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HomeMy WebLinkAbout1990-059 . ~ . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 90-59 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. TWO TO THE LOAN AGREEMENT REGARDING CENTRAL CITY PROMENADE. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor and Common Council of the City of San Bernardino is hereby authorized and directed to execute Amendment No. Two to the Loan Agreement between the City of San Bernardino and Central City Promenade, in the form of a copy of said Amendment attached hereto as Exhibit "A". SECTION 2. Said Amendment shall not take effect until fully signed and executed by all parties. The City shall not be obligated hereunder unless and until the Amendment is fully executed and no oral agreement relating thereto shall be implied or authorized. SECTION 3. This resolution is rescinded if the parties to the Amendment fail to execute it within sixty (60) days of the passage of this resolution. / / / / / / / / / / / / / / / / / / / / / / / / DAB/ses February 7, 1990 .' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. TWO TO THE LOAN AGREEMENT REGARDING CENTRAL CITY PROMENADE. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 19th day of February 1990, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ESTRADA x REILLY x FLORES x MAUDSLEY x MINOR x POPE-LUDLAM x MILLER x ~#/?t?/~J/'/ . CIty Clerk The foregoing resolution is hereby approved this ,~/~~- day of Februarv , 1990. Approved as to form and legal content: JAMES F. PENMAN, City Attorney BY:~) ./ DAB/ses February 7, 1990 , . AMENDMENT NO. TWO TO THE LOAN AGREEMENT This Amendment No. Two to the Loan Agreement, as amended, dated as of December 15, 1984 between the City of San Bernardino, a chartered city duly organized and existing under the Constitution of the State of California and its City Charter (the "Issuer") and Central City Promenade, a California limited partnership (the "Company") (the "Loan Agreement") is made and entered into as of February 19, 1990 between the Issuer and the Company, with the consent of Trust Services of America, Inc., a California corporation (the "Trustee") and The Chase Manhattan Bank, N.A. (the "Purchaser") (the "Amendment"). Capitalized terms used in this Amendment and not otherwise defined shall have the same meaning as in the Loan Agreement. WIT N E SSE T H: WHEREAS, Section 9.06 of the Loan Agreement provides that the Issuer and the Company may amend the Loan Agreement with the consent of the Trustee; and WHEREAS, Section 1202 of the Trust Indenture dated as of December 15, 1984 between the Issuer and the Trustee (the "Indenture") provides that "neither the Issuer nor the Trustee shall consent to any. . amendment of the Loan Agreement . . without publication of notice and mailing and the written approval or consent of the Holders and Owners of not less than one hundred percent (100%) in aggregate principal amount of the Bonds. . "; and WHEREAS, the Purchaser is the "Holder or Owner of every Bond"; and WHEREAS, the Purchaser's consent to this Amendment as indicated by its execution of this Amendment is sufficient to meet the consent and notice requirements of Section 1202 of the Indenture; and WHEREAS, Section 6.03(c) of the Loan Agreement provides that "prior to the Conversion Date, the Note is subject to Mandatory Prepayment, in whole, on March 1, 1990. . unless the Purchaser has given notice in writing evidencing its waiver of such redemption at least forty-five (45) days, but no more than sixty (60) days, prior to such Redemption Date to the Issuer, the Trustee and the Company"; and WHEREAS, the Company and the Purchaser desire to amend Section 6.03(c) of the Loan Agreement to provide the necessary time to amend possibly further the Loan Agreement. NOW, THEREFORE, in consideration of the mutual covenants and undertaking set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Issuer and the Company hereby agree as follows: 1. Section 6.03(c) of the Loan Agreement is amended and restated as follows: "(c) Mandatory Prepayment Upon Demand of Purchaser. Prior to the Conversion Date, the Note is subject to mandatory prepayment, in whole, on September 1, 1990, and on each fifth December 1 thereafter until maturity, at a price equal to the principal amount of Outstanding Bonds plus accrued interest to the date of prepayment, without premium, unless the Purchaser shall have given notice in writing evidencing its waiver of such redemption at least forty-five (45) days, but not more than sixty (60) days, prior to each such Redemption Date to the Issuer, the Trustee and the Company." 2. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Loan Agreement to be executed on their behalf by their duly authorized officers, and, if applicable, their corporate seal to be affixed and duly attested all as of this 19th day of February, 1990. CITY OF SAN BERNARDIN By: Its: ATTEST: By: .hL//J?:1l~{I>/ Its:/ City Clerk 814 7n/2266/03 -2- ~... I . ATTEST: By':- . Its: 8147n/2266/03 CENTRAL CITY PROMENADE, a California limited partnership By: Mark Shurgin, General Partner By: Rosiland Jonas Shurgin, General Partner CONSENT OF TRUSTEE AS REQUIRED BY SECTION 9.06 OF THE LOAN AGREEMENT: TRUST SERVICES OF AMERICA, INC. By: dv~" ~~/~ Its: Authorize Representative CONSENT OF THE HOLDER OF EACH BOND AS REQUIRED BY SECTION 1202 OF THE INDENTURE AND TO REVOCATION OF LETTER TO CAUSE MANDATORY PREPAYMENT ON MARCH 1, 1990: THE CHASE MANHATTAN BANK, N.A. By: Its: Authorized Representative -3- " .- . auser 1/natclj/71895. 7 -b/2/912 590 . . p..t~ e~ PURCHASE CONTRACT AND BILL OF SALE REc=!'~n ,. " ~~90 City of San Bernardino, San Bernardino County, CaJ.UOhU.. 300 North D Street San Bernardino, California 92418 '90 I~~...~ 16 _ _ P ,1 :17 Ladles and Gentlemen: Meridian Bank, a banking corporation duly organized and validly existing under the laws of the Commonwealth of Pennsylvania (the "Purchaser"), hereby offers to enter into this Purchase Contract and Bill of Sale (the "Purchase Contract") with the City of San Bernardino, San Bernardino County, California, a political subdivision and charter city duly organized and validly existing under the Constitution and the laws of the State of California (the "City"), subject to acceptance of such offer by the City at or prior to .m. California time, on the date of this Purchase Contract. INTRODUCTORY Pursuant to a Trust Indenture dated as of September 1, 1989, by and between the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic, duly organized and validly existing under the Constitution and the laws of the State of California (the "Agency"), and Security Pacific National Bank, as Trustee (the "Trustee"), as supplemented and amended by the First Supplemental Trust Indenture dated as of October 1, 1989, by and between the Agency and the Trustee (said Trust Indenture, as so supplemented and amended being referred to herein as the "Indenture"), the Agency issued its Taxable Collateralized Mortgage Bonds, Series 1989-A in the initial aggregate principal amount of $34,034,745 (the "Series 1989-A Bonds") and its Collateralized Mortgage Bonds, Series 1989-B in the initial aggregate principal amount of $3,080,000 (the "Series 1989-B Bonds"). Pursuant to the Indenture, the Series 1989-A Bonds and the Series 1989-B Bonds (collectively, the "Bonds") are secured by an assignment and pledge of all right, title and interest in and to the Restated Mortgage Servicing Agreement dated as of September 1, 1989 (the "Agreement"), by and between the Agency and Pacific Real Estate Mortgage Corporation (the "Servlcer"), the mortgage loans serviced pursuant to the Agreement (the "Mortgage Loans"), the related mortgage notes (the "Mortgage Notes"), the related mortgages or deeds of trust (the "Mortgages"), and all moneys, securities, Investments and funds held by the Trustee under the Indenture (all of the foregoing being referred to herein as the "Trust Estate"). Pursuant to Section 5.11 of the Indenture, upon payment In full of the principal of and interest on the Bonds and the fees, charges and expenses of the Trustee thereunder, the City Is entitled to receive certain moneys on deposit in the various funds and accounts held by the Trustee under the Indenture free and clear of the lien of the Indenture. Pursuant to Article VII of the Indenture, upon payment or upon provision for payment of the principal of and Interest on the Bonds and all sums due or to become due to the Trustee under the Indenture, the City