. 1995 25 shall distribute to the Certificateholders of record as of the close of business •on the Record `Date therefor (other than as provided in Section 9.01 and Section 9:02 respecting the final. distribution) each such'Certificateholder's--Fractional-*Undivided Interest in' the interest at the applicable Pass -Through Rite'and principal due on the Certificates of 'such Series'. Distribution..... - shall . istribution....shall. be made from funds available in the Certificate Account as of 10:00, A.M. (New York'Ciiy Time) on the applicable- Distribution Date; "other than amounts, if 'any, • received 'on particular. Notes`. representing late 'recoveries of principal and/or..'•interest respecting which any Guarantee Payment was made. Unless'DTC or its nominee (te'de & Co.) shall be the Certi:ficate'holder, such distribution shall be 'made (i) to,' -Cert ficateholders holding Certificates ' in ' an 'aggregate Original `Principal ' Amount '• Of% $1 million" or more' by wire • .transfer' to 'Such: commercial bank located in the continental, United States having appropriate rac:tlicies therefor as may be designated in writing. by such Certif•icateholder to t2d Trustee (provided that inch Certificate'holder 'shall have provided the Trustee -with'' appropriate written wire transfer instructions not later than 5' Business Days prior to the•••applic•able Distribution Date) .or (ii) otherwise, by- check to 'the Person in whose name such Certificates are registered at the -close of business on'the Record Date:• Where DTC or its nominee is, the Certificateholder, distributions -shall -be made in accordance -with BNDC/103.13/11470/00043/6305 January 31. 1993 27- Ci"� person who has held the status"of- 'Certificateholder at any time during such calendar year`as to the aggregate of'amounts reported pursuant to (i) and (ii) above for such calendar year or, in the event. such person was aCertificateholder . of record •. during. a P of such calendar` year;' for • the applicable' portion of suck year. in addition, within' 30 days' following' the end -of. the calendar. yeas, the' Trustee ' 'shall. file copies of the' 'statements .-.to ., . Certificate'holders`teferred to: in the preceding paragraph -with..,the . . Internal Revenue 'Sean ce pursuant' to the • Income - Tax . Regulations governing ,' gz`antor trusts•. "At' • the tiriie. the. Trustee shall furnish-•..:.,: any report to Certificateholde'rs ,' it shall also" furnish'. a similar}.. ,: report tb the ' Secreta'ry; provi:d'ed;• that ' such .. report ' furnished. • to the Secretary shall be' made 'With: respect.- to the agg'regat•e of:,Nall•., Certificates of a' 'Series outstanding' at • the time 'of 'such .report . SECTION' 4 ; 03•:, Paving Agents: The',.Secretary may, appoint- one.,.., • . or more paying ' agents in such 'place .or' places: -as ..the, Secretary de's'ignate, for the payment -of amounts due. -on the. Certificates. The. paying agent initially •appointed 'hereunder is the .Trustee,• • located. at Sas Corporate Trust''Office. EV4rJI05.15/11470/M3/6305 Jumfy 31, 1995 29 Certificates of separate Series may differ, as between such Series, in respect of- any of the following matters,: subject to the terms of this Agreement: (1) The designation of the`` Certificates of -the Series....... (whish shall distinguish thd.'Certificates of such Series from those of all other Series); (2) The 'aggregate Original -Principal . Amount., of . the. Certificates Of such Series;-.' (3) The Principal Due Dates -of� • the Notes. to which such Series relates; R) The :Date 'of- Issuance,. and -the •.Pass. -Through; Interest.. Raties' with'' 'respect 'to -the Series` ..and (5) Opt' oial Redemption• and- -acceleration, provisions.• .(if . • any) _. .. . • •, .., SECTION 'S.02. 'Certificates: Execut'on:, . Au.thentication. and Delivery. Certificates • -shall be. executed on .,behalf of -the. Secretary by an -Au thorkzed Officer of thd,.Trustee as -:-agent for the... Secretary' under • the Trustee•'.'seal ` "reproduced- thereon. The. signatures of 'any such' Authorized Offiee'rs on the ;Certificates may;.., be manual or' facsimile. • No certificate shall, be entitled to any benefit under this Agreement, .or•'be valid for any purpose,.unless. there -appears thereon a certificate: of authentication substantially in t) e forth provided for in. '-Exhibit •A• hereto :executed by. an Authorized Officer of the Trustee•by"manual signature. -and dated:, as. SWUM. 15111470/OW43/63DS January 31, 199S 31 with respect to: the- Certificate Owners sand with. respect to ownership - and . transfers• of beneficial.. interests in the Certificates; (iii) ownership and transfers.of registration.. of the Certificates. issued in book -entry form on the books of DTC shall be, governed by applicable rules established. by DTC, and the rights of Certificate- Owners. shall be governed by. applicable law and, agreements between such Certificate