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ARA1981-042RESOLUTION NO. ARA91 -42 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF ANAHEIM REDEVELOPMENT AGENCY HISTORICAL REHABILITATION REVENUE NOTES SERIES 1981 -A (URO INVESTMENTS PROJECT), AND ESTABLISHING THEIR TERMS AND PROVIDING FOR THEIR SECURITY AND PROVIDING COVENANTS FOR THEIR PROTECTION. WHEREAS, the Anaheim Redevelopment Agency as Issuer is authorized by the Act to finance the rehabilitation of historical properties, without itself acquiring title, in the accomplishment of certain public purposes; and WHEREAS, the Issuer is authorized to enter into a Project Agreement with URO Investments, a California partnership (hereinafter referred to as the "Company ") for the rehabilitation of an historical building by the Company, for the making of a loan by Issuer to Company to pay or reimburse for the payment of certain of the costs, the repayment obligation of which loan is evidenced by a secured promissory note of the company, and for the payment of moneys under said note by the Company to the Issuer and the performance by the Company of other duties and obligations; and WHEREAS, the Issuer is authorized by the Act to issue special obligation notes for the purpose of financing said activities, and to secure the payment thereof by, among other things, pledge of the revenues to be derived by the Issuer with respect to said building; and WHEREAS, Notes of the Issuer of substantially the tenor and amount hereinafter set forth are required for said purpose; and to provide therefor the Issuer by action duly taken hereby authorizes this Indenture. NOW, THEREFORE, BE IT RESOLVED by the Anaheim Redevelopment Agency as follows: -1- ARTICLE I DEFINITIONS Section 1.0 Definitions. For all purposes of this Indenture, except as otherwise provided or unless the context otherwise requires, the terms defined in this section have the meanings assigned to them in this section and'include the plural as well as the singular, and all accounting terms not otherwise defined in this Indenture have the meanings assigned to them in accordance with generally accepted accounting principles. Account means the special trust account described in Section 4.2 hereof. Act means the Marks Historical Rehabilitation Act (Section 37600 et se q. California Health and Safety Code), and all acts supplemental tTero or amendatory thereof. Administration Expenses means the reasonable expenses incurred by the Issuer which relate to administration of the Bank Loan Agreement, and any documents which may be referred to in the Bank Loan Agreement, such as the Project Agreement, the Assignment, this Indenture and the Notes, including (but not limited to) expenses the Issuer has agreed to pay under the Bank Loan Agreement, and the amount of all advances of funds the Issuer may make therefor, which are made by or for the Issuer, with interest as provided in the Project Agreement. Bank means any bank which becomes a party to the Bank Loan Agreement, and successors or assigns. Bank Loan Agreement means the Bank Loan Agreement authorized by the Issuer by Resolution adopted the same date as this Indenture to be entered into by the Issuer with Union Bank, a California state bank corporation, providing for a loan to the Issuer in the amount of not to exceed $1,550,000, as supplemented, modified or amended from time to time. Building means the Building as defined in the Project Agreement. Code means the Internal Revenue Code of 1954, as amended. Company means the Person so defined in the Bank Loan Agreement. Company Note means the instrument so defined in the Project Agreement. -2- Completion Date means the date so defined in the Project. Agreement. Date of Taxability means the term so defined in the Project Agreement. Determination of Taxability means the terms so defined in the Project Agreement. Guarantor means a Person so defined under the Bank Loan Agreement. Holder when used with respect to the Notes means the Noteholder. Indenture means these presents, as originally adopted or as from time to time supplemented, modified or amended by any Supplemental Indenture adopted pursuant to these presents. All reference in these presents to " Articles ", " Sections " and other subdivisions are to the corresponding articles, sections or subdivisions of these presents as originally adopted, and the terms "herein ", "hereof ", "hereunder", and other words of similar import.refer to this Indenture as a whole and not to any particular article, section or subdivision. Interest Payment Date means a Stated Maturity of interest on the Notes. Issuer means the Anaheim Redevelopment Agency, and its successors as provided by law. Maturity when used with respect to the Notes means the date on which the principal of or interest on such Notes, as the case may be, becomes due and payable as therein and herein provided, whether at the Stated Maturity or, with respect to principal, by declaration of acceleration, prepayment or otherwise. Notes means the instruments for the payment of money authorized pursuant to and secured by this Indenture and all Supplemental Indentures. Noteholder means that Person who is the registered owner of the Notes pursuant to Section 3.3 hereof. Person means any individual, corporation, partnership, joint venture, association, joint -stock