is entitled to receive all right, title and interest in the Mortgage Loans, the Mortgage Notes and the Mortgages held by the Trustee under the Indenture free and clear of any lien of the Indenture. The rights of the City under Section 5.11 and Article VII of the Indenture are defined below as the "Residual Interp.st In the Trust Estate." RS-Y Pursuant to Resolution No. _ (the "Resolution"), the City is authorized and has agreed to sell the Residual Interest in the Trust Estate to the Purchaser, and the Purchaser has agreed to purchase the Residual Interest in the Trust Estate from' the City upon the terms and conditions set forth in this Purchase Contract. SECTION 1. DEFINITIONS As used in this Purchase Contract, capitalized terms shall have the meanings set forth in this Section 1, unless the context clearly otherwise requires. Any terms used herein which are not defined in this Purchase Contract shall have the meaning given to such terms in the Indenture, if defined in the Indenture. "Agency" shall mean the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic, duly organized and validly existing under the Constitution and the laws of the State. "Agreement" shall mean the Restated Mortgage Servicing Agreement dated as of September 1, 1989, by and between the Agency and the Servlcer. "Bond Documents" shall mean and include all documents and agreements executed In connection with the issuance and sale of the Bonds, including, without limita- tion, the Indenture and the Agreement. "Bonds" shall mean the Taxable Collateralized Mortgage Bonds, Series 1989-A of the Agency, issued in the initial aggregate principal amount of $34,034,745, and the Collateralized Mortgage Bonds, Series 1989-B of the Agency, issued in the initial aggregate principal amount of $3,080,000, which Bonds are currently outstanding in the amounts, and with the stated maturities and interest rates or yields set forth in the Certificate and Agreement of the Trustee executed and delivered in connection with the execution of this Purchase Contract in substantially the same form as Exhibit B attached to and made a part of this Purchase Contract. "City" shall mean the City of San Bernardino, San Bernardino County, California, a political subdivision and charter city duly organized and validly existing under the Constitution and the laws of the State. "Closing Documents" shall mean and include this Purchase Contract and all documents, agreements, instruments, certificates and opinions to be executed and delivered in connection with the purchase by the Purchaser of the Residual Interest in the Trust Estate pursuant to the provisions of this Purchase Contract, including, without limitation, the Closing Documents identified in Section 3 of this Purchase Contract. "Date of Release" shall mean that date on which all outstanding Bonds shall have been paid, or their payment irrevocably provided for, in accordance with the provisions and requirements of Article VII of the Indenture, and on which the remaining assets in the Trust Estate shall be released and delivered to the Purchaser, as assignee of the City, free and clear of the lien of the Indenture, in accordance with the provisions of the Indenture and this Purchase Contract. "Funds and Accounts" shall mean the various funds and accounts established pursuant to the provisions of the Indenture. "Mortgage Loans" shall mean and include any and all mortgage loans identified in Exhibit D attached to and made a part of the Indenture, such Mortgage -2- Loans to be in the amount and to have the terms and conditions set forth in a Certificate and Agreement of the Trustee executed and delivered in connection with the execution of this Purchase Contract in substantially the same form as Exhibit B attached to and made a part of this Purchase Contract. "Purchase Contract" shall mean this Purchase Contract and Bill of Sale. "Purchase Price" shall mean the Purchase Price to be paid to the City pursuant to the provisions of this Purchase Contract. "Purchaser" shall mean Meridian Bank, a banking corporation duly organized and validly existing under the laws of the Commonwealth of Pennsylvania, and its successors and assigns. "Residual Assets" shall mean all moneys on deposit in the Funds and Accounts, the Agreement, the Mortgage Loans, the Mortgage Notes, the Mortgages and all other property constituting a part of the Trust Estate which are required to be released to the City (or to the Purchaser as assignee of the City) pursuant to the Indenture, including Section 5.11 and Article VII of the Indenture. "Residual Interest in the Trust Estate" shall mean (a) all right, title and interest of the City in and to the Residual Assets, and (b) all right, title and interest (but none of the duties or obligations) of the City under and pursuant to the provisions of the Bond Documents, including, specifically, without limitation, all those rights of the City identified on Exhibit A attached hereto and made a part hereof, and excluding only those rights, if any, identified specifically on Exhibit A. "Resolution" shall mean Resolution No. duly adopted by the City on February _, 1990, pursuant to which the City has agreed, among other things, to sell to the Purchaser, the Residual Interest in the Trust Estate on substantially the terms and conditions hereinafter set forth. "Servicer" shall mean Pacific Real Estate Mortgage Corporation, and its successors and assigns under the Agreement. "State" means the State of California. "Trust Estate" shall mean and include the trust estate established by the Agency for the benefit of the Trustee and the owners of the Bonds pursuant to the provi- sions of the Indenture. "Trustee" shall mean Security Pacific National Bank, as Trustee under and pursuant to the provisions of the Indenture, and any successor thereto. SECTION 2. PURCHASE OF AGENCY'S INTEREST iN THE TRUST ESTATE; RELEASE OF RESIDUAL ASSETS On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Purchaser hereby purchases from the City, and the City hereby sells, assigns, transfers and conveys and sets over unto the Purchaser, the Residual Interest in the Trust Estate for a purchase price of $600,000 payable in Federal funds on the date of this Purchase Contract. Pursuant to the Closing Documents, the City and the Trustee shall be obligated to deliver to the Purchaser, on the Date of Release, or as soon as practicable thereafter, the Residual Assets (unless otherwise agreed by the Purchaser). -3- The Purchaser understands and acknowledges that, although this Purchase Contract conveys title to the Residual Interest in the Trust Estate, the Purchaser has no right, except as may be set forth in the Closing Documents, to possess any part of the Residual Assets which comprise part of the Trust Estate until the Date of Release. Accordingly, this Purchase Contract shall not be construed as selling, conveying, assigning, pledging, encumbering or otherwise disposing of any part of the Trust Estate or the Agency's or the City's rights thereunder (prior to the discharge of the lien of the Indenture in accordance with its terms) to any extent prohibited by Section 4.03 of the Indenture. SECTION 3. DELIVERY OF CLOSING DOCUMENTS On the date hereof, there shall have been delivered to each party hereto the following: (a) A Certificate and Agreement of the Trustee in substantially the same form as Exhibit B attached to and made a part of this Purchase Contract. (b) A Certificate and Agreement of the Servicer in substantially the same form as Exhibit C attached to and made a part of this Purchase Contract. (c) A Certificate of the City in substantially the same form as Exhibit D attached to and made a part of this Purchase Contract. (d) An Opinion of Counsel to the City, in substantially the same form as Exhibit E attached to and made a part of this Purchase Contract. (e) A Direction of the City Re: Residual Assets, giving instruction to the Trustee and the Agency in substantially the same form as Exhibit f attached to and made a part of this Purchase Contract. (f) A letter from the Purchaser in substantially the same form as Exhibit G attached to and made a part of this Purchase Contract. (g) A letter from the financial advisor to the City in substantially the same form as Exhibit H attached to and made a part of this Purchase Contract. (h) A Certificate and Agreement of the Agency in substantially the same form as Exhibit I attached to and made a part of this Purchase Contract. (i) A Closing Statement and proper