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Home My WebLink About931221.tiff RESOLUTION RE: AUTHORIZE THE SALE OF MORTGAGE LOANS AND REFUNDING A PORTION OF THE COUNTY'S OUTSTANDING SINGLE FAMILY MORTGAGE REVENUE BONDS, 1981 SERIES A; AUTHORIZE THE ISSUANCE AND SALE OF AN AMOUNT NOT TO EXCEED $230,000 MORTGAGE REVENUE REFUNDING NOTES, SERIES 1993, TO REFUND SUCH OBLIGATIONS; RATIFY CERTAIN ACTION HERETOFORE TAKEN; AUTHORIZE THE EXECUTION AND DELIVERY BY THE COUNTY OF THE REFUNDING NOTES, FIRST AMENDMENT TO SALE AND SERVICE AGREEMENT, AND CLOSING DOCUMENTS IN CONNECTION THEREWITH; MAKE DETERMINATIONS AS TO THE SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED THERETO; EXERCISE THE COUNTY'S OPTION TO REDEEM SUCH OUTSTANDING OBLIGATIONS; AND REPEAL ACTION HERETOFORE TAKEN IN CONFLICT HEREWITH WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado; and WHEREAS, the County and Municipality Development Revenue Bond Act, constituting Article 3, Title 29 of Colorado Revised Statutes (the "Act") , authorizes cities and counties in the State of Colorado (the "State") to issue revenue bonds to finance and refinance one or more projects, including any land, building or other improvements, and all real and personal properties, whether or not in existence, which shall be suitable for residential facilities for low- and middle-income families or persons and intended for use as the sole place of residence by the owners or intended occupants to the end that more adequate residential housing facilities for low- and middle-income families and persons may be provided, which promote the public health, welfare, safety, convenience and prosperity; and WHEREAS, pursuant to the Act, the County has heretofore issued its County of Weld, Colorado Single Family Mortgage Revenue Bonds, 1981 Series A, in the original principal amount of $7,500, 000 (the "Prior Bonds") , pursuant to the terms of an Indenture dated as of December 1, 1981, between the County and Central Bank of Denver, as trustee (the "Prior Indenture") ; and WHEREAS, the proceeds of the Prior Bonds were used by the County, inter alia, for the purpose of acquiring mortgage loans secured by mortgages on residential single family housing facilities owned by low- and middle-income families and persons within the boundaries of the County, which mortgage loans were pledged as security for the payment of the Prior Bonds; and WHEREAS, the Prior Indenture provides that the Prior Bonds are subject to redemption on December 1, 1993, at a redemption price equal to 100% the principal amount of the Prior Bonds to be redeemed upon sale of the Mortgage Loans securing the Prior Bonds, and further provides that the County may cause the discharge of the lien thereof upon satisfaction of certain conditions as therein set forth; and WHEREAS, the County is authorized by the Act to issue its refunding notes to refund bonds issued under the Act; and 931221 RE: SINGLE FAMILY MORTGAGE REVENUE BONDS PAGE 2 WHEREAS, the County has determined that it is necessary and advisable pursuant to the Act to issue its County of Weld, Colorado Mortgage Revenue Refunding Notes, Series 1993 (the "Refunding Notes") , the proceeds of which shall be applied to pay the principal of a portion of the outstanding Prior Bonds, plus interest thereon to December 1, 1993; and WHEREAS, there has been presented to the Board of County Commissioners (the "Commissioners") : (1) the proposed form of the Amendment to Sale and Service Agreement (the "Agreement Amendments") among the County and First Systems Service, Inc. , as Participant; and (2) the proposed form of the Purchase Agreement dated as of December 1, 1993 (the "Purchase Agreement") between the County and FBS Investment Services, Inc. (the "Underwriter") . NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado: Section 1. All actions (not inconsistent with the provisions of this Resolution) heretofore taken by the Commissioners and the officers of the County directed toward the issuance and sale of the Refunding Notes are hereby ratified, approved and confirmed. Section 2. The County is hereby authorized to refund the Prior Bonds by depositing an amount of the proceeds of the Prior Bonds with the Paying Agent under the Prior Indenture sufficient, together with certain amounts held in the funds and account under the Prior Indenture, to effect the defeasance of the Prior Bonds as provided in the Agreement Amendment and the Prior Indenture. Thereupon, the Mortgage Loans held under the Prior Indenture shall be assigned to the Paying Agent for the Refunding Notes. Section 3. There is hereby authorized and created an issue of refunding notes designated as "County of Weld, Colorado, Mortgage Revenue Refunding Notes, Series 1993, " in the aggregate principal amount of not more than $230, 000. The Refunding Notes are issuable as fully registered notes without coupons in denominations set forth in the Agreement Amendments. The Refunding Notes shall mature on December 1, 2010, and shall bear interest at the rate of approximately 13% per annum. The Refunding Notes shall bear interest from their date payable on the first day of each month in each year, commencing January 1, 1994, and are in the form of a monthly pass-through note. The Refunding Notes shall be payable and shall be substantially the form as set forth in the Agreement Amendment. The Refunding Notes shall be sold to the Underwriter at a private sale at a purchase price of par. Section 4. The forms, terms and provisions of the Agreement Amendments and the Purchase Agreement hereby are approved; and the County is hereby authorized to execute and deliver the Agreement Amendments and the Purchase Agreement in the forms of each of such documents heretofore filed with the County with such changes therein as are not inconsistent herewith. 