company, trust, unincorporated �- organization or government, political subdivision thereof, or public entity, or any agency or instrumentality of a government, political subdivision or public entity. Place of Payment means the banking office of the Bank at which the Notes are payable. -3- Prime Rate means the term so defined in the Project Agreement. Project means the term so defined in the Bank Loan Agreement. Project Agreement means the agreement so defined in the Bank Loan Agreement. Rehabilitation means Rehabilitation as defined in the Project Agreement. Resolution means the resolution of the Issuer so defined in the Bank Loan Agreement. Revenues means all income of, amounts payable to and all other amounts derivable by, the Issuer under the Project Agreement or from the Project or as a result of its undertaking the Project, except the proceeds of the sale of Notes and amounts received as indemnification or Administration Expenses, but including any interest or other income derived from the investment of any of the funds provided for in this Indenture, except interest or profit on investment of the Account received prior to the Completion Date. Stated Maturity when used with respect to any Note or any interest thereof, means the date specified in such Note as the fixed date on which the principal of such Note, or in the case of interest, such interest, is due and payable. Supplemental Indenture means any resolution hereafter duly adopted by the Issuer in accordance with the provisions of Section 5.0 of this Indenture. Trust Agreement means the agreement so referred to by the Bank Loan Agreement. Trustee means the person so designated at the time, pursuant to the Trust Agreement, including any successor Trustee as therein provided. Section 1.1 Proof of Note Holdings The amount of Notes held by any Person, the distinguishing numbers of the Notes held by such Person, and the date of his holding the same, may be proved pursuant to the registration records maintained pursuant to Section 3.3. Section 1.2 Effect Binding Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of the Notes shall bind every future Holder of the same Notes and the Holder of every Note issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Issuer in reliance thereon, whether or not notation of such action is made upon such Notes. -4- Section 1.3 Notices, etc., to Issuer. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Issuer by any Noteholder or by the ;ompany shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, to the Secretary of the Issuer, at 76 South Claudina Street, Anaheim, California 92805, or if that address is changed, then at the address last furnished in writing by the Issuer pursuant to the Bank Loan Agreement. All notices, certificates or other communications hereunder shall be sufficient if given and shall be deemed given, if to the Company, as provided in the Project Agreement, and if given either to the Issuer or to the Company, a duplicate copy shall also be given to the other. Section 1.4 Notices to Noteholders Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Holder of Notes affected by such event, at his address pursuant to the registration records, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. However, notice shall not be effective with respect to any Noteholder until actually received by such Holder. Section 1.5 Waiver of Notice Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Secretary, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. ARTICLE II NOTE FORM Section 2.0 Form General. The form of the Notes shall be substantially as provided in Schedule 1 hereto attached and made a part yereof. The form shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may, consistently herewith, be determined by the officers executing such -5- Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. ARTICLE III THE NOTES Section 3.0 Title and Terms (a) Issue The Notes shall be designated the Anaheim Redevelopment Agency Historical Rehabilitation Revenue Notes, (URO Investments Project) and the aggregate amount of Notes that may be issued under this Indenture shall equal the amount to be purchased by Bank pursuant to the Bank Loan Agreement, but in any event shall not exceed $1,550,000 except for Notes delivered in exchange for or in lieu of other Notes, pursuant to Sections 3.2, 3.3, 3.4, 5.2 and 5.3. (b) Denominations Notes evidencing the unpaid principal obligation of the loan shall be issued. (c) Date and Maturity The Notes shall be dated the date of delivery, and shall mature in a single installment on the first day of the month which is 60 calendar months from the original date of delivery. (d) Interest (1) The unpaid principal balance of the Notes outstanding from time to time shall bear interest from the Interest Payment Date next preceding the date of delivery thereof unless the date of delivery is an Interest Payment Date, in which event from such Interest Payment Date, or. unless the date of delivery is prior to the first Interest Payment Date (the "original" date of delivery), in which event the Notes shall bear interest from their date, at the rate adjusted daily (computed for the actual number of days elapsed on the basis of a 360 -day year and a 30 -day month), to be determined as follows: W'M (I) To and including December 31, 1982, a rate determined by multiplying (i) the Prime Rate plus three percent (3 %) per annum by (ii) the factor .50928; (II) From December 31, 1982, a rate determined by multiplying (i) the Prime Rate plus two and three quarters percent (2 3/4 %) per annum by (ii) the factor .50928; payable on the first day of each month of each year and at maturity. (2) The rate of interest referred to in Subdivision (1) shall change as of the date of any change in the Prime Rate. Notwithstanding any provision hereof to the contrary, the obligations of the Issuer under the Notes shall be subject to the limitation that payments shall not be required to the extent that receipt of any such payment by the Noteholder would be contrary to the provisions of federal or California law applicable to such Noteholder which limits the maximum rate of interest which may be charged or collected by such Noteholder. (3) In the event that interest on the Notes becomes includable in the Holder's gross income for federal or state income tax purposes, pursuant to a Determination of Taxability, beginning on the Date of Taxability the interest rate shall be increased to the interest rate to be determined as follows: (I) To and including December 31, 1982, a rate of three percent (3 %) per annum above the Prime Rate; (II) From December 31, 1982, a rate of two and three quarters percent (2 3/4 %) per annum above the Prime Rate; (e) Interest After Maturity Any principal on the Notes not paid when due (whether by acceleration or otherwise) shall thereafter bear interest at the rate determined pursuant to Subsection (d), including as such rate may be adjusted upon a Determination of Taxability, plus (to the extent lawful) the rate of five percent (5%) per annum, until payment of an amount sufficient to pay the entire amount then due. (f) Manner of Payment All principal, interest and other amounts payable under the Notes shall be payable in lawful money of the United States of America, in immediately available funds, and payment shall be made no later than 11 :00 a.m., official time at the Place of Payment, on the due date, except that the principal shall be paid only upon the surrender of the Notes to -7- the Issuer. If any payment falls due on a Saturday, Sunday or public holiday at the Place of Payment, then the due date for all payments then due shall be extended to the next succeeding day which is a full business day at such Place of Payment and interest shall be payable in respect of such extension. The manner of payment shall otherwise be as provided by the Bank Loan Agreement. (g) Where Payable The Notes shall be payable at the banking office of the Bank designated in the registration record. pursuant to the Bank Loan Agreement, or successor or assign. (h) Numbers Notes of a Series shall be numbered consecutively from the earliest date of delivery, commencing with Number R -1. (i) Negotiable The Notes shall be negotiable to the extent provided by law. (j) Prepayment and Redemption Prepayment of the Notes may, and in certain cases shall, be made. Upon each prepayment, interest on the principal amount prepaid, accrued to the prepayment date, shall be paid on such prepayment date. The provisions of this Subsection (j) and of the applicable of either Subdivision (1) or (2) shall apply. (1) The Issuer shall have the right to prepay the Notes, in whole or in part, without premium or penalty, upon no less than 30 days' notice to the Bank. (2) The Issuer shall prepay (i) the entire outstanding principal amount of the Notes with unpaid interest immediately upon receipt by the Issuer of sums payable by the Company under the Project Agreement in respect of any option provided the Company by the Project Agreement sufficient to prepay the entire unpaid principal balance of the Company Note and /or the Notes, any "Event of Default" specified in the Project Agreement, or any other event which under the Project Agreement requires the Company to provide for the prepayment or redemption of the Company Note and /or the Notes, and (ii) the Notes, in whole or in part, on the date of completion of the Project as certified in accordance with the Project Agreement or December 31, 1982, whichever is earlier, in an amount equal to and with the moneys, if any, standing to the credit of the Account on such date after sale of all investments, if any, then held in the Account, after set aside of final costs and expenses, or thereafter from available amounts subsequently recovered in the event of default of any contractor or subcontractor under any construction contract made in connection with the Rehabilitation of the Building, or immediately upon receipt by the Issuer of and to the extent of any sums payable by the Company under the Project Agreement in respect of any other event which under the Project Agreement requires or permits the Company to provide for the prepayment or redemption of the Company Note and /or the Notes. (k) Acceleration of Maturity The maturity of the unpaid principal balance of the Notes may be accelerated and the whole together with interest and any other amounts shall become due and payable upon declaration by the Holder upon the occurrence and continuance of an "Event of Default" pursuant to the Bank Loan Agreement. In such event the unpaid principal and interest due shall thereafter bear interest at the same rate or rates applicable to overdue