receipts. (j) Such,other documents, certificates and opinions as counsel, the City, the Purchaser or their respective counsel may reasonably request. Upon execution and delivery of the foregoing documents and instruments, the sale of the Residual Interest in the Trust Estate shall be complete and no other action or future filing shall be required to fully and legally vest title in the Purchaser to all of the Residual Interest in the Trust Estate (except as otherwise provided in this Purchase Contract). SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants to the Purchaser that: -4- (a) The City is a political subdivision and a charter city duly organized and validly existing under the Constitution and the laws of the State, and has full legal right, power and authority (i) to adopt the Resolution, (ii) to execute and deliver this Purchase Contract and the other Closing Documents to which it is a party, (iii) to sell the Residual Interest in the Trust Estate, and (iv) to carry out the transactions contemplated by this Purchase Contract and the other Closing Documents to which it is a party. (b) The City has good and marketable title to the Residual Interest in the Trust Estate, free and clear of any lien, charge or encumbrance, except the lien of the Indenture. (c) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted the Resolution, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, this Purchase Contract and the other Closing Documents to which it is a party. (d) The City is not in breach of or in default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a material adverse effect on the transactions contemplated by this Purchase Contract and the other Closing Documents to which it is a party. (e) The execution and delivery of this Purchase Contract and the other Closing Documents to which it is a party, the adoption of the Resolution and compliance with the provisions hereof and thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject. (f) By execution of this Purchase Contract, the City has duly sold, assigned and transferred the Residual Interest in the Trust Estate, and all approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction, Including without limitation the Agency and the City, which would constitute a condition precedent to execution and delivery of this Purchase Contract and the other Closing Documents to which the City is a party and the performance by the City of its obligations hereunder and thereunder have been obtained. (g) There is no action, suit, proceeding, controversy, Inquiry or investiga- tion at law or in equity before or by any court, public board or body pending or, to the knowledge of the City, threatened against the City, contesting or affecting (i) the corporate existence or powers of the City, (ii) the titles of its officials to their respective offices, (iii) the validity of the Bonds or the Bond Documents, (iv) the validity of the sale of the Residual Interest in the Trust Estate, (v) the validity or enforceability of this Purchase Contract or any other Closing Documents to which the City is a party, (vi) the power of the City to adopt the Resolution or to execute and deliver this Purchase Contract or any other Closing Documents to which the City is a party, or (vii) seeking to restrain or enjoin the execution or delivery of this Purchase Contract or any other Closing Documents, (nor any basis therefor) wherein an unfavorable decision, ruling or finding would materially -5- adversely affect the validity or enforceability of this Purchase Contract or any other Closing Document to which the City is a party. (h) The Residual Interest in the Trust Estate has not been sold, conveyed or otherwise transferred by the City to any party other than the Purchaser, and has not been assigned or pledged by the City in any manner to secure the payment of any other debt or obligation of the City. No other person or party has any right, title or interest in and to any of the assets in the Trust Estate (except the Trustee on behalf of the owners of the Bonds pursuant to the Indenture). (i) The representations and warranties set forth in the Certificate of the City (Exhibit D attached hereto and made a part hereof) are true as of the date hereof. (j) All Closing Documents to which the City is a party have been duly authorized by the City; each has been validly executed and delivered by the City, and constitutes the valid, binding and enforceable obligation of the City. (k) The sale and assignment of the Residual Interest in the Trust Estate and the direction to the Trustee to deliver the Residual Assets to the Purchaser in accordance wi th the provisions of Section 5.11 and Article VII of the Indenture, is irrevocable and valid, binding and enforceable against the City. (I) The transaction contemplated by this Purchase Contract constitutes a present sale of the Residual Interest in the Trust Estate and is not, nor is it intended to be, a loan to the City coupled with a security interest. (m) As of the date hereof, the City has notified the Trustee, the Agency and the Servicer of the sale to the Purchaser of the Residual Interest in the Trust Estate and of the Trustee's obligation to deliver to the Purchaser the Residual Assets as soon as practicable on or after the Date of Release, all in accordance with and subject to the provisions of the Indenture and this Purchase Contract. (n) The City has complied with all applicable laws, including without limitation all public bidding and advertising laws, required to be complied with to consummate the transactions contemplated by this Purchase Contract and the other Closing Documents to which the City is a party. No further action needs to be taken to effect any transfer of title in the Residual Interest in the Trust Estate (except as otherwise provided in this Purchase Contract). No further action needs to be taken to effect delivery of the Residual Assets to the Purchaser on the Date of Release, except in connection with a release in accordance with Article VII of the Indenture, and in accordance with the provisions of this Purchase Contract and the other Closing Documents. (0) The sale by the City of the Residual Interest in the Trust Estate on the terms and conditions contemplated in the Closing Documents, and for the Purchase Price, is in the best interest of the City, and has been made after full consideration of all available alternatives. (p) After consideration of its alternatives and existing market conditions, the City has concluded that the Purchase Price paid by the Purchaser to the City has a value reasonably equivalent to the present value to the City of the Residual Interest in the Trust Estate. -6- ,------- (q) On the date hereof, the City is not insolvent, and the City will not become insolvent as a result of the sale by the City of the Residual Interest in the Trust Estate, nor will such sale result in the City having insufficient funds or capital to engage in any other business or transaction in which it is engaged. (r) The City has not sold the Residual Interest in the Trust Estate with the actual intent to hinder, delay or defraud any entity to which the City is or will become indebted, nor does the City intend to incur, or believe it will incur, debts that would be beyond the ability of the City to pay such debts as they mature. (s) The representations and warranties of the City set forth in this Purchase Contract are true, correct and complete, and the covenants of the City set forth in this Purchase Contract are the valid, binding and enforceable obligations of the City. SECTION 5. COVENANTS. The City covenants and agrees with the Purchaser as follows: (a) The City covenants to notify the Trustee, the Agency and the Servicer of the sale of the Residual Interest in the Trust Estate to the Purchaser and of the obligation of the Trustee to deliver the Residual Assets to the Purchaser on the Date of Release, all in accordance with and subject to the provisions of the Indenture, this Purchase Contract and the other Closing Documents. (b) The City covenants and agrees to maintain its existence as a separate legal entity until such time as the Purchaser has taken possession of all of the Residual Assets. (c) The City will not cause any liens or encumbrances to be placed on any of the assets in the Trust Estate or on the Residual Interest in the Trust Estate and will not otherwise sell or create any lien or interest whatsoever with respect to any of the assets in the Trust Estate or the