931221 RE: SINGLE FAMILY MORTGAGE REVENUE BONDS PAGE 3 Section 5. The form, terms and provisions of the Refunding Notes, in the form contained in the Agreement Amendments, hereby are approved; and the Commissioners are hereby authorized to execute the Refunding Notes and the Clerk to the Board of County Commissioners is hereby authorized to affix the seal of the County and to attest the Refunding Notes, and each is hereby authorized to deliver the Refunding Notes. The signatures on the Refunding Notes and the seal on the Refunding Notes shall be by facsimile or manually fixed. Section 6. The Chairman of the Board of County Commissioners is hereby authorized and directed to execute and deliver to the Paying Agent the request and authorization of the County for the authentication and delivery of the Refunding Notes, in accordance with the Agreement Amendments. Section 7. First Systems Service, Inc. is hereby appointed as Paying Agent, thereby also serving as note registrar and paying agent under the Agreement Amendments. Section 8. The officers of the County shall take all action in conformity with the Act necessary or reasonably required by the Underwriter to effectuate the provisions of the Refunding Notes and for carrying out, giving effect to and consummating the transactions contemplated by this Resolution, the Agreement Amendments and the Refunding Notes, including without limitation the execution and delivery of any closing documents to be delivered in connection with the sale and delivery of the Refunding Notes. Section 9. None of the Refunding Notes will be the general obligation of the County nor shall any of the Refunding Notes, including interest thereon, constitute the debt or indebtedness of the County within the meaning of any provision or limitation of the Constitution or statutes of the State of Colorado or of the County, nor shall anything contained in this Resolution, in the Refunding Notes, or any other instrument, constitute or give rise to a pecuniary liability or a charge upon the general credit or taxing powers of the County, nor shall the breach of any agreement contained in this Resolution or any of the above-mentioned instruments impose any pecuniary liability upon the County or any charge upon its general credit or against its taxing powers. Section 10. After any of the Refunding Notes are issued, this Resolution shall be and remain irrepealable until the Refunding Notes and the interest thereon shall have been fully paid, cancelled and discharged. Prior to such issuance, this Resolution may be modified by action of the Commissioners. Section 11. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 12. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith and with the documents hereby approved, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance, or part thereof. 931221 RE: SINGLE FAMILY MORTGAGE REVENUE BONDS PAGE 4 Section 13. This Resolution shall be in full force and effect immediately upon its final passage and approval. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 29th day of November, A.D. , 1993. SUL /� BOARD OF COUNTY COMMISSIONERS ATTEST: WELD COUNTY, COLORADO Weld County Clerk to the Board (7Q%7� n-e.i-- W.4..&t., // Constance /L�//�Iarrbbeert,'Chairman BY: 44.0" / A d—.-f.-- -z � / l�' y 6 -0610��1/¢.�� Deputy Clerk to the ward c W. yebster, Pro em „// APPROVED AS TO FORM: t--( / ZL- yC Lc� eorge FCBaxter 77 �II J torAey ,aal K. Ha 1 . Barbara J. Kirkm er U 931221 COUNTY OF WELD, COLORADO MORTGAGE REVENUE REFUNDING NOTES SERIES 1993 CERTIFICATE AS TO RESOLUTION I, the undersigned, hereby certify that I am the duly qualified and acting Clerk to the Board of County Commissioners of the County of Weld, State of Colorado, and that attached hereto is a true and correct copy of the resolution relating to the captioned notes duly adopted and approved by the Weld County Board of Commissioners at a meeting thereof held on November 29, 1993, at which time a quorum was present and acting throughout, and which resolution has not been revoked, rescinded, repealed, amended or modified and is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand, this 1st day of December, 1993. BOARD OF .GOUNTY COMMISSIONE S WELDI �', COL RADO 1 � //�/ 7 BY: �/4 111�(�� Donald� D. den, Clerk to the Board 9 1 14121 COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") LIST OF CLOSING DOCUMENTS 1. Certified Copy of Resolution 2. Specimen Bond 3. Sale and Service Agreement 4. First Amendment to Sale and Service Agreement 5. Underwriter's Certificate 6. General and No-Litigation Certificate 7. Assignment and Acceptance 8. Mortgage Pool Policy and Endorsement 9. Opinion of Special Tax Counsel 10. Purchase Contract 11. Non-Arbitrage Certificate 12. Form 8038 13. Sitature Certificate and Receipt ri3/mil COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") CERTIFICATE AS TO RESOLUTION I HEREBY CERTIFY that the foregoing is a true and complete copy of the Resolutions adopted November 29, 1993, which was duly adopted by the Board of Commissioners of Weld County, Colorado, and that the same has not been altered, modified, or repealed since that date and is in full force and effect on the date hereof. _ A � Dated: December 1, 1993 (SEAL) Clerk to the Board COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") CERTIFICATE AS TO RESOLUTION I HEREBY CERTIFY that the foregoing is a true and complete copy of the Resolutions adopted November 29, 1993, which was duly adopted by the Board of Commissioners of Weld County, Colorado, and that the same has not been altered, modified, or repealed since that date and is in full force and effect on the date hereof. Dated: December 1, 1993 (SEAL) 12/ Clerk to the Board COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") SIGNATURE CERTIFICATE AND RECEIPT We, the undersigned, do hereby certify that we are, respectively, the Chairman of the County Commissioners (the "Chairman") and the County Clerk (the "County Clerk") of the County of Weld, Colorado (the "County"), and that: 1.