principal. At any time after such declaration and before judgment or decree for payment of money due has been obtained, the Holder, by written notice to the Issuer, may rescind and annul such declaration and its consequences if the default has been cured. (1) Series. The Series 1981-A. (m) Late Charge principal or interest (10) days of the due of ten cents for each defraying the expense delinquent payment. Notes shall be issued in a single series, In the event that any payment of on the Notes shall not be made within ten late, the Holder may charge a late charge dollar so overdue, for the purpose of incident to the handling of such (n) Collection and Other Costs In addition, the Issuer shall, subject only to any limitation imposed by applicable law, pay all costs of collection and all other expenses, to the extent and as provided by the Bank Loan Agreement, with interest at the same rate or rates applicable to overdue principle. Section 3.1 Execution and Delivery (a) Execution The Notes shall be completed in accordance with this Indenture and executed on behalf of the Issuer by its Chairman under the seal of the Issuer affixed thereto and attested by the Secretary. The signature of any of these officers on the Notes may be manual or facsimile. (b) Continued Authority Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any 'of them have ceased to hold such offices prior to the delivery of such Notes or did not hold such offices at the date of such Notes. -9- (c) D��el__i__ve Forthwith upon the adoption of this Indenture,, or time to time thereafter, Notes up to the amount provided by Section 3.0 may be executed by the Issuer, and delivered as provided by the Resolution. Section 3.2 Temporary Notes (a) Issuance Pending the preparation of definitive Notes, the Issuer may execute, and as provided by the Resolution shall deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination substantially of the tenor of the definitive Notes in lieu of which they are issued, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as evidenced by their execution of such Notes. (b) Exchange. If temporary Notes are issued, the Issuer Will cause detinitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon, surrender of the temporary Notes to the Issuer, without charge to the Holder. Upon surrender of any one or more temporary Notes the Issuer shall execute and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes. Section 3.3 Registration, Exchange and Transfer of Notes (a) Notes Registrable. The Notes are issuable only in registers form The Issuer shall maintain registration records of the Persons and addresses, together with the delivery dates, registration numbers and unpaid principal amounts at date of delivery, of the Holders. (b) Notes Exchangeable Notes may be exchanged for Notes of like unpaid principal amount of the same Series. Whenever any Notes shall be surrendered for exchange, the Issuer shall cause to be executed and shall deliver new Notes of the same Series aggregating the unpaid principal amount. (c) Transfer of Notes Any of the Notes may, in accordance with its terms, be transferred, by the Holder, or by the Holder's duly authorized attorney, upon surrender of such Notes for cancellation, accompanied by delivery of a written instrument of transfer, in a form approved by the Issuer, duly -10- executed. Whenever any Notes shall be surrendered for transfer, the Issuer shall cause to be executed and shall deliver new Notes of the same Series aggregating the unpaid principal amount. (d) Effect The Person in whose name the Notes are issued as provided by the registration records shall be deemed the Holder thereof for all purposes of this Indenture and payment of or on account of the principal thereof and the interest thereon shall be made only to or upon the order in writing of such Person. All payments so made shall be valid and effectual to satisfy and discharge liability upon the Notes to the extent of the sum or sums so paid, despite any notice to the contrary. (e) Service Charges Expenses (including any printing expenses or other fees) for any transfer or for any exchange of Notes and a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange of Notes shall be paid by the Holder requesting same as a condition precedent to performance by the Issuer of its obligations respecting such transfer or exchange. Section 3.4 Mutiliated, Destroyed, Lost and Stolen Notes (a) Execution, Authentication and Delivery. If (i) any mutilated Note is surrendered tot the Issuer or the Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Issuer that such Note has been acquired by a bonafide purchaser, the Issuer shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like date and Series, bearing the same number or numbers and with such notations as the Issuer determines. (b) Service Charges Upon the issuance of any new Note under this Section, the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including any printing expenses or other fees) connected therewith shall be required of the Person to whom the new Note is delivered. (c) Effect Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute __. an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. However, the Issuer shall not be required to treat both the original Note and any -11- duplicate Note as being outstanding for the purpose