Residual Interest in the Trust Estate. (d) The City will advise the Purchaser promptly of any litigation or claims or events which could give rise to a claim under the provisions of this Purchase Contract or the other Closing Documents. (e) The City will do any and all things necessary to effect the delivery of the Residual Assets to the Purchaser as soon as practicable after the Date of Release. (f) The City covenants to execute and deliver or cause to be executed and delivered any and all documents, agreements, instruments and certificates as the Purchaser may reasonably require, now or in the future, to evidence the Purchaser's ownership of the Residual Interest in the Trust Estate or the Purchaser's right to receive the Residual Assets on the Date of Release. SECTION 6. NO DUTY TO CITY, AGENCY, TRUSTEE OR BOND- HOLDERS. As purchaser of the Residual Interest in the Trust Estate, the Purchaser assumes no duties or responsibilities of the City or the Agency under the Bond Documents, and has no duties or obligations to the City, the Agency, the Trustee or the owners of the Bonds to preserve or protect the Trust Estate, or to maintain or preserve the tax status of the interest on the Bonds or otherwise, under the provisions of the Bond Documents. The Purchaser has no obligation to the owners of the Bonds for the payment -7- I of any of the principal of, premium, if any, or interest on the Bonds or for any other costs or claims against the City or the Agency or under the Bond Documents, and the Purchaser does not and will not have any responsibility for any claims of any nature to the owners of the Bonds including, without limitation, any claim for payment of any moneys, from the Residual Assets or otherwise, in the event that, after defeasance of the lien of the Indenture occurs as provided in Article VII of the Indenture, the cash or securities posted pursuant to the provisions of such Article VII shall be insufficient to honor obligations to the owners of the Bonds. SECTION 7. NOTICES. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City at its address set forth above, and any notice or other communication to be given to the Purchaser under this Purchase Contract may be given by delivering the same in writing to Meridian Bank, 601 Penn Street, Reading, Pennsylvania 19603, Attention: Michael Cox. SECTION 8. SUCCESSORS. The City acknowledges and agrees that the Purchaser may sell or assign this Purchase Contract in whole or in part to a subsequent purchaser, subject to compliance by the Purchaser with the Securities Act of 1933, as amended, and any applicable state "blue sky" laws. This Purchase Contract is made solely for the benefit of the City, the Purchaser and their respective successors or assigns, and no other person shall acquire or have any right under or by virtue of this Purchase Contract. The representations, warranties, covenants and agreements contained herein shall remain operative and in full force and effect and shall survive delivery of the payment of the Purchase Price, and shall not terminate until the transfer of the Residual Assets to the Purchaser. SECTION 9. EXPENSES. The City shall be under no obligation to pay, and the Purchaser shall pay, the fees and expenses, if any, of counsel to the City, the fees and expenses, if any, of Stevens & Lee, counsel to Meridian Bank, the fees and expenses, if any, of Chapman and Cutler, and the fees and expenses, if any, of any other counsel, consultants, accountants or other experts retained by the City in connection with the transactions contemplated in this Purchase Contract as set forth in the Closing Statement and Receipt. SECTION 10. GOVERNING LAW. This Purchase Contract shall be governed by the laws of the State. SECTION 11. COUNTERPARTS. This Purchase Contract may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 12. SEVERABILITY. If any clause, provision or section of this Purchase Contract be ruled invalid by any court of competent jurisdiction, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections of this Purchase Agreement. -8- I . SECTION 13. EFFECTIVENESS. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the City. Very truly yours, MERIDIAN BANK By Vice President ACCEPTED: CITY OF SAN BERNARDINO, SAN BERNARDINO COUNTY, CALIFORNIA By Mayor (SEAL) Attest: City Clerk -9- EXHIBIT A CITY RIGHTS SPECIFICALLY INCLUDED IN OR EXCLUDED FROM THE SALE INCLUDED Restated Mortgage Servicing Agreement dated as of September 1, 1989 Mortgage Loans Mortgage Notes Mortgages Moneys and securities in Funds and Accounts EXCLUDED None A-I EXHIBIT B CERTIFICATE AND AGREEMENT OF TRUSTEE Security Pacific National Bank is acting as trustee (the "Trustee") under and pursuant to the provisions of the Trust Indenture dated as of September 1, 1989, by and between the Redevelopment Agency of the City of San Bernardino (the "Agency") and the Trustee, as supplemented and amended by the First Supplemental Trust Indenture dated as of October 1, 1989, by and between the Agency and the Trustee (said Trust Indenture, as so supplemented and amended, being referred to herein as the "Indenture"). All terms used herein and not defined herein shall have the meaning set forth in the Purchase Contract (as hereinafter defined). In connection with the execution of a Purchase Contract and Bill of Sale dated , 1990, by and between the City of San Bernardino, San Bernardino County, California (the "City") and Meridian Bank (the "Purchase Contract") pursuant to which the Trustee has been advised that the City has agreed to sell the Residual Interest in the Trust Estate, the Trustee, for good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, by its duly authorized officer, hereby certifies and agrees with the City and Meridian Bank (the "Purchaser") as follows: 1. The Trustee is a national banking association duly organized and validly existing under the laws of the United States of America, with full power and authority to serve as Trustee under the provisions of the Indenture. 2. The Trustee acknowledges receipt from the City of an executed counterpart of the Purchase Contract and written notice to the effect that the City has sold the Residual Interest in the Trust Estate to the Purchaser. The Trustee has, on this date, received a written direction from the City that the Trustee shall deliver the Residual Assets held by the Trustee under the provisions of the Indenture to the Purchaser as soon as practicable on or after the Date of Release, all in accordance with and subject to the provisions of Section 5.11 and Article VII of the Indenture and the Purchase Contract. By the acknowledgement of the receipt of such direction from the City and this Certificate and Agreement, the Trustee hereby agrees to effect delivery of the Residual Assets to the Purchaser on the Date of Release, all in accordance with and subject to the provisions of the Indenture and the Purchase Contract. The Trustee acknowledges that the City has advised the Trustee that the direction of the City to deliver such Residual Assets to the Purchaser is irrevocable, and that no further consents or approvals are required in connection with the delivery of such Residual Assets to the Purchaser. Accordingly, upon compliance with the provisions of Section 5.11 or Article VII of the Indenture, the Trustee will forthwith deliver the Residual Assets to the Purchaser. The City has certified to the Trustee that the obligation of the Trustee to deliver the Residual Assets to the Purchaser, upon compliance with the terms and conditions of Section 5.11 or Article VII of the Indenture, is irrevocable and binding on the Trustee. The Trustee understands and acknowledges that, until it delivers the Residual Assets to the Purchaser, it will hold, maintain and invest the assets in the Trust Estate pursuant to the terms and provisions of the Indenture as a fiduciary for the owners of the Bonds. 3. The Trustee, as trustee for the owners of the Bonds, holds title to all of the assets in the Trust Estate free and clear of any and all liens, claims, liabilities or obligations of any kind or nature to any other party, except the Obligations of the Agency B-1 to the owners of the Bonds, and the claims of the Trustee for payment of administrative expenses and certain insurance premiums in accordance with the provisions of the Indenture. 4. The Trustee acknowledges receipt, on this day, of a Certificate and Agreement of the Agency directing the Trustee to take, or to forbear from taking, certain actions pursuant to the Indenture. The Trustee hereby agrees to be bound by the provisions of such Direction. 