Owners and DTC, Depository Participants,--and'indirect participating firms; (iv).. DTC may collect its usual and customary fees, charges and.expenses from its Depository Participants; (v) the Trustee shall deal with DTC; as;. authorized'-_ representative of the Certificate ..Owners Certificates for.all .purposes. including .the making of payments. due on the Certificates and exercising the. rights of Certifica.teholders., under this- Agreement, and. requests and directions for and ,votes, of such representative shall not be deemed .to be inconsistent' if they are made,•with respect :to different Certificate Owners; (vi) ,the Trustee may rely and shall, be fully protected in relying upon information -furnished by .. ATC with, respect . to its Depository Participants and furnished by... the Depository participants with respect to indirect participating firms and persons, shown on the books• of.:.such indirect participating firms as. direct or in erect Certificate .Owners; and (vii) , . except, as . provided in this Section 5,.03, Certificate Owners shall. not be entitled.to certificates for the Certificates.; BWDG105.15111470/00043/6305 January 31, 1995 33- 9 rep .resenting not' less than•. 51V of the aggregate. voting• rights allocated -to the Certificates together advise the Trustee and DTC. through the .Depository Participants in,.. writing that. the continuation• of abook-entry, system through DTC is no longer in .the best interests, of. the Certificate. Owners., .the Trustee shall no.tify.. all Certificate Owners,' through DTC-, of the. occurrence . of any' such event and , of• the` availability . of , Definitive Certificates to_ . Certificate .Owners • requesting. the same. Upon .surrender. to,., the. Trdstea Of 'the- 'related • Certificates, by DTC, accompanied by registrytion ins tructions••.from DTC for registration, the .Trustee• .shall, issue'- the. Definitive Certificates, . Xeither, ,the Secretary: nor,`.. the Trustee shal•1; be. liable.,.•,for any. delay., , in delivery, of. "such,,,.. instructions -and '�may conclusively rely.on,,. and: shall :be ,protected 3n: relying' on,. such. -instructions, Upon the issuance of Definitive. ,. Certificates, all. ref erences•herein, to•obligations• imposed upon or to 'be performed by DTC shall -be, deemed to -be imposed , upon and performed by the -.'Trustee., to the . extent applicable, -with respect to . such ,De•f initive • Certificates; and the..Trus•tee shall • recogn�:ze the holders , of the, Definitive Certificates. as Certificateholders , hereunder. Unless. Def initive Certificates are .issued in accordance with tliis" section •5.03, the Certificates for each Series shall be' initially .regis.tered.,in the name. of DTC or its nominee,, .and shall. be evidenced by a single global Certificate for each Maturity Date BWDC1I03.1311I47010004316303 January 31. 1993 35 Amount thereof. Each. such Certificate• shall bear* the following legend': "Unless this Certificate is presented by an authorized representative of The. Depositoty--Trust- Company, _ a New York .corporation "DTC") , to the Secretary . or its agent for registration' of 'transfer,' _exchange;.-dt payment,"' and any Certificate issued is registered in the. name of Cede &, Co. or in, such other- naive as requested by. an authorized representative of DTC (and any payment•.is• made to' Cede '& Co. ''"or td such otherentity as is' ; requested by an authorized'- representative. of `DTC)•, ANY TRANSFER; PLEDGE OR: OTHER' USE HEREOF...' -FOR VALUE-" OR OTHERWISE" tY OR TO ANY PERSON IS WRONGFUL, •inasmuch • as. the::..-.,: . . registered owner hereof, Cede & Co., has, an. -interest herein." Subject '.to- the preceding paragraphs'; upon: surrehder ..'for registration of transfer: of any Certificate of, any. Series at. the. office or agency of the •Secret•ary. maintained.:'.for 'such purpose pursuant to Section: S. 06,. the' Trustee shall .execute ..on -behalf of : thea' Secretary, authenticate' and deliver, : in the-: name of : the designated transferee or transferees, a -new Certificate of the same:. Series, Maturity Date and Pass -Through Rate, in denominations,.:' authorized hereunder, o£' a like' aggregate Fractional Undivided. Interest: BWDG105.1511147010004316305 January 31. 