- Prior to the date hereof, the Chairman and the County Clerk officially and manually signed the County's Mortgage Revenue Refunding Notes, Series 1993 in the aggregate principal amount of $222,430.81 (the "Refunding Notes"), and the County Clerk affixed the County's seal thereto. 2. On or prior to the date hereof, the Chairman officially executed counterparts of the Purchase Contract dated November 30, 1993 (the "Purchase Contract") between the County and FBS Investment Services, Inc., and the Chairman and the County Clerk officially executed counterparts of the First Amendment to Sale and Service Agreement dated as of December 1, 1993 between the County and FBS Mortgage Corporation, as Paying Agent (the "Amendment"). 3. On the date hereof we received the purchase price of the Notes which was applied to redeem the County's Single Family Mortgage Revenue Bonds, 1981 Series A. 3. On the respective dates of such signing and on the date hereof, the undersigned were, and now are, the duly sworn, qualified and acting officers of the County authorized to execute the Refunding Notes, the Purchase Contract and the Amendment, as described above, and holding the offices indicated by the official titles set opposite our respective names below. WITNESS our hands and the seal of the County of Weld, Colorado, this first day of December, 1993. TERM OF OFFICE SIGNATURE OFFICIAL TITLE EXPIRES Chairman of County GCommissioners /7 //f C County Clerk to p��,A A omz- (� County of Weld, Colorado Mortgage Revenue Refunding Notes Series 1993 GENERAL AND NO-LITIGATION CERTIFICATE We, the undersigned, hereby certify that we are, respectively, the duly chosen, qualified and acting Chairman, Clerk of the Board of Commissioners of of the County of Weld, Colorado (the "County"), and that: 1. There is no reason within our knowledge why the County may not execute and deliver its Mortgage Revenue Refunding Notes, Series 1993, in the aggregate principal amount of $222,430.81 (the "Refunding Notes"). 2. To the best of the County's knowledge, no litigation is pending or threatened against the County to contest, restrain or enjoin, or in any way affecting any authority for the issuance, execution, delivery or due performance of the Refunding Notes; the adoption, effectiveness, validity or due performance of the Resolution finally passed and adopted November 29, 1993 authorizing the issuance of the Refunding Notes (the "Ordinance"); or the County's existence or the title of any of its officers to their respective offices; nor, to the best of the County's knowledge is there any action, suit, proceeding or investigation pending or threatened against the County which if adversely determined could materially adversely affect the financial position of the County or the transactions contemplated by the First Amendment to Sale and Service Agreement dated December 1, 1993 (the "Amendment") or the Refunding Notes. 3. To the best of the County's knowledge,the issuance, execution, delivery and due performance of the Refunding Notes and the County's compliance with the provisions thereof and of the Ordinance will not conflict with or constitute on the County's part a breach of or default under any existing administrative or court order or decree against the County or any agreement, indenture, mortgage, lease or other instrument to which the County is subject or by which it is bound. The Refunding Notes, the various opinions and closing documents delivered in connection therewith, are hereby approved in the form delivered on this date. 4. The Ordinance has not been repealed, rescinded, revoked, modified, changed or altered in any manner since its adoption and the Ordinance remains in full force and effect as of the date hereof. 5. No referendum petition relating to the Ordinance or other proceedings relating to the issuance of the Refunding Notes has been filed, the time during which such a referendum petition may be filed has expired and there is no right of referendum with respect to the Ordinance. 6. The Amendment and the Refunding Notes have been duly authorized, executed and delivered by the County and constitute the legal, valid and binding obligations of the County enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or other laws for the protection of creditors or equitable principles generally. 7. To the best of our knowledge, neither the Mayor, the Mayor Pro Tern, any member of the County Council, nor any other officer or employee of the County, or any member of the family of any such officer or employee, has any pecuniary or other prohibited interest, direct or indirect, in the profits of any contract or job for work or services to be performed, nor have such persons solicited or received any pay, commission,money or anything of value or derived any benefit,profit or advantage, directly or indirectly, in connection with the Refunding Notes or the used of the proceeds of the Refunding Notes as provided in the Ordinance. 8. All meetings of the County Council of the County pertaining to the Refunding Notes have been called on due notice to the Councilmembers, have been open to the public at all times, and otherwise have been held and conducted in full compliance with the provisions of applicable law. 9. This Certificate is for the benefit of the owners from time to time of each of the Refunding Notes. 