5. The Trustee acknowledges that the Agency has certified to the Trustee that the Purchaser has obtained from the Agency, among other things, the right to direct the optional redemption of the Bonds in accordance with the applicable provisions of the Indenture. Upon receipt of any written notice from the Purchaser of an optional redemption to be made in accordance with the provisions of the Indenture, the Trustee covenants and agrees that it will effect such optional redemption (in accordance with the provisions of the Indenture) with the same force and effect as If the Agency had provided such optional redemption Instructions. 6. As of the date hereof, the Trustee knows of no litigation pending or threatened against the Trustee contesting the validity of the Bonds or with the authorization, execution and delivery of the Purchase Contract and the other Closing Documents and the sale of the Residual Interest in the Trust Estate or which otherwise affects the validity of the Bonds or otherwise impairs or affects the value of the assets in the Trust Estate. 7. To the best knowledge of the Trustee upon due inquiry, there is no current "event of default" under and pursuant to the terms and provisions of the Indenture or any other Bond Document and the Trustee knows of no circumstances which, with the passage of time or the giving of notice or both, would constitute such an event of default under the provisions of the Indenture or any other Bond Document. 8. The Trustee acknowledges and agrees that the records of the Trustee relating to the Bonds, the Funds and Accounts, the Mortgage Loans, the Mortgage Notes and the Mortgages shall at all times during regular business hours with prior notice be available for Inspection by the Purchaser and the City. 9. The Trustee acknowledges and agrees that it will forward to the Purchaser at Meridian Bank, 601 Penn Street, Reading, Pennsylvania 19603, copies of all notices, reports and certificates which it may hereafter deliver to the City or the owners of the Bonds under the Bond Documents (including, without limitation, any notice of an event which could lead to an event of default under the Indenture). 10. The Trustee makes no representations or warranties concerning the validity or enforceability of the sale by the City of the Residual Interest in the Trust Estate. The Trustee has made no independent verification or analysis of the amounts which may constitute Residual Assets. The Trustee assumes no fiduciary duty or liability beyond such duties created by the Indenture. 11. As of the date hereof, the Bonds outstanding are as set forth in Schedule I attached to and made a part of this Certificate and Agreement. 12. Attached hereto as Schedule II is a true, correct and complete description, as of the date hereof, of balances, interest rates, maturities and remaining terms to maturity with respect to each Mortgage Loan held as part of the Trust Estate under the Indenture. B-2 13. The Special Hazard Insurance Policy (as defined in the Indenture) is in full force and effect as of the date hereof, and provides the coverage provided therein for each of the Mortgage Loans held as a part of the Trust Estate under the Indenture. IN WITNESS WHEREOF, the Trustee, by its duly authorized officer, has hereunto set its hand and affixed the seal of the Trustee as of this day of ,1990. SECURITY PACIFIC NATIONAL BANK, as Trustee By Its (SEAL) B-3 SCHEDULE I To Certificate and Agreement of Trustee Outstanding Stated Interest Description Principal Maturity Rate or of Bonds Amount Date Yield Taxable Collateralized $ January 10, 2006 8.2596 Mortgage Bonds, Series 1989-A, Class 1 Taxable Collateralized August 15, 2012 12.0096 Mortgage Bonds, Series 1989-A, Class 2 Collateralized Mortgage January 10, 2009 7.7096 Bonds, Series 1989-B SCHEDULE II EXHIBIT C CERTIFICATE AND AGREEMENT OF SERVICER Pacific Real Estate Mortgage Corporation is acting as servicer (the "Servicer ) under a Restated Mortgage Servicing Agreement dated as of September 1, 1989 (the "Agreement"), by and between the Redevelopment Agency of the City of San Bernardino (the "Agency") and the Servicer, with respect to certain mortgage loans (individually, a "Mortgage Loan," and collectively, the "Mortgage Loans") serviced under the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Purchase Contract (as hereinafter defined). Pursuant to the Purchase Contract and Bill of Sale dated , 1990 (the "Purchase Contract"), by and between the City of San Bernardino, San Bernardino County, California (the "City") and Meridian Bank (the "Purchaser"), the undersigned, as an inducement for the Purchaser to purchase the Residual Interest in the Trust Estate, and for other good and valuable consideration the receipt of which is hereby acknowledged, hereby certifies and agrees with the City and the Purchaser as follows: 1. The undersigned is an authorized officer of the Servicer with full power and authority to execute this Certificate and Agreement. 2. The undersigned hereby acknowledges receipt of an executed counterpart of the Purchase Contract, and hereby acknowledges that the Servicer has received notice from the City that the City has on this date, pursuant to the Purchase Contract, sold the Residual Interest in the Trust Estate to the Purchaser, and has notified the Trustee of its obligation to deliver the Residual Assets to the Purchaser as soon as practicable after the Date of Release, all in accordance with and subject to the provisions of the Indenture, the Purchase Contract and the other Closing Documents. 3. Attached hereto as Schedule I is a true, correct and complete description, as of the date hereof, of balances, interest rates, maturities and remaining terms to maturity with respect to each Mortgage Loan being serviced by the Servicer under the Agreement. 4. The Servicer carries an errors and omissions insurance policy which provides coverage against loss due to errors or omission by its officers or employees in an amount equal to $ 5. The Servicer represents and warrants that with respect to the Mortgage Loans set forth on Schedule I there are no due but unpaid real property taxes and no delinquent taxes relating to the Mortgage Loans. 6. To the best of the Servicer's knowledge, all insurance premiums relating to the Mortgage Loans have been paid to the date hereof. 7. The Servicer hereby covenants and agrees that it shall, from and after the date of delivery of the Residual Assets to the Purchaser, service the Mortgage Loans pursuant to the Agreement on behalf of the Purchaser (or its successors or assigns), as assignee of the City which was or would have been the assignee of the Agency and the Trustee, and transfer amounts in its Receipts Account to the Purchaser (or its successors or assigns) as provided in the Agreement. C-1 8. Private Mortgage Insurance Policies (as defined in the Agreement) are in full force and effect with respect to all Mortgage Loans required to have such insurance in place under the Agreement. 9. Standard Hazard Insurance Policies (as defined in the Agreement) are in full force and effect with repect to all Mortgage Loans. 10. As of the date hereof, the delinquency rate with respect to the Mortgage Loans is _96. IN WITNESS WHEREOF, the Servicer, by its duly authorized officer, has hereunto set its hand and affixed the seal of the Servicer this day of ,1990. PACIFIC REAL ESTATE MORTGAGE CORPORATION By Its (SEAL) C-2 Mortgage Balance Interest Rate Schedule I Mortgage Data Maturity Remaining Term EXHIBIT D CERTIFICATE OF THE CITY I, , the duly elected, qualified and acting City Clerk of the City of San Bernardino, San Bernardino County, California (the "City"), do hereby certify and declare that: 1. The City is a political subdivision and a charter city duly organized and validly existing under the Constitution and the laws of the State of California. 