1995 .37 ` may►'. accordance -with its standard- procedures.:: All such ..cancelled Certificates shall be forwarded to the- Secretary- by the Trustee, Troia 'time to time. As long as DTC is the sole Certificateholder'. Certificates- BaVi:ng• the same, Maturity Date• shall be.. registered as a single: Certificate. • Definitive Certificates issued- •under:section 5.03• .hereia,shall be -issued in such denominItiozis as:the;.Secretary and-, the'Underwriters shall agree and as<are administratively acceptable. to the'- Trustee: The, Certificates shall be dated the • date ;of their autl ejYticatiori 'and shall -be numbered • in such' manner as. *shall :bel approVed :bY" the Trustee,: SECTION 5.04. MutilatedDestroyed Lost or Stolen Certificates. • If W -any. mutilated' Certi-fi.cate is -.surrendere'd' to the': Secretary • or! the Trustee-; .or:• •the'. Secretary and the:, .Trusted,,... receive -evidence to their satisfaction" of. the destruction, loss or ; theft -%6f any Certificate, and- (ii) there, is - delivered to, the Secretary . and -,the Trustee :such, security or -indemnity as:. may be... required by either or both of them, to save• : each of: them harmless., thea," in 'the absence of notice, to -the Secretary or the Trustee that., such `Certificate •has'.beeri 'acquired': by -'a," bona fide purchaser., the.. Trustee shall execute on behalf of the Secretary; authenticate, and. deliver;' • in - exchange •' for . or • in lieu _of - any such mutilated, destroyed, 'lost • or.- stolen'.. Certificate, ' a • new. .Certificate of -the sain''d-Series Arid- of like .tenor and Fractional- Undivided- Interest. BWDG105.13/11470/00043/6305 January 31. 1995 39 notices and demands to. or upon the Secretary in respect of the Certificates and this Agreement may be served. TheSecretary initially appoints the Corporate Trust Office of the Trustee as such office for said purposes. The Secretary will give prompt written notice to the Trustee of any change in the location of any such office or agency. ARTICLE VI THE CERTIFICATE GUARANTEE' SECTION 6'. 01. Certificate Guarantee. Sn addition�� •to ' the4*1'' Secretary' s .guarantee of the timely payment of the principal of 'ands interest, on the Notes pursuant to the Guaranty; and in consideration for the purchase of the Certificates by 'such'* Certificateholders, the Secretary also, by execution* of a Certificate Guarantee in the form attached hereto as Exhibit' A,`*•'",'* unconditionally guarantees to each Certificateholder Certificate executed, Authefiticated and delivered by the Trustee the••'due and timely payment of all distributions' payable with respect to such Certificate when and as the same shall'beco'me-due'', and payable according to the terms of such Certificate and of this - Agreement. The Secretary agrees that its obligations tinder ''Che Certificate Guarantee shall be• unconditional,• irrespective of the"'' BWDG105.15/11470/00043/6305 January 31, 1993 41 payment by.the Secretary of any 'amounts due to be paid.under the Certificate Guarantee. SECTION 6.02.' Execution and Delivery o£ Certificate Guarantees. To evidence-• the Secretary's guarantee' of the Certificates, the Secretary'hereby agrees to execute a'Certificate Guarantee, substantially in the, form set forth in Exhibit A hereto,.• as appropriate, to be 'endorsed on each Certificate executed on behalf of the Secretary, authenticated and delivered by the Trustee. Each such Certificate- Guarantee' shall be manually. executed 'on behalf of the Secretary by* an -Authorized' official. • No•:- Cart ificate authenticated "and * delivered *by, the Trustee hereunder shall be entitled to the -benefits "of• ' the 'Certificate Guarantee . unless such Certificate shall'have endorsed"thereon'a Certificate Guarantee executed as aforesaid': Certificate Guarantees' bearing the `mdhual signatures•• of.. individuals who were,at'any time.the•'duly Authorized officials of the Secretary shall bind the 'S'ecretary, notwithstariding that. such, individuals" or any of them have 'ceased to hold such'offices.. prior, to the authentication and delivery of"the Certificates -.upon which such Certificate Guarantees ate tndorsed:•' The delivery of any Certificate 'by the Trustee, after the• authentication thereof Hereunder,"shal:l constitute due delivery of the 'Certificate ' GuarAhtee endorsed thereon on, behalf - of the Secretary. 73WDG105.151114701=3/6305 Ju=ry 31. 1995 43 Fee Account on behalf ' of such Borrower,' : which payment shall be'! satisfied solely out of - grants 'pledged by such Borrower t6: the Secretary as security for repayment of the Notes (and related costs authorized by" the Secretary)' pursuant •,,to the. Cohtract- (b) The Secretary hereby agrees.- (1) grees:(1) to ''reimburse the. Trustee upon its request for'all reasonable extraordinary out=of-pocket expesises, disbursements and` advances incurred-'or made by' the 1trustee 'in accordance with any' provision of this Agreement (including the reasonable compensation and expenses and disbursements of its agents, attorneys an'd` counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance. ..-as'•may be attributable to its gross negligence, willful : inscoziduct ''or'•bad faith; and (2) to indemnify the Trustee for, and to hold it harmless against, any '1'oss; • liability or. expense incufredi'• without bad faith, willful mi'sconduct-or gross negligence on•its•,part- arising Out- o£ or in connection with ' •th'e-acceptance or. ; administration of this'Agreement or 'the Notes; including the :costs:` and expenses -of defending itself against-any claim-or, liability, in..:: connection wiih:the exercise or performance of any of its powers 'or duties hereunder, The- Trustee shall ''notify 'the -Secretary promptly' of any claim f'or which it may seek indemnity''unde'r. this Clause (-I) The, Secretary -'shall' defend :the claim' and the-; 'Trustee shall' •. cooperate in the defense. 