2 WITNESS our hands this first thy of December, 1993. (SEAL) Chairman of the Board of County Commissioners , . /// / Jerk to the Board 3 UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF WELD, COLORADO MORTGAGE REVENUE REFUNDING NOTES, SERIES 1993 No. R-2 APPROXIMATE PRINCIPAL MATURITY INTEREST DATED AMOUNT DATE RATE DATE $222,430.81 December 1, 2010 12.5% per annum December 1, 1993 plus additional interest PAYMENT DATES: First day of each month, commencing January 1, 1994 REGISTERED OWNER: FBS Investment Services, Inc. PRINCIPAL AMOUNT: TWO HUNDRED TWENTY-TWO THOUSAND FOUR HUNDRED THIRTY DOLLARS AND 81/100 WELD COUNTY, COLORADO (the "Issuer"), a county and political subdivision of the State of Colorado (the "State"), FOR VALUE RECEIVED, hereby promises to pay (but only out of the revenues and other assets hereinafter referred to) to the registered owner identified above or registered assigns (subject to any right of prior redemption provided for in the Indenture referred to below), on each Payment Date set forth above to the extent the Paying Agent receives principal payments or principal prepayments on the Mortgage Loans and to pay interest thereon from the Dated Date set forth above, on each Payment Date set forth above, at the applicable interest rate per annum set forth above until the principal hereof is duly paid or provided for provided that such interest shall be paid only to the extent such interest on the Mortgage Loans is received by the Paying Agent and exceeds the sum of the Servicing Fee and the Paying Agent Fee to be paid to the Servicer and Paying Agent and the Insurance Premium Amount. Notwithstanding the foregoing, if the date hereof is after a record date for such interest (which shall be the third day of the month immediately preceding each Payment Date) and before the following Payment Date, and if the Issuer shall not default in the payment of interest due on such Payment Date, this Bond shall bear interest from such Payment Date. The interest so payable on any Payment Date will, be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the regular record date next preceding such Payment Date. Principal of, and premium, if any, and interest on this Note are payable in such coin or currency of the United States of America as at time of payment is legal tender for payment of private and public debts, at the office of FBS Mortgage Corporation (the "Paying Agent"), or at such other place as designated by the Paying Agent, or its successor. Payment of interest alone shall be made by check or draft mailed to the address of the person entitled thereto. This Note is one of a duly authorized issue of notes of the Issuer designated as its Mortgage Revenue Refunding Notes, Series 1993 (the "Notes"), limited in aggregate principal amount to $222,430.81. The Notes are issued under and are equally and ratably secured as to principal, and interest by a Sale and Service Agreement dated as of December 1, 1981, as amended by a First Amendment to Sale and Service Agreement dated as of December 1, 1993, between the Issuers and the Paying Agent (the "Agreement"), to which Agreement and all supplements thereto (copies of which are on file at the principal office of the Paying Agent) reference is hereby made for a description of the trust estate under the Agreement, the nature and extent of the security, the terms and conditions upon which the Notes are issued and secured, and the rights of the owners thereof. THIS NOTE, INCLUDING THE INTEREST THEREON, IS A LIMITED OBLIGATION OF THE ISSUER AND DOES NOT CONSTITUTE AN OBLIGATION, GENERAL OR SPECIAL, DEBT OR LIABILITY OF THE STATE OF COLORADO OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER OR THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO TILE PAYMENT OF Ti II PRINCIPAL OF OR THE INTEREST ON THIS BOND. THIS BOND IS ISSUED PURSUANT TO THE ACT AND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. THIS BOND IS NOT A GENERAL OBLIGATION OF THE ISSUER, BUT IS A LIMITED OBLIGATION OF TIIE ISSUER PAYABLE SOLELY FROM TIIE SOURCES PROVIDED IN THE AGREEMENT. The registered owner of this Note shall have no right to enforce the provisions of the Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Agreement. Modifications or alterations of the Agreement or of any subsequent amendment thereto may be made only to the extent and in the circumstances permitted by the Agreement. This Note may be exchanged, and its transfer may be registered, by the registered owner hereof in person or by its attorney duly authorized in writing at the principal office of the Paying Agent, or at such other place as designated by the Paying Agent, but only in the manner and subject to the limitations set forth in the Agreement and upon payment of a charge to reimburse the Paying Agent for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange, and upon surrender and cancellation of this Note. Upon exchange or registration of such transfer, a new registered Note or Notes of the same maturity and interest rate and of authorized denomination or denominations for the same aggregate principal amount will be issued in exchange therefor. 2 The Issuer and the Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Issuers nor the Paying Agent shall be affected by any notice to the contrary. The Notes are issuable only as registered Notes without coupons in denominations of $20,000 original principal amount and any integral multiple thereof, provided that one Refunding Note may be in another denomination. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any supplements thereto, against any member, officer, agent, counsel or director, as such, past, present or future, of the Issuer or any successor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and the issuance of this Note do exist, have happened and have been performed in clue time, form and manner as required by law and that the issuance of this Note, together with all other obligations of the Issuers, does not exceed or violate any constitutional or statutory limitation. This Note shall not be entitled to any benefit under the Agreement or become valid or obligatory for any purpose until such Note shall have been authenticated by the certificate of the Paying Agent endorsed hereon. -3- IN WITNESS WHEREOF the Issuer has caused this Note to be duly executed in its name by the facsimile signature of the Chairman of the Board of County Commissioners