2. At the present time and at all times pertinent to the sale of the Residual Interest in the Trust Estate (as defined in the Purchase Contract dated the date hereof, by and between the City and Meridian Bank), the officers and the members of the Common Council of the City, duly qualified and acting, are as follows: Name Office W. R. Holcomb Mayor City Clerk Council Member Council Member Council Member 3. The signatures set forth opposite the names and titles of the following persons are the true and correct specimens of or are the genuine signatures of, such persons: Office Name Signature Mayor W. R. Holcomb City Clerk 4. At its meeting on _, 1990, the City approved Resolution No. , which among other things approves the Purchase Contract referred to above and providing for the sale of the Residual Interest in the Trust Estate. Resolution No. _ has not been rescinded, superseded or amended, and remains in full force and effect. A certified copy of Resolution No. _ is attached hereto as Schedule !. IN WITNESS WHEREOF, the undersigned has set his official signature and the seal of the City this day of 1990. CITY OF SAN BERNARDINO, SAN BERNARDINO COUNTY, CALIFORNIA City Clerk D-l EXHIBIT E CITY COUNSEL'S OPINION [Closing Date] City of San Bernardino, San Bernardino County, California 300 North D Street San Bernardino, California 92418 Meridian Bank 601 Penn Street Reading, Pennsylvania 19603 Security Pacific National Bank, as Trustee 333 South Beaudry Avenue Los Angeles, California 90017 Chapman and Cutler 111 West Monroe Street Chicago, Illinois 60603 Re: City of San Bernardino, San Bernardino, California Sale of Residual Interest in Trust Estate Ladies and Gentlemen: I have acted as counsel to the City of San Bernardino (the "City") in connection with the sale by the City of certain rights to residual assets pursuant to a Purchase Contract and Bill of Sale dated _' 1990 (the "Purchase Contract"), by and between the City and Meridian Bank, a Pennsylvania banking corporation (the "Purchaser"), pursuant to which the City has sold the Residual Interest in the Trust Estate (as defined in the Purchase Contract). Pursuant to Resolution No. duly adopted by the Mayor and Common Council of the City on , 1990 (the "Resolution"), the City has entered into the Purchase Contract. Any termS-used herein and not otherwise defined herein shall have the meaning given to such terms in the Purchase Contract. In connection with the delivery of this OpInIOn, I have examined the Purchase Contract, a Direction of the City of even date herewith, a Certificate of the City of even date herewith (collectively, the "Closing Documents"), the Resolution and such other documents and information as I have considered necessary or appropriate in order to render this opinion. Based upon my examination of the foregoing, and in reliance thereon and on all matters of fact as I have deemed relevant and necessary under the circumstances, it is my opinion that: 1. The City is a political subdivision and a charter city duly organized and validly existing under the Constitution and the laws of the State of California, and has E-l full legal right, power and authority (i) to adopt the Resolution, (ii) to execute and deliver the Purchase Contract and the other Closing Documents, (iii) to sell the Residual Interest in the Trust Estate, and (iv) to carry out the transactions contemplated by the Purchase Contract and the other Closing Documents. 2. The Resolution has been duly adopted in accordance with the laws of the State of California and all rules applicable to the City, including, without limitation, all public meeting laws, securities laws and competitive bidding statutes. The Resolution is in full force and effect on the date hereof, and has not been amended, altered or rescinded as of the date of this opinion. 3. The City has duly authorized and approved the execution and delivery of, and the performance of the City's obligations under, the Purchase Contract. The Purchase Contract has been validly executed and delivered by the City, and constitutes the valid and binding obligation of the City, enforceable against the City in accordance with its terms. 4. The City has legally and validly sold the Residual Interest in the Trust Estate, and all actions of the City necessary to effect the sale of the Residual Interest in the Trust Estate to the Purchaser, and to perfect the title of the Purchaser in and to the Residual Interest in the Trust Estate, have been taken in accordance with California law and all other laws and rules and regulations applicable to the transaction contemplated by the Purchase Contract and the other Closing Documents. There are no consents or approvals required from any other person or party, and no other person or party has any right, title or interest in and to any of the assets in the Trust Estate (except the Trustee on behalf of the owners of the Bonds, pursuant to the Indenture). 5. The City has complied with all applicable laws required to be complied with to consummate the transactions contemplated by the Purchase Contract and the other Closing Documents. No further action on the part of the City needs to be taken to effect the transfer of title to the Residual Interest in the Trust Estate. No further action needs to be taken to effect delivery of the Residual Assets to the Purchaser on the Date of Release. 6. The City is not in breach of or in default under any applicable law or administrative regulation of the State of California or the United States of America or any applicable judgment or decree or any loan agreement, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject (including without limitation the Bond Documents), which breach or default would have a material adverse effect on the transactions contemplated by the Purchase Contract and the other Closing Documents; and the adoption of the Resolution and the execution and delivery of the Purchase Contract and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any law, administrative regulations, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject (including without limitation the Bond Documents). 7. There is no litigation pending or, to the best of my knowledge, threatened against the City or the Agency contesting the validity of the Bonds or the authorization, execution and delivery of the Purchase Contract and the sale of the Residual Interest in the Trust Estate or which otherwise effects the validity of the Bonds or the ability of the City or the Agency to perform its obligations under the Purchase Contract. E-2 8. The sale of the Residual Interest in the Trust Estate by the City, as contemplated in the Purchase Contract, is irrevocable and binding upon the City and, upon discharge of the lien of the Indenture, the Trustee is obligated to deliver the Residual Assets to the Purchaser. The direction by the City to the Trustee to deliver the Residual Assets to the Purchaser upon discharge of the lien of the Indenture is irrevocable and binding upon the City. 9. The Residual Interest in the Trust Estate is a "general intangible" and not an "account" or "chattel paper", as those terms are defined under the Uniform Commercial Code as enacted in California, and no filing is required under the Uniform Commercial Code to evidence the present sale and assignment by the City to the Purchaser of the Residual Interest in the Trust Estate. 10. The transaction contemplated by the Purchase Contract constitutes a present sale of the Residual Interest in the Trust Estate, and is not a loan to the City coupled with a security interest. 11. The bankruptcy or insolvency of the Trustee, the Agency or the City would not, in any way, affect the irrevocable direction to the Trustee or the obligation of the Trustee to deliver the Residual Assets to the Purchaser, as contemplated by the Purchase Contract, and will not, in any way, affect the right, title and interest of the Purchaser in and to the Residual Interest in the Trust Estate, except that no opinion Is expressed with respect to the effect of any potential claim under Section 548 of the Bankruptcy Reform Act (11 U.S.C.A. 548) in the event that the purchase price paid under the Purchase Contract is determined to be less than the "reasonable equivalent value" of the Residual Interest in the Trust Estate within the meaning of such Section. The sale of the Residual Interest in the Trust Estate, as contemplated by the Purchase Contract, constitutes an asset sale and not the issuance of debt by the City under and pursuant to the laws of California. 12. The transfer of the Residual Interest in the Trust Estate to the Purchaser has occurred free and clear of any and all claims and liens of all other parties, subject only to the claims of the owners of the Bonds under and pursuant to the provisions of the Indenture and the claims for administrative expenses and insurance premiums pursuant to the provisions of the Indenture. 