8WDG105.13/11470/00043/Q05 January 31. 199S The Trustee may have separate counsel 45 Except upon compliance with the provisions of section 3:10, none of the ' Notes or anv nt-ho,- constituting a part of any Trust shall be delivered by the Trustee to the Secretary or otherwise released from the possession of the Trustee. No provision of this Agreement shall'be construed to.relieve the Trustee ' from li'abil,ity- for its own negligent action, ..its; own negligent failure to' "act or- 'its • -own • willful ,misconduct or bad faith;- provided, however, that: (i) The duties and 'obligations of the Trustee shall be determined solely by the express provision of'this Agreement, the • trusted'' shall 'riot•' be ' liabl'e except 'for negligence or willful - misconduct "in 'the- p'erformance'• bI such- dutie's -and obligations as a're 'specifically set forth" i'n "this Agreement, no implied'covenants or obligations' shall be -read into this Agreement against the Trustee and•; in• the absence 'of bad faith on the part of the Trustee; the Trusteemay' conclusively, rely, as to file truth and accuticy of the 'statements and contents and the:` - correctness of the- opinions'' -expressed therein,. upon any cerfiticates, opinions,'resolutions, statements, reports, documents, orders 'or other instruments furnished to the Trustee.arid conforrming•to the requirements of'this Agreement; (ii)' The Trustee shall not be 'personally liable for an error of judgment''made in good faith by an Authorized Officer BWDG105.1511 I470/OD043/63051"Ury 31. 1993 47 UQ�: determination, expose it to any fine or penalty imposed by law - (iii) The Trustee shall not be personally liable for any action -taken, suffered or omitted to be taken bk•it in good faith and.. believed by it to . be authorized or. within the discretion. or rights or powers• conferred upon it by, this Agreement;• (iv)..=The: Trustee may exercise any of ,the,.powers hereunder or perform- any duties hereunder either directly or ..by .,or through agents •or .attorneys and the Trustee shall not -be responsible .for any -Misconduct or negligence -on the part of ariy agent or attorney. appointed -with due care by. it hereunder; J. (v).'° • The Trustee, -shall, not be. • obligated to make any Investigation into •:the facts or matters, stated: ,in any, resolution, certificate, statement,.- .instrument, opinion, report., :,notice, .:consent, order, .approval: or .other paper or document; ;(.vi)'; Any request or direction of - the Secretary ,,referred to herein shall be sufficiently evidenced; if: signed by an Authorized official; and (vii) -whenever in theadministration of this Agreement the. Trustee:- shall deem. it desirable that a matter be, proven , or established. prior to taking,,, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein. BWDG105.15/11470AM3/6305 7ummry 31, 1993 49 Federal or State authority: - If such corporation- publishes reports of condition at least annually, pursuant to law or the requirements. of the aforesaid supervising or•eXamining authority, then for the purposes of this Section, the combined'capital and surplus of such: corporation shall'be-deemed to be its"combined capital, and surplus as set forth in its most recent report of 'condition so -.published. In case at any time the Trustee 'shall cease- to' be - eligible in accordance with the provisions'of`this.Section; the:Trustee shall resign immediately in the manner and with the -effect specified. -in Section 8.05. SECTION 8.05. Resignation and` -'Removal of the Trusteg; Subject to the further' proVisions of this. Section 8:'05•; :the. Trustee may resign at any time 'and be 'discharged from its 'duties as:., Trustee.,, hereunder by giving at least ' 0 days"prior written,:.notice .of such • resignation 'to the Secretary and specifying'- the' date on which .such; ; xesignation' 'is' to take effect, - •and •the Trustee -may . be . removed by the'Secretary as the Trustee at any time, with or without•�cause; by. giving at least five {5) Business • bays' prior written. notice. of• such removal•'-delive'red to the Trustee and 'specifying•the ..date on which such removal 1-4 to .. take effect: • Upon any such resignation .or. removal, the Secretary may, without other formality than r appointment and d'e'signation 'in writing (a. copy ' of which written, instrument shall be promptly provided to the.resigning.or removed Trustee) , appoint a successor trustee and agent, provided -that -,such SWDG105.15/11470/0004316305 linwry 31, 1993 51 00 appointed), all funds in or otherwise to the, credit of- the Certificate Accounts, and the