under its official seal, or a facsimile thereof, and attested by the facsimile signature of the Clerk of the Board of County Commissioners all as of December 1, 1993. WELD COUNTY, COLORADO By: l%E� �,: , .. . j �; //,.r D at? (SEAL)AL Attest:vd LLD , 1: 777 i Lii - HOARD DEPUTY Y CLERK TO THE BOAR [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the Notes of the issue described in the within mentioned Agreement. FBS MORTGAGE CORPORATION as PayingAgent By: I �-• rc , . l \n,�C S Its: ecw,.. Urv . i't.PS;rlouQ By: Authorized Officer Authentication Date:mac,, ,blase'- I , ‘g93 -4- [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto the within Note and all rights thereunder and hereby irrevocably constitutes and appoints to transfer the within-mentioned Note on the books kept for registration thereof with full power of substitution in the premises. (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) (Please Print or Typewrite Name and Address of Assignee) NOTICE: The signature on this Assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. -5- g'. SALE AND SERVICE AGREEMENT COUNTY OF WELD, COLORADO Single Family Mortgage Revenue Bonds 1981 Series A Dated as of December 1, 1981 4 I SALE AND SERVICE AGREEMENT TABLE OF CONTENTS (This Table of Contents is for convenience of reference only and is not part of the Sale and Service Agreement. ) Page ARTICLE I DEFINITIONS 1 ARTICLE II REPRESENTATIONS SECTION 2.01. Representations, Warranties and Covenants by Issuer 7 SECTION 2.02. Representations, Warranties and Covenants by Participants . . . . 7 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF BOND PROCEEDS SECTION 3.01. Agreement to Issue Bonds ; Application of Bond Proceeds 9 SECTION 3 .02. Payment of Cost of Issuance of Bonds 10 SECTION 3.03. Limited Liability 10 ARTICLE IV COMMITMENTS TO BUY AND SELL MORTGAGE LOANS SECTION 4.01. Commitment to Buy and Sell 10 SECTION 4.02. Mortgage Loan Amount; Fees 11 ► , r ii SECTION 4.03. Mortgage Loan Submission 12 SECTION 4 .04. Closings 12 • SECTION 4.05. Closing Documents 12 3 SECTION 4.06. Mortgage File 13 SECTION 4 .07. Defective Documents 13 SECTION 4.08. Representations , Warranties and Covenants of Participants Concerning Mortgage Loans 14 SECTION 4.09 . Good Faith Compliance by Participants 19 SECTION 4.10 Acquisition Cost of a Residence 21 SECTION 4 .11. First Time Homebuyer 23 SECTION 4.12. Amendments to Income Tax Regulations 25 ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS SECTION 5.01. Function of Participants 25 SECTION 5 .02. Collection of Certain Mortgage Loan Payments ; Receipts Account 26 SECTION 5.03. Collection of Taxes , Assessments and Similar Items; Mortgage Service Account 28 SECTION 5.04. Receipts Account Reports; Requisitions for Reimbursements 29 SECTION 5.05 . Claims Against Insurers of Mortgage Loans 31 SECTION 5.06. Maintenance of Standard Hazard Insurance 31 iii SECTION 5.07. Maintenance of Private Mortgage Insurance Policies 32 SECTION 5.08 . Maintenance of Special Hazard Coverage; Flood Insurance 32 SECTION 5.09 . Maintenance of Mortgage Pool Insurance Policy 33 SECTION 5.10. Maintenance of Errors and Omissions Insurance Policy and Fidelity Bond 34 SECTION 5.11. Assumptions Prohibited 34 SECTION 5.12. Realization Upon Defaulted Mortgage Loans 34 SECTION 5.13. Issuer to Cooperate; Release of Mortgage Files 35 SECTION 5.14. Monthly and Annual Report to Trustee and Receipts Account Statement; Report to Issuer 36 SECTION 5.15. Annual Independent Certified Public Accountants ' Servicing Report 37 SECTION 5.16. Prohibition of Discrimination 37 SECTION 5.17 . Reports to Bondholders 37 ARTICLE VI PARTICIPANTS SECTION 6.01. Merger or Consolidation of Participants 37 SECTION 6 .02. Limitation on Liability of Participants and Others 38 SECTION 6. 03. Participants Not to Resign 38 iv ARTICLE VII CAUSES PERMITTING OR REQUIRING TERMINATION SECTION 7.01. Causes of Termination Defined 38 SECTION 7.02. Remedies 40 SECTION 7 .03. Trustee to Act; Appointment of Successor 40 SECTION 7.04. Notification of Termination or Appointment 41 SECTION 7.05. No Remedy Exclusive 41 SECTION 7.06. Agreement to Pay Attorneys' Fees and Expenses 41 ARTICLE VIII SALE OF MORTAGE LOANS SECTION 8.01. Agreement to Sell 42 SECTION 8 .02. Notice of Agreement to Sell 42 SECTION 8 . 03 . Release of Mortgage Loans 42 ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9 .01. Amendments, Changes and Modifications 42 SECTION 9 .02. Recordation of the Agreement 43 SECTION 9 .03. Limitation on Rights of Bondholders 43 SECTION 9 . 04. Governing Law 43 lt I V SECTION 9.05. Notices 43 SECTION 9.06. Severability 43 SECTION 9 .07. Further Assurances and Corrective Instruments 44 SECTION 9 .08. Term of Agreement 44 SECTION 9.09 . Period for Origination and Sale of Mortgage Loans 44 TESTIMONIUM 44 SIGNATURES AND SEALS 44 ACKNOWLEDGMENTS 45 EXHIBIT A - Mortgage File 47 EXHIBIT B - Mortgage Submission Voucher 50 EXHIBIT C - Affidavits of Seller and Mortgagor 52 WITNESSETH THAT: In consideration of the premises and of the mutual agree- ments herein contained, each participant which executes this Agreement ("Participant") , and the County of Weld, Colorado, a county and a political subdivision of the State of Colorado ("Issuer") , agree as follows: ARTICLE I DEFINITIONS All words and phrases defined in Article I of the Indenture shall have the same meaning in this Agreement. In addition, the following words and phrases shall have the following mean- ings: "Acquisition Cost" means the cost of acquiring a residence from the seller as a completed residential unit, as more fully described in Section 4 .10 hereof. "Acquisition Fund" means the fund by that name created pursuant to Section 5.02 of the Indenture, from which moneys will be used to purchase Mortgage Loans. "Act" means the County and Municipality Development Revenue Bond Act, Section 29-3-101 et seq. , Colorado Revised Statutes 1973, as amended and supplemented. "Appraiser" means a professional appraiser who may be an employee of Participants. "Bonds" means the bonds of Issuer issued pursuant to Sec- tion 2.02 of the Indenture. "Closing" means any closing held pursuant to Section 4.04 of this Agreement at which a Mortgage Loan is purchased from proceeds in the Acquisition Fund . "Closing Date" means the date of the related Closing . "Code" means the Internal Revenue Code of 1954, as amended and any rules or regulations promulgated thereunder. 