of determining the aggregate amount of Notes that are issued hereunder, but both the original and duplicate Notes shall be treated as one and the same. All Notes issued upon any exchange of Notes pursuant to this Section shall evidence the same debt and be entitled to the same benfits under this Indenture as the Notes surrendered upon such exchange. (d) Remedy Exclusive The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 3.5 Cancellation All Notes surrendered for payment, redemption, purchase, transfer or exchange shall, if surrendered to any Person other than the Issuer be delivered to the Issuer and, if'not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Issuer for cancellation any Notes previously delivered hereunder which the Company may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Issuer. No Notes shall be delivered in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Issuer shall be destroyed by the Issuer and certificate of the destruction thereof provided the Company. ARTICLE IV REVENUES AND ACCOUNTS Section 4.0 Pledge of Revenues All of the Revenues are hereby irrevocably pledged to the security of and punctual payment of the interest on and the principal of the Notes, and the Revenues shall not be used for any other purpose while any of the Notes remain outstanding. This pledge shall constitute a first and exclusive lien on the Revenues for the payment of the Notes in accordance with the terms hereof and thereof. Section 4.1 Account A separate account is hereby established as hereinafter in this Article IV described. All moneys required by the terms of this Article IV to be credited or transferred to such `account shall be credited or transferred as in this Article provided. -12- Section 4.2 Trust Account. (a) Special Account A single special trust account of the Issuer is hereby authorized to be established with the Trustee pursuant to the Trust Agreement, designated "Anaheim Redevelopment Agency Historical Rehabilitation Revenue Notes, Series 1981 -A (URO Investments Project) Account ". (b) Moneys Held in Trust All moneys credited or transferred to the Account shall be held in trust for the purposes and shall be disbursed only as hereinafter specified. (c) Inclusions The following amounts shall be deposited in or transferred to the Account upon receipt: (1) the proceeds from the sale of the Notes; (2) the amounts which may, pursuant to Section 5.19(d) of the Project Agreement, be deposited by the Company in the Account to pay all costs of the Project; (3) interest or other profit on deposit or investment of amounts deposited in the Account; and (4) amounts recovered prior.to the Completion Date as damages or otherwise under contracts respecting Rehabilitation of the Building, or under fire or other insurance or in connection with condemnation respecting the property described in Annex I(1) of the Project Agreement, and which are required to be deposited in the account. (d) Purposes Amounts deposited in or transferred to the Account shall be disbursed by the Trustee in accordance with the Project Agreement and as is further provided by the Trust Agreement. (e) Balance The balance in the Account after completion of the Project and sale of all investments by the Trustee, after set aside of final costs and expenses, shall be paid to the Bank in prepayment of the Notes as provided by Subdivision (ii) of paragaraph (2) of Subsection (j) of Section 3.0. Section 4.3 Investments All moneys deposited in or transferred to the Account may be deposited or invested as provided by the Trust Agreement. Section 4.4 Appointment of Trustee The outstanding Notes shall have the right to appoint - as provided by the Trust Agreement. Holder of the a successor Trustee -13- ARTICLE V MODIFICATION OF INDENTURE Section 5.0 Supplemental Indentures With the written consent of the Holder of the Notes affected thereby, the Issuer may adopt a resolution or resolutions supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holder of the Notes under this Indenture. Section 5.1 Effect of Supplemental Indentures Upon the adoption of any supplemental resolution under this Article, this Indenture shall be modified in accordance therewith, and such supplemental resolution shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter delivered hereunder shall be bound thereby. Section 5.2 Reference in Notes to Supplemental Indentures. Notes delivered after the adoption of any supplementa reso ution pursuant to this Article may bear a notation as to any matter provided for in such supplemental resolution. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to any such supplemental resolution may be prepared and executed by the Issuer and delivered in exchange for outstanding Notes. Section 5.3 Reference in Notes to Supplemental Assignments. Notes delivered after the execution of any supplemental agreement pursuant to Article IV of the Assignment may bear a notation as to any matter provided for in such supplemental agreement. If the Issuer .shall so determine, new Notes so modified as to conform, in the opinion o the Issuer, to any such supplemental agreement may be prepared and executed by the Issuer and delivered in exchange for outstanding Notes. Section 5.4 Consent of Company Under the Project Agreement. Anything herein to the contrary notwithstanding, any supplementa resolution under this Article which affects any rights, powers and authority of the Company under the Project Agreement or requires a revision of the Project Agreement shall not become effective unless and until the Company shall have consented in writing to such supplemental resolution, unless the Company is then in default the Project Agreement. Section 5.5 Modification or Amendment This Indenture shall not be modified, amended or changed, except by supplemental resolutions as provided in this Article. -14- ARTICLE VI COVENANTS Section 6.0 Payment of Principal and Interest. The Issuer will duly and punctually pay the Notes in accordance with the terms of the Notes and this Indenture. Section 6.1 Events of Default and Remedies. Upon the occurrence of an "Event of Default' as de ine in the Bank Loan Agreement, the Noteholders shall have the remedies therein provided in accordance therewith. Section 6.2 Faithful Performance and Further Assurance. The Issuer will faithfully observe and perform all the covenants and conditions of, and will from time to time execute and deliver such further instruments and take such further action as may be reasonable and as may be required to carry out the purposes of, this Indenture. ARTICLE VII MISCELLANEOUS Section 7.0 Successors and Assigns. In the event of dissolution or other cessation of the existence or of a material reduction in the powers of the Issuer pursuant to the terms of any valid law so providing, the successor to the Issuer's powers shall be substituted for the Issuer under this Indenture, and all of the covenants and conditions of this Indenture for the benefit of the Issuer shall inure to the benefit of such successor and such successor shall succeed to and may exercise all such rights and powers and all of the covenants and conditions of this Indenture by the Issuer shall bind such successor, with the same effect as if such successor had been named as the Issuer herein and whether or not so expressed; provided, however, that nothing herein shall have the effect of releasing the Person named as the "Issuer" in Article I of this instrument, nor of any such successor, from its liability as obligor and maker on any of the Notes. Section 7.1 Limitation of Rights Except as herein otherwise specifically provided, nothing in this Indenture or in the Notes expressed or implied is intended or shall be construed to confer upon any Person other than the Issuer and the Noteholders any benefit or any -15- legal or equitable right, remedy or claim under or in respect to this Indenture or any covenant or condition therein or herein contained; and all such being intended to be for the sole and exclusive benefit of the Tssuer and the Noteholders. Section 7.2 Limitation of Liabilities (a) Issuer Officers, Employees and Agents No covenant or condition of this Indenture or of the Notes shall be deemed to be the covenant of or a condition to be fulfilled by any officer, employee or agent of the Issuer in his personal capacity, nor shall any officer of the Issuer executing the Notes be personally liable thereon or subject to any personal accountability by reason of the issuance thereof. (b) Issuer (1) All of the Notes shall be special obligations of the Issuer, the principal of and interest on which shall be payable, subject to the security provided pursuant to the Act, solely out of the Revenues derived from the Project. (2) The Notes shall not be deemed to constitute a debt or liability of the Issuer or a pledge of its faith and credit, but shall be payable solely from the Revenues and other amounts specified herein. The issuance of the Notes shall not directly, indirectly or contingently obligate the Issuer to levy or pledge any form of taxation or to make any appropriation for their payment. Section 7.3 Severability In case any one or more of the provisions of this Indenture or of the Notes shall for any reason be held to be invalid, illegal or unenforceable in any circumstance, such invalidity, illegality or unenforceability shall not have the effect of rendering the provision in question invalid, illegal or unenforceable in any other circumstance and shall not affect the validity, legality or enforceability of any other provision, and as to the circumstance in which any provision shall be held to be invalid, illegal or unenforceable, this Indenture and the Notes shall be construed as if such provision had never been contained therein or herein. Section 7.4 Headings The headings or titles of the several 'articles, Sections and Subsections or Subdivisions hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Indenture. -16- THE FOREGOING RESOLUTION is approved and adopted by the Anaheim Redevelopment Agency this 29th day oember, 1981. AHEIM REDEVELOPMENT AGENCY ATTEST: SECRETARY ANAHEIM REDEVELOPMENT AGENCY WMAM:GAL:FAL:jh _1,7._ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LINDA D. ROBERTS, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA81 -42 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 29th day of December, 1981, by the following vote.of the members thereof: AYES: AGENCY MEMBERS: Overholt, Kaywood, Bay, Roth and Seymour NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 29th day of December, 1981. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of December, 1981. SECRETAR OF THE ANAHEIM EVELOPMENT AGENCY (SEAL)