Trustee shall otherwise release, assign and deliver to such successor trustee (or the Secretary, if mo successor trustee has been appointed)" all other property constituting the Trusts in its possession, and effect a transfer of such property in such manner and pursuant to such instruments as, the Secretary shall reasonably request. The Trustee shall likewise deliver at such time to'such'successor'trustee-�'(or the secretary, if no successor has been appointed) 'all moneys deposited, into Fee Account in respect of' any "outstanding Series upon'payment•-of. its charges in accordance with this', Agre6ment, 'the 'Certificate . Register and ill related records and documents in ' its possession: ' . The Trustee shall not be' discharged from its- duties: or obligations;. hereunder following its resignation or -'removal: until such property:... , has been delivered to such successor and transferred, as:, provided.... above. SECTION 8.06. Mercer or Consolidation of•Trustee. Any corporation into which the Trustee may be merged or'converted or with which it, may be consolidated,. or any 'corporation resulting from any merger, conversion or consolidation -to which the Trustee shall be a party, or any corporation succeeding to all or..: substantially all the corporate' trust business, of the Trustee,_ shall be the. successor of the trustee hereunder,' provided such.: corporation shall be eligible under the provisions -of Section &.04, BWD0105.1511147010004316305 January 31, 1995 53 last I=etaining Principal Amount, together with accrued and unpaid Interest thereon, whether on the Note Payment Date immediately preceding• the related .Principal. Due. Date, upon Acceleration Payment, upon -payment with respect to. an Optional Redemption or upon payment from a Defeasance Account. SECTION 9.02.` Final Pavment•of .Certificates. '.(a) With respect to any Certificate.with respect to which final payment is due to an Optional Redemption- or an Acceleration Payment, the Trustee shall -give notice -to each Certificateholder of such final payment, •�`�specifying . , .tile date' on, or after which each Certiticat eliolder tray •present and surrender their.,Certificates for payment ' and-, ' cand'elhaCon at the • office., -of the paying `agent mainta efa pursuant'.tc0,.'Section 4.-03,. such,;.£•inal payment to..be made only upon ,-such' presentation . and. surrender. The• date, of surrender specified in such notice shall be the Distribution Date next " following the Note Payment Date to which such final payment relates. Such notice shall be given•••by the Trustee by letter to such Certificateholders '.,(with .a. copy. • thereof to the Secretary) mailed not later than the fifth Busines's Day subsequent to the Note Payment Date' to :which such final•; payment relates.,., grr vided, . that th'e ''Truste'e, has received timely notice. from the Secretary as provided ih "Section 3:03•, • if any; relating - to such final payment. The' Record Date shall not.: be.•.effective .with respect to, any final ,payment -'made in accordance with this paragraph. SWDG103.15/11470/000431630S latwary 31. 1995 55 manner the amount of','or delay the timing'of, payments received on Notes, including Guarantee' Payments,, which. are required to be distributed on a ny'Certificatd: In -executing, or. accepting the., additional trusts •created'by, any amendment permitted by, this.. Section 10.01 or'the modifications thereby 'of the ,trusts created. by..:, this Agreement, the Trustee shall be 'entitled to receive, and•. (subject to Section 8.01) shall be fully protected in relying upon,..... an Opinion .of 6ou' n' el' statirig` that the execution; of:: such•. amendment Is authorized' or permitted by'this Agreement. The ' Trustee may.,, lout•, shall- not" be' obligated` to, enter into- any.. such amendment..af:fecting.;:•,, the" Tiustee" s•' own rights; 'immunities or liabilities- .under,..,;this. , , Agreement'or otherwise. SECTION 3.0'.02'. - L•im'i.ta•tioil ori• Rights o£ •Certifiicateholders.;, .As provided' "'in 'each "dertificaite, 'the", Certificateho•�.ders •,, are,. entitled 'to 'the benefits of this Agreement to the', full extent... provided herein; provided, however;_ that notwithstanding the foregoing'' br any other' provis-ioirt'• contained -.;herein; ,:-.o>~; . in. any Certificate,' except 'as ''speeifically• provided herein•, the:•Trustee shall not be" deemed. art agent. or•' fiduciary for or on behalf of any, Certificatehoider'or:any Borrower -issuing a Note,.and the Trustee. shall have• no•fiduciary-dutidif_or responsibilities -with --respect to any such Person, or any duty to. take any action with :respect to. any `TZUSt, except- such: duties, and responsibilities as, are specifically provded'herein. 78WDCJIOLLIJ/11470/W043/630S 12mary 31. 