2 "Counsel's Opinion" shall mean an opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds (who may also be counsel to Issuer) satisfactory to Trustee. "Errors and Omissions Insurance Policy" means a standard form insurance policy, in form and substance required by FHLMC or FNMA, unless otherwise specified by Trustee, insuring against losses from errors or omissions in the conduct of a business. "FHLMC" means the Federal Home Loan Mortgage Corporation, or any successor. "FNMA" means the Federal National Mortgage Association, or any successor . "Fidelity Bond" means a standard form fidelity bond in form and substance required by FHLMC or FNMA, unless otherwise specified by Trustee. "First Time Homebuyer" means a Mortgagor who has not had an ownership interest in a principal residence at any time during the three-year period ending on the date the Mortgage is executed, as more fully described in Section 4.11 hereof. "Force Majeure" means any cause or event not reasonably within the control of Participants, including , without limi- tation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or any of their departments, agen- cies or officials, or any civil or military authority; insur- rections; riots; landslides; adverse weather conditions; earth- quakes; fires ; storms; droughts ; floods; explosions ; and breakage or accident to transmission wires, machinery, trans- mission pipes or canals. "Indenture" means the Indenture dated as of the date hereof between Issuer and Trustee, and all amendments or supplements thereto. "Insurance Expenses" means expenses incurred by Participant which are recoverable under the insurance policies required to be maintained hereunder , exclusive of amounts representing recoveries of principal and interest on any Mortgage Loan. 3 "Insurance Proceeds" means payments received by Partici- pants under any insurance policy referred to in Section 5.06, 5.07, 5.08, 5.09 or 5.10 hereof with respect to the Mortgage Loans. "Interest Rate Notice" means the notice forwarded to Participants at or about the time of the sale of the Bonds which specifies, among other things, the interest rate on the Mortgage Loans and the date of the expected availability of funds to purchase Mortgage Loans. "Issuer" means the County of Weld, Colorado and any succes- sor. "Liquidation Expenses" means expenses incurred by Partici- pants in connection with the liquidation of any defaulted Mortgage Loan and not recovered by Participants under a Private Mortgage Insurance Policy or the Mortgage Pool Insurance Policy for reasons other than Participants ' failure to comply with Section 5.07 or 5.09 of this Agreement, exclusive of amounts representing recoveries of principal and interest on any Mortgage Loan. "Liquidation Proceeds" means amounts (other than Insurance Proceeds) received by Participants in connection with the liquidation of defaulted Mortgage Loans , whether through trustee's sale, foreclosure or otherwise. "Maximum Acquisition Cost" means the maximum permitted Acquisition Cost for a Single Family Residence. The Maximum Acquisition Cost for Single Family Residences shall be equal to (i) $70,650 for newly constructed (not previously occupied) Single Family Residences , and (ii) $61,200 for existing Single Family Residences. • "Maximum Income" means the total current annualized income (which includes primary base employment earnings and recogniz- able secondary income such as bonuses , commissions , overtime, part-time earnings, dividends and interest and net rental income , which can be reasonably expected to continue in the forseeable future, all as computed at the time of application for a Mortgage Loan pursuant to the credit underwriting stan- dards established by the FHLMC or FNMA Sellers' Guides) at the time of application for a Mortgage Loan of all adult members of a family residing or intending to permanently reside in the Single Family Residence from whatever source derived and before taxes or withholdings. 4 "Mortgage" means the then-effective Federal National Mort- gage Association/Federal Home Loan Mortgage Corporation Uniform Mortgage and Deed of Trust for Colorado, with such modifica- tions as may be required by the terms of this Agreement which secures a Mortgage Loan. "Mortgage File" means the Mortgage documents listed in Exhibit A to this Agreement pertaining to a particular Mortgage Loan, and all other documents that are customarily maintained in mortgage loan files by private institutional mortgage ser- vicers, provided that there need be contained only a copy (or other evidence satisfactory to Trustee) of special hazard or other insurance policies not customarily held by a mortgagee. "Mortgage Loans" means the Mortgage Loans evidenced by the Mortgage Notes secured by the related Mortgages which Issuer purchases pursuant to this Agreement. "Mortgage Note" means the promissory note executed by a Mortgagor to evidence such Mortgagor 's obligation to repay the Mortgage Loan, which shall be the standard FNMA-FHLMC form (or substantial equivalent) for Colorado, except that such instru- ment shall provide for prepayment premiums as described in Section 4.0B (v) of this Agreement. "Mortgage Service Account" means the account by that name to be created and maintained by Participants pursuant to Section 5.03 or 5.02 (b) hereof. "Mortgage Submission Voucher" means the voucher