13. There is no California sales tax or other tax payable now, or in the future (including without limitation upon delivery of the Residual Assets to the Purchaser on or after the Date of Release) with respect to the sale of the Residual Interest in the Trust Estate to the Purchaser. I have not been engaged, nor have I undertaken, to advise any party or to opine as to any matters not specifically covered herein, including, but not limited to, matters relating to compliance with any securities laws. This opinion may be relied upon only by you and may not be circulated, quoted from or relied upon by any other party without prior written consent. Respectfully submitted, E-3 I- EXHIBIT F DIRECTION OF THE CITY RE: RESIDUAL ASSETS Security Pacific National Bank is acting as trustee (the "Trustee") under and pursuant to the Trust Indenture dated as of September 1, 1989, by and between the Redevelopment Agency of the City of San Bernardino (the "Agency") and the Trustee, as supplemented and amended by the First Supplemental Trust Indenture dated as of October 1, 1989, by and between the Agency and the Trustee (the "Indenture"). Pursuant to the Indenture, the Agency has assigned and pledged all of its right, title and interest in and to, among other things, the Restated Mortgage Servicing Agreement dated as of September 1, 1989, by and between the Agency and Pacific Real Estate Mortgage Corporation (the "Servicer"). In connection with the execution of a Purchase Contract dated , 1990 (the "Purchase Contract") by and between the City of San Bernardino, San Bernardino County, California (the "City") and Meridian Bank (the "Purchaser") pursuant to which the City has agreed to sell the Residual Interest in the Trust Estate (as defined in the Purchase Contract) to the Purchaser, the City is delivering this Direction to the Trustee. All terms used herein and not defined herein shall have the meaning set forth in the Purchase Contract. In accordance with the prOVISIons of the Indenture and the Purchase Contract, the City, by Its duly authorized officers, hereby notifies the Trustee, the Agency and the Servlcer of the sale of the Residual Interest in the Trust Estate, hereby delivers executed counterparts of the Purchase Contract to the Trustee, the Agency and the Servicer, and hereby directs the Trustee, the Agency and the Servicer, as follows: 1. The Trustee shall deliver to the Purchaser the Residual Assets held by the Trustee under the provisions of the Indenture as soon as practicable on or after the Date of Release, all in accordance with and subject to the provisions of Article VII of the Indenture. Until the Date of Release, you shall hold all the assets comprising the Trust Estate under the Indenture for the benefit of the owners of the Bonds and for the Purchaser. 2. The Servicer shall continue to service the Mortgage Loans pursuant to the Restated Mortgage Servicing Agreement referred to above from and after the date of delivery of the Residual Assets to the Purchaser on behalf of the Purchaser (or its successors and assigns), as assignee of the City which was or would have been the assignee ot the Agency and the Trustee. The Servlcer shall also transfer amounts on deposit in Its Receipts Account under said Restated Mortgage Servicing Agreement to the Purchaser (or its successors or assigns) on a monthly basis as provided in said Restated Mortgage Servicing Agreement from and after the date of delivery of the Residual Assets to the Purchaser. 3. The Agency shall execute and deliver the Certificate and Agreement of the Agency In substantially the same form as Exhibit I attached to and made a part of the Purchase Agreement. F-l 4. The directions of the City set forth in this Direction are irrevocable and binding on the Trustee, the Agency and the Servicer. No further consents or approvals are required in connection with the delivery of the Residual Assets to the Purchaser on the Date of Release. CITY OF SAN BERNARDINO, SAN BERNARDINO COUNTY, CALIFORNIA By Mayor F-2 EXHIBIT G BANK LETTER [Closing Date] City of San Bernardino 300 North D Street San Bernardino, California 92418 Miller &: Schroeder Financial, Inc. 505 Lomas Santa Fe Drive Solana Beach, California 92075 Chapman and Cutler III West Monroe Street Chicago, Illinois 60603 Re: City of San Bernardino, San Bernardino County, California Sale of Residual Interest in the Trust Estate Ladies and Gentlemen: In connection with the sale by the City of San Bernardino, San Bernardino County, California (the "City") of all the Residual Interest in the Trust Estate (as defined in the Purchase Contract hereinafter referred to), Meridian Bank (the "Purchaser") hereby confirms that it is on this day purchasing the Residual Interest in the Trust Estate (the "Residual Assets"), pursuant to the provisions of a Purchase Contract and Bill of Sale dated _, 1990 (the "Purchase Contract"), by and between the City and the Purchaser. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Purchase Contract. In consideration of the sale of the Residual Assets by the City to the Purchaser, the Purchaser hereby represents and warrants that: 1. The Purchaser is an "accredited investor," as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. 2. In entering into this transaction the Purchaser has relied solely upon the credit investigations and due diligence reviews conducted by it and/or its agents and legal and other advisors. 3. During the course of the transaction and prior to the sale of the Residual Assets, the Purchaser has received and reviewed copies of (a) the Trust Indenture dated as of September 1, 1989, by and between the Redevelopment Agency of the City of San Bernardino (the "Agency") and Security Pacific National Bank, as Trustee (the "Trustee"), as supplemented and amended by the First Supplemental Trust Indenture dated as of October 1, 1989, by and between the Agency and the Trustee (the "Indenture"), (b) the Restated Servicing Agreement dated as of September 1, 1989, by and between the Agency and Pacific Real Estate Mortgage Corporation, (c) the Resolution No. of the City, (d) the Purchase Contract with respect to the sale of the Residual Assets (the "Purchase Contract"), (e) the Closing Documents referred to in the Purchase Contract, and (f) such other documents, certificates and opinions as the Purchaser has deemed necessary or appropriate. G-l 4. During the course of the transaction and prior to the sale of the Residual Assets, the Purchaser has been afforded the opportunity to ask questions of appropriate parties, and has been afforded the opportunity to examine all information and documents relating to, and to ask questions concerning, the Bonds and the existing Trust Estate, to which a reasonable investor would attach significance in making investment decisions. 5. The Purchaser has received all necessary information with respect to the Bonds and the Trust Estate in order to purchase the Residual Assets. The Purchaser has made its investigation of the Bonds and the Trust Estate, and it has had access during the course of the transaction and prior to the sale of the Residual Assets to such information as it deemed relevant and necessary relative to the Bonds and the Trust Estate to permit it to make a fully informed decision to purchase the Residual Assets. 6. The Purchaser is sufficiently knowledgeable and experienced in financial and business matters, including the purchase and ownership of mortgage residual assets and the underlying mortgages, to be able to evaluate the risks and merits of the investment represented by the purchase of the Residual Assets, and is able to bear the economic risk of purchasing the Residual Assets. 7. The Closing Documents have been approved by the Purchaser and contain terms agreed to by the Purchaser. 8. The Purchaser has been informed that the Residual Assets (i) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or the Securities Act of 1933, as amended, or Federal securities laws or regulations, and (ii) will not be listed on any stock or other securities exchange. 9. The Purchaser will not offer, sell or otherwise dispose of all or any part of the Residual Assets, except (i) in full good-faith compliance with all securities registration, broker-antifraud and other provisions of state and Federal laws, if applicable to the sale; and (ii) under an exemption from registration under the Securities Act of 1933, as amended, and other Federal securities laws and any applicable state "Blue Sky" laws and regulations. 10. The undersigned hereby acknowledges the fact that no rating has been sought or obtained with respect to the Residual Assets. Very truly yours, MERIDIAN BANK By Its G-2 I-~--- . ! EXHIBIT H FINANCIAL ADVISOR [Closing Date] City of San Bernardino 300 North D Street San Bernardino, California 92418 Meridian Bank 601 Penn Street Reading, Pennsylvania 19603 Chapman and Cutler 111 West Monroe Street Chicago, illinois 60603 Re: City of San Bernardino, San Bernardino, California Sale of Residual Interest in the Trust Estate Ladies and Gentlemen: We have acted as financial advisor to the City of San Bernardino, San Bernardino, California (the "City") in connection with the execution and delivery of a Purchase Contract and Bill of Sale dated , 1990 (the "Purchase Contract"), by and between the City and Meridian Bank (the "Purchaser"), pursuant to which the City has sold the Residual Interest in the Trust Estate (as defined in the Purchase Contract) to the Purchaser for a purchase price of $632,000 (the "Purchase Price"). All capitalized terms used herein and not defined herein shall have the meaning given to those terms in the Purchase Contract. In our capacity as financial advisor to the City, we have (i) reviewed the sale of the Residual Interest in the Trust Estate, (ii) reviewed and analyzed the financing alternatives of the City relating to the retention or disposition of the Residual Assets under the Indenture, and (Hi) made such other investigation as we have deemed relevant, necessary, proper and desirable under the circumstances. Based upon the foregoing, we are of the opinion that the determination of the City to sell the Residual Interest in the Trust Estate is reasonable, that the sale of the Residual Interest in the Trust Estate for the Purchase Price, on the terms and conditions set forth in the Purchase Contract, H-l represents the best financing alternative for the City and that the Purchase Price for the Residual Interest In the Trust Estate is fair compensation to the City for the assets and rights sold pursuant to the Purchase Contract, and has a value reasonably equivalent to the present value of such assets and rights. Very truly yours, MILLER & SCHROEDER FINANCIAL, INC. By Vice-President H-2 EXHIBIT ! CERTIFICATE AND AGREEMENT OF AGENCY The Redevelopment Agency of the City of San Bernardino (the "Agency") has previously entered into the Trust Indenture dated as of September 1, 1989, by and between the Agency and Security Pacific National Bank, as Trustee (the "Trustee"), as supplemented and amended by the First Supplemental Trust Indenture dated as of October 1, 1989, by and between the Agency and the Trustee (the "Indenture"). Pursuant to Section 5.11 and Article VII of the Indenture, the Agency provided that the residual interest in the Trust Estate established under the Indenture (the "Residual Interest in the Trust Estate") will be transferred to the City of San Bernardino, San Bernardino County, (the "City") upon payment or provision for payment of the principal of and interest on the Bonds (as defined in the Indenture and the amounts due and to become due to the Trustee under the Indenture. The Agency has been advised that the City has sold the Residual Interest in the Trust Estate to Meridian Bank (the "Purchaser"), pursuant to the Purchase Contract and Bill of Sale dated , 1990, by and between the City and the Purchaser (the "Purchaser Contract"). Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Purchase Contract. In connection with the execution of the Purchase Contract, as an inducement for the Purchaser to purchase the Residual Interest in the Trust Estate, and for other good and valuable consideration, the receipt of which is hereby acknowledged, hereby certifies and agrees with the City and the Purchaser as follows: 1. The Agency is a public bOdy, corporate and politic, duly organized and validly existing under the Constitution and the laws of the State of California. 2. The Agency hereby acknowledges receipt of an executed counterpart of the Purchase Contract, and hereby acknowledges the sale by the City of the Residual Interest in the Trust Estate to the Purchaser. 3. There is no action, suit, proceeding, controversy, inquiry or investigation at law or in equity before or by any court, public board or body pending or, to the knowledge of the Agency, threatened against the Agency, contesting or affecting (i) the corporate existence or powers of the Agency, (ii) the titles of its officials to their respective offices, (Hi) the validity of the Bonds or the Bond Documents, or (iv) the validity of the sale of the Residual Interest in the Trust Estate (nor any basis therefor) wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforeability of the Purchase Contract or any other Closing Document to which the Agency is a party. 4. To the knowledge of the Agency no default or event of default under any of the Bond Documents has Occurred. 5. To the knowledge of the City, there has been no change or withdrawal of the rating on the Bonds. 6. The Agency hereby covenants and agrees that it will amend the Indenture or any of the Bond Documents, or remove or appoint or consent to the appointment of any trustee, paying agent or servicer, without the express written consent of the PurChaser, unless in the sole discretion of the Agency (exercised after ten days' prior written notice to the Purchaser) such amendments or appointments are 1-1 I . required to preserve or protect the interests of the owners of the Bonds. The Agency hereby covenants and agrees that it will, in accordance with the provisions of the Bond Documents and the written directions of the Purchaser, remove or appoint any trustee, paying agent or servicer. 7. The Agency hereby covenants and agrees that it will not exercise its rights under the Indenture to effect optional redemptions of the Bonds without the prior written consent of the Purchaser. 8. The Agency hereby covenants and agrees that it will immediately exercise any optional redemption rights to the extent and in the manner that it is requested to do so by the Purchaser; provided, that moneys are available to effect such optional redemptions (from sources other than funds of the Agency); and provided further, that such optional redemptions must be accomplished in accordance with the provisions of the Indenture. 9. The Agency hereby covenants and agrees to fully cooperate with the Purchaser, at the expense of the Purchaser and as directed by the Purchaser, to give all additional instruction under the Indenture as required by the Purchaser and to enforce the duties and obligations of the Trustee under the Indenture including, without limitation, the obligation to deliver the Residual Assets to the Purchaser on or after the Release Date. 10. The Agency hereby covenants and agrees that it will not cause any liens or encumbrances to be placed on any of the assets in the Trust Estate or on the Residual Interest in the Trust Estate, and will not otherwise sell or create any lien or interest whatsoever with respect to any of the assets in the Trust Estate or the Residual Interest in the Trust Estate. 11. The Agency hereby covenants and agrees that it will not direct the Trustee to do anything which would cause it to breach any of the covenants contained in the Bond Documents or the Closing Documents or which would impair the value of the Residual Assets to the Purchaser. 12. The Agency hereby covenants and agrees that it will promptly upon receipt provide the Purchaser with copies of any notices, report or communications which it may receive under the Bond Documents or the Closing Documents. 13. The Agency hereby covenants and agrees that, it will, at all times, open to the Purchaser and cause the Trustee to open to the Purchaser all books and records relating to the Bond Documents or the Closing Documents. 14. The Agency hereby covenants and agrees that it shall at all times, to the extent permitted by law, defend, preserve and protect the assignment and pledge of the Trust Estate under the Indenture, and the Residual Assets, the assets in the Trust Estate, against all claims and demands whatsoever. 15. This Certificate and Agreement shall constitute a direction to the Trustee, and the Trustee is hereby directed, to comply with the covenants and agreements made by the Agency in this Certificate and Agreement. 1-2 , IN WITNESS WHEREOF, the Agency, by its duly authorized officer, has hereunto set its official hand and the official seal of the Agency this day of , 1990. _ REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman 1-3