1993 57 .r permit reasonable inspection' (and limited copying) to be made of this Agreement during normal business hours by any. Certificateholder or by its designee, at such Person's expense, provided that . the Per purporting to be such Certif icat;eholder or designee establishes his identity and capacity 'to the. Trustees satisfaction. SECTION 1.0.04. Governinca Law. Except for ,the Secretary's rights and obligations tinder, the Act and 'the Secretary! s.. regulations thereunder (24 .C•. F. A. 570) , this, Agreement. shall': -be.,,. governed by, and construed. in accordance with, the laws of the... State of New York, and' the' obligations, rights -and remedies of the parties hereunder shall' b'e determined in. accordance with such.laws. SECTION 10.0$. " Novices."" All demands, notices., -,..and. -.,- communications hereunder shal] be' 'in`writing and -shall - be. deemed,to... have been duly given when and' if `1personally 'delivered at .or mailed:,;,. by registered 'mail, ''postage' prepaid, (a) in the. case of the,... Secretary, to the 'United State's Department of Housing and. Urban Development," 451 Seventh' Street, S.M.-, Washington, -D.C. -.20410., Attention: Director, Financial Management Division, Offioe'of'the Assistant Secretary for Con .inunity.'Planning and.Development; or such other address as may hereafter be furnished' to the •'•Trustee -in, writing by the Secretary, and (b) in the case of the Trustee, to Chemical Bank, 450 West 33rd Street, 15th Floor, New York, New York 1.0001, Attention: Corporate Trustee Administration or such other 13WDG103.13/11470/00043/6305 Jnrtary 31. 1995 59 " IN WITNESS WHEREOF, the Secretary. and the Trustee have caused their names to -be signed hereto by their respective officers thereunto duly authorized as of., the day and year first above written. SECRETARY HOUSING APD, URBAN DEVELOPMENT % By: Ti CHEMICAL BANK, as. Trustee By: Ass ista t.Vice President a ZWD0105-14n 1470/M3/630$ Jamaq 24.199S 61. EXHIBIT A (FORM OF CERTIFICATE] runless this certificate is presented by an authorized :representative of- The Depository Trust '. Company, a New.,.. York,.. „ corporation ("DTC") , to the Secretary or its agent for 3: egistraton. of transfer, . exchange, or payment, and,, any. certificate issued is, registered in the name of Cede & Co. or in such other name as is ,: requested by an authorized',representa•tive•of DTC '(and any payment is made to Cede & Co. or to such other entity as is requested by' an authorized representative of DTC)., ANY .TRANSFER,, •PLEDGE', OR . OTHER .. USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON'IS'WRONGFtTh':` inasmuch as the. registered owner. hereof, , Cede &. , Co.., has an., interest Herein.) t SECTION 108 GOVERNMENT GUARANTEED PARTICIPATION CERTIFICATE Evidencing a Fractional Undivided Interest in a portion " -'of A. --Trust, consisting ..of Notes issued•.,by UNITS OF GENERAL -LOCALGOVERNMENT AND. PUBLId AGENCIES -' DES IGNATEb"'BY SUCH. ..IINIT5., OF GENERAL',•; LOCAL GOVERNMENT. and fully guaranteed as to timely payment of principal :and interest;: by THE'SECRETARY OF:iiOUSING-AND•URHAN DEVELOPMENT ' Certificate No - SERIES: '' HUD' 19' -- Pass -Through Interest ••Mate: •• • • . Date of Issuance: Distribution Dates:.., Maturity Date: Original. Principal Amount representing a ( jI Fractional' Undivided Interest in.a portion of a Trust consisting of the'"?rincipa1 Amounts of the.. Notes .dye on the Principal Due Date 'set forth b4j6w` Principal Due Date: CUSIP No.: This language will appear only on Certificates held"by DTC or' its nominee. 33WDG105.13/11470/00043/630$ January 31. 199S A-1 this Certificate' is `registered at the close of business on the Business Day immediately preceding such Distribution .Date. (the "Record Date"), an amount 'equal' to accrued interest .and receipts in: respect of principal due on* Notes having the same Principal Due Date as set forth on•this Certificate, including any Guaranty, payments made by the Secretary; but excluding the amounts,. if -any, .. received as late payments of principal,and• interest and respecting..; which the Secretary has made Guarantee•Payments.,. Interest will "accrue on ' the "outs tandingz•'principal 'amount ,.of, this Cert:i ioatd "at the'• • Pass -Through Interest -Rate stated . above.,. calculated on the basis of a year -.-of 360. days-j'.cons•isting:, of •twelve•• . 30 -day ''tnonths, 'from the -'Date of :'Issuance•- until payment•• of: such:• principal amount shall have 'been- made -or. duly .-provided. for, ....and.., interest so accrued 'will' be payable semi-annually on.. ......each.. Distribution Date:' Where DTC or its nominee is the sole. • Certificateholder, .., distributions- shall be made in accordance with the applicable Metter• of Representations. If DTC or its nominee is not .the sole Certificatehold'er, ' distributions 'shall be 'made M,, by- the Trustee.; " or other paying agent -to Certificateholders holding Certificates in an aggregate principal amount. of $1 million .or more ' by, . wire transfer for the account of such Person in immediately available BWDC/10S.15/11470/00 Y6303 January 31.199S A'-3 This Certificate is one'of a duly authorized issue of Section 3.08 Government Guaranteed Participation Certificates of the Series - met ' forth on the' face -of this' Certificate (herein called the "Certificates") and representing the Fractional 'Undivided •Interest.,... set forth on the face hereof in.' M 'a�'portion•' of a Trust, consisting of the Principal Amounts of, Notes, due'"on the .Principal Due Date: specified above; (ii) such • funds as from:' time to time may be:.' credited to the"certificate account relating to'this•Series created: by the Trustee pursuant 'to the Agreement- (the "Certificate: Account")' and (iii) the -"Guaranty with. respect to such Notes, (the . Notes," such •funds 'credited to "'the -'Certificate Account, :and. the:-;. Guaranty being hereinaf,ter'aal'led .the -Trust")'. The timely.: payment; :•. ' of principal and interest is guaranteed by the Secretary pursuant to the Guaranty. By a6ceptance'2iereof, the''Certificateholder acknowledges -and agrees that, in consideration for -the Guaranty and. the 'Secretary's guarantee of the timely payment of all distributions payable with respect to' this ' Certif'i'cate,' ' the 'Secretary has appointed the Trustee to admnister•the Notes in accordance with the 'express: tezms of the Agreement but shall retain full power and authority., acting alone, 'to do any- and' all - things in' connection with such ' administration which it may• deem• necessary or desirable, and-shall- have nd•shall••have the sole and exclusive right to take actioin an'd*assert claims BWDCJ105.1511147=004316303 January 31. 1995 A_ g segistratiori of transfer, the Secretary. and the Trustee and any agent of ' the Secretary or the Trustee may treat the person' in whose , name this Certificate is registered as the owner hereof .for all purposes., and neither the secretary, the Trustee'nor any.such agent..-. shall be affected by notice to the contrary. Pursuantto the .Agreement, the Secretary will maintain a designated office or*agency where`.Certificates may be surrendered.. Xor r registration of transfer or exchange. .and. where -notices :.and.. demands 't.o or upon the Secretary in respect of the Certificates and., rlie Agreement may be served'.- The' -Secretary has initially .appointed the 'Corporate. -Trust Office' of the. Trustee, as., such. of f -ice-,- for .said.. purpose§.. The Secretary will' give prompt. written, notice to.. the . , Trustee and the Certificateholders' 'of any -change -In the location :of.;., any such' office 'or agency: The Trustee is the registrar -of the -Certificates., The,Trustee. shall cause to be kept at the office or agency referred to above'a Certificate Register in. which the Trustee shall .provide for the registration of 'Certificates and. of transfers and exchanges of Certificates as provided in the -Agreement. A service charge equal to a reasonable fee of the Trustee shall be charged to the Person presenting this Certificate for ZWDG103.15111470/00043/6305 Im-ry 31. 1995 A- 7 The obligations created'by the Agreement and the Trust created thereby with respect to this Certificate shall terminate upon the final payment of the last remaining Principal.Amount, together with accrued and unpaid interest thereon, to the Certificaholders by the Trustee or the secretary-orpursuant to applicable law with respect to unclaimed funds as the case may be. M'VDG105.15/114701000431630S January 31. 1993 A-9 B (FORM OF CERTIFICATE GUARANTEE]. The Secretary hereby unconditionally guarantees to the Certificateholder, when this Certificate.Guarantee.is executed on behalf of - the Secretary, 'authenticated and delivered by. the Trustee, the timely payment of all distributions payable with respect to this Certificate when and as the same shall become due . and payable according to the terms of this Certificate and of the Agreement. The Secretary" hereby agrees that the- Secretary's obligations hereunder shall be unconditional, irrespective of the validity, xegularity or:enforceability of this. Certificate or..the Agreement, the absence of any action to enforce the .same,• any waiver or. consent by the Certificateholder or by the Trustee with respect to any provisions' hereof or of the Agreement, .the; recovery of any judgment against the .Secretary or any action to enforce, the same ;or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Secretary hereby-waives,diligence, ptesentllient,.demand of payment, any right to require a proceeding first. against the. Trust, protest or notice -with respect to this Certificate,:and all demands whatsoever, and covenants that this Certificate Guarantee will not be discharged IIWDGI05.15111470/00043/6305 January 31. 1995 A-11 IN WITNESS WHEREOF, the Secretary has caused this Certificate Guarantee to be duly executed. SECRETARY OF HOUSING AND URBAN -DEVELOPMENT: By: Titles MMC/105.15/11470/00043/6305 Ja=ry 31. 