substan- tially in the form of Exhibit B to this Agreement which is submitted to Trustee pursuant to Section 4.03 of this Agreement. "Mortgage Pool Insurance Policy" means the mortgage pool insurance policies which are on file with Trustee, or any replacement policy or policies. "Mortgagee Single Interest Hazard Insurance Policy" means a Mortgagee single interest hazard insurance policy acceptable to Trustee, or any similar policy. "Mortgagor" means a person or persons or families (i) intending to principally and permanently reside as a household in a Single Family Residence, (ii) whose total Maximum Income does not exceed $38 ,500, plus $1,500 for each adult family I 5 member residing or intending to reside in the Single Family Residence and (iii) each such person executing the Mortgage must be a First Time Homebuyer. "Notice Address" means : (a) As to Issuer : County of Weld, Colorado 915 10th Street Greeley, Colorado 80631 (b) As to Trustee: Central Bank of Denver 1515 Arapahoe Street Denver , Colorado 80202 Attention: Corporate Trust Department (c) As to each Participant, the address shown on the Offer to Sell. "Offer to Sell" means the applicable Offer to Sell Single Family Mortgage Loans pursuant to which each Participant offers to sell to Issuer a specific aggregate amount of Mortgage Loans in accordance with the provisions of this Agreement. "Participant" or "Participants" means each home mortgage lending institution which has agreed to sell and service Mortgage Loans pursuant to this Agreement and the related Offer to Sell. "Principal Prepayment" means any Mortgagor payment or other recovery of principal on a Mortgage Loan, including any applic- able prepayment premium thereon, which is received in advance of its scheduled due date and is not accompanied by an amount as to interest representing scheduled interest for any month subsequent to the month of prepayment, and the portion of any insurance, liquidation or other payments representing such amounts, other than the principal payment amounts specified in Section 4.08 (b) hereof. "Private Mortgage Insurance Policy" means a private mort- gage insurance policy issued by an insurance company approved by Trustee and licensed to do business in the State and ap- proved by FHLMC. "Receipts Account" means the account by that name created and maintained pursuant to Section 5.02 of this Agreement. 6 "Service Fee" means an amount equal to a monthly fee of 1/4 of 1% of 1/12 of the unpaid balance on each Mortgage Loan as of the day preceding the last day on which a scheduled payment of principal was paid. "Servicing Officer" means any officer of Participants in- volved in, or responsible for, the administration and servicing of the Mortgage Loans , whose name appears on a list of servic- ing officers furnished to Trustee by Participants, as such list may from time to time be amended. "Single Family Residence" means a residential unit which is taxed as real property under the laws of the State and is located within the boundaries of Issuer , including condominium units and modular housing units , and land appurtenant to the residential unit, (i) which is designed and intended pri- marily for residential housing for one family, (ii) which is determined by qualified appraisal as provided herein to have an expected useful life of not less than 30 years, (iii) which will be occupied by the owner as his or her principal residence within 60 days after financing is provided, (iv) which does not exceed the Maximum Acquisition Cost, and (v) which appurtenant land reasonably maintains the basic livability of the residence and does not provide, other than incidentally, a source of income to the Mortgagor . "Special Hazard Insurance Coverage" means the special hazard insurance coverage which is an endorsement to the Mortgage Pool Insurance Policy which are on file with Trustee , or any replacement policy or policies , insuring against specific special hazards and losses due to physical hazards not covered in the State by a Standard Hazard Insurance Policy. "Standard Hazard Insurance Policy" means a standard home- owner 's fire insurance policy with extended coverage, which shall, in addition to other coverage, provide standard coverage against casualty damage from tornados. "State" means the State of Colorado. "Trustee" means Central Bank of Denver , or any successor thereto. "Uninsured Cause" means any cause of damage to property subject to a Mortgage Loan, the complete restoration of which is not fully reimbursable by the insurance policies required to be maintained pursuant to Section 5.06 or 5.08 of this Agree- ment. 7 ARTICLE II REPRESENTATIONS Section 2.01. Representations , Warranties and Covenants by Issuer . Issuer represents and warrants to, and covenants with, Participants that: (a) Issuer is a county and a political subdivision, duly organized and existing under the Constitution and laws of the State . Pursuant to the Act and a resolution duly adopted by_ it, Issuer has authorized the issuance of the Bonds and the execution and delivery of this Agreement and the Indenture. (b) Issuer hereby finds and determines that the purchasing of the Mortgage Loans under the terms of this Agreement will both further the purposes of the Act and be in the public interest. (c) Issuer has complied with all of the provisions of the Constitution and laws of the State (and in particular the Act) and has full power and authority to consummate all transactions contemplated by the Bonds , this Agreement, the Indenture and any and all other agreements relating thereto. (d) To accomplish the foregoing , Issuer proposes to issue the Bonds on the terms and bases set forth in the Indenture and to use the proceeds thereof as specified therein. Section 2.02. Representations , Warranties and Covenants by Participants. Each Participant represents and warrants to, and covenants with, Issuer that: (a) Participant