1995 A-13 ZXZIBIT B SUPPLEMENT relating to $ Aggregate Original Principal Amount SECTION 168 GOVERNMENT GTIARANTEED PARTICIPATION -CERTIFICATES, SERIES HUD 19 This SUPPLEMENT, is entered into by the SECRETARY OF HOUSING:..: .AN- URBAN.- DEVELOPMENT (the "Secretary") and CHEMICAL BANK, as trustee (the :!'Trustees'), under that certain Trust Agreement, dated' Zannary 1, 1995,, by and between the Trustee and the Secretary;' s sponsor of a Trust created on behalf of certain units of general'. `.'. local .government and public agencies designated by such units- of general. local government (the "Agreement") . All capitalized 'terms �. used•but.not.defined herein have the meanings ascribed thereto'in. the Agreement.. WITNESSETH WHEREAS, pursuant to the Agreement, the Trustee is to hold in tru.st,cer,,tain.Notes guaranteed by the Secretary and to issue Certificates evidencing beneficial interests i1i a trust consisting of such Notes (the "Trust,,); and . WHEREAS, pursuant to the Agreement, the Secretary arid' -the' Trustee are to enter into this Supplement whereby the Secretary delivers the Notes and related Guaranty totheTrustee and the Secretary directs the Trustee to issue the Certificates; BWDC/105.15/11470/00043/6303 January 31. 1993 13-1 gyp., �Y Participation Certificates:,.Series Hm'j.9 Guaranteed by the Secretary of Housing and Urban Development.n b. - Issuance oi� Cartifieat a, pursuant to Section 2.03 Of the Trust Agreement, the Trustee is hereby authorized .and. directed to execute on behalf of the Secretary, authenticate and deliver, -on this date, in the name of'tie Certificateholder, the Certificates specified on the attached Schedule 2 against receipt of the Notes, the• related Guaranty and this Supplement. 3. - Acknowledgments and Cr*if;catioris. a. The Secretary hereby certifies. that it has satisfied all conditions on its part to' be"' performed or satisfied as a condition to the issuance of the foregoing Certificates. Without limiting the provisions of Section 3.11 and Section 7.01 of the Agreement,'the Secretary further certifies that the Trustee shall be paid, for services rendered in connection- with the administration of the Trust. assets listed on the attached Schedule 1, and pursuant to Section 7.01 of the Agreement, a fee of $ b. The Trustee hereby acknowledges receipt of the Trust - assets listed on the attached Schedule 1. IMMCII05.15/11470AM4316305Ja=ry3t. 1995 B=3 SCHEDULE 1 TO SUPPLEMM;T TO TRUST AGREEMZIT TRUST ASSETS ASSIGNED TO TRUSTE PRINCIPAL DUE DATE INTEREHT RATE Jr Aggregate Principal Amounts Due on above Principal Due Dates Principal 'Boxxower Amounts .199 lwgg . 199 i--_ 200 200 B«'DC./105.15t11410/0004316305 January 31, 1993 EXHIBIT C (FORM OF NOTICE OF MISSED BORROWER PAYMENT FROM TRUSTEE TO SECRETARY] r Secretary U.S. Department of Housing and Urban Development 951 Seventh Street- S.W. Washington, D.C. 20410 Attention: Director, Financial Management Division Office.of the Assistant Secretary for Community Planning and Development Re: Trust Agreement, dated as o£ . 19 Dear Sir gr Madam:. We are furnishing this notice to you pursuant to Section 3.06 of the Trust Agreement, dated as of , 19, between you and :the Secretary providing for the issuance. of Sevction 108 Government Guaranteed Participation Certificates, Series HUD 199 - (the "Trust Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned in the Trust Agreement. This letter confirms our'earlier telephone notice to you that ^we have-not received the payments listed.below required to be made on the corresponding'listed Notes:, Original Aggregate Amount of Date of Principal Amount Missed Missed Borrower of Note Payment Payment BNDG105.13111470/000431630S hnwry 31, 1993 EXHIBIT D [FORM OF NOTICE FOR GUARANTEE PAYMENT FROM TRUSTEE TO SECRETARY] Secretary U.S. Department of Housing and Urban Development 451 Seventh Street' S.W. Washington, D.C. 20410 Attention:.- Director, Financial Management Division Office of the Assistant Secretary for Community Planning and Development Re. Trust Agreement dated as of ig Dear Sir or Madam: We sire furnishing this notice to you pursuant to Section 3.06 of the Trust Agreement, datedas of , 19_, between you and the Secretary providing for the issuance of Section loe Government Guaranteed Participation Certificates, Series HUD 199 (the•°Trust Agreement"). Capitalized terms used herein and'not otherwise defined herein shall have the meanings assigned in -the Trust Agreement. This letter confirms our previous telephone notice to you that we have not received the payments 'required to be made on the following Notes: Original Aggregate Principal Amount Borrower of Note Amount of Date of Missed Missed Payment Payment We are writing this letter to inform you that you are required pursuant to your Guaranty of such Note to make a Guarantee Payment IMC1105.15/11470/00043/6305 January 31. 1995