is a corporation duly organized and existing under the laws of the state of its state of organization or the laws of the United States, is duly authorized to transact business in the State, and custo- marily provides service or otherwise aids in financing mortgages located in the State. (b) Except as may otherwise be provided by Issuer , Participant agrees that during the term of this Agreement it will remain subject to supervision and examination by state or federal authorities, as may be applicable, and s that it will remain in good standing and qualified to do business under the laws of the United States of America or the state of its then state of organization and of the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided that Participant may, without violating the agreement contained in this subsection, consolidate with or merge into another entity, or permit one or more entities to consolidate with or merge into it, or sell or otherwise transfer to another such entity all or substan- tially all of its assets as an entirety and thereafter dissolve, provided the surviving , resulting or transferee entity, as the case may be, shall be subject to the super- vision and examination of state or federal authorities, as may be applicable , and , after giving effect to such trans- action, shall have a net worth substantially equal to that of Participant immediately prior to such acquisition, consolidation or merger , and shall assume in writing all of the obligations of Participant under this Agreement. In the case of a sale of all or substantially all of Partici- pant's assets, Trustee , on behalf of Issuer , shall release Participant in writing , concurrently with and contingent upon such assumption, from all liability hereunder. (c) Participant has the power to execute and deliver the Offer to Sell and this Agreement and to enter into the transactions contemplated by this Agreement , and has duly authorized the execution and performance of this Agreement. (d) Neither the execution and delivery of the Offer to Sell or the consummation of the transactions contem- plated thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of any law or regulation applicable to Participant or of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which Participant is now a party or by which it is bound, or constitute a default under any of the foregoing . (e) Participant will not knowingly take any action or permit any action which is within its control to be taken which would to its knowledge impair the exemption from federal income taxation of interest on the Bonds. 9 (f) Neither the making nor performance of this Agree- ment or the Offer to Sell requires Participant to obtain the consent or approval of any governmental instrumentality or , if such consent or approval is required, Participant has obtained such consent or approval. (g) Participant covenants that its depository ac- counts are insured by the Federal Deposit Insurance Corpo- ration or the Federal Savings and Loan Insurance Corpora- tion or that funds received pursuant to this Agreement or the Indenture are kept in depository accounts of lending institutions which are insured by one of such federal corporations except as otherwise provided in Section 5.02 (a) . (h) Participant covenants to comply in all respects with provisions of the Act; notwithstanding any other provision of this Agreement or the Indenture, to the extent any provision of this Agreement or the Indenture shall conflict with any provisions of the Act or any other ap- plicable law of the State, the provisions of the Act or such other applicable law shall be deemed to be controlling. (i) Participant is and will continue to be an av- proved seller of conventional mortgage loans to FNMA or FHLMC and Participant is and will continue to be an approved servicer of conventional mortgages for FNMA or FHLMC. (j ) Any person (or any related person as defined in Section 103 (b) (6) (C) of the Code) who may originate Mort- gage Loans shall not pursuant to an arrangement, formal or informal, purchase the Bonds in an amount related to the amount of the Mortgage Loans to be funded under the program for such person by Issuer. The representations and warranties contained in this Sec- tion shall be true and correct when made and shall be true and correct as of the date of delivery of the Bonds and while the Bonds are outstanding . ARTICLE III ISSUANCE OF BONDS; APPLICATION OF BOND PROCEEDS Section 3.01. Agreement to Issue Bonds ; Application of Bond Proceeds . Issuer agrees to issue , sell and deliver to the initial purchaser the Bonds on the terms and bases set forth in I 10 1 the Indenture and to apply the Bond proceeds in the manner required by the Indenture. Section 3.02. Payment of Cost of Issuance of Bonds. The 1 payment of all costs in connection with the issuance of the Bonds shall be paid from proceeds of the Bonds as specified in such Section 5.07 of the Indenture. Section 3.03. Limited Liability. All obligations of 1 Issuer incurred hereunder shall be limited obligations of Issuer , payable solely from the revenues and other amounts derived from the Mortgage Loans and Mortgage Notes (including earnings thereon and certain insurance with respect thereto) and from certain reserve funds established in connection there- with. The Bonds and the interest thereon will not constitute an indebtedness , liability, general or moral obligation or a loan of the faith and credit or a charge against any taxing power of Issuer , the State or any other political subdivision thereof within the meaning of any constitutional or statutory provision. ARTICLE IV COMMITMENTS TO BUY AND SELL MORTGAGE LOANS Section 4.01. Commitment to Buy and Sell. Issuer hereby agrees to purchase, and each Participant agrees to use its best efforts to sell to Issuer , Mortgage Loans in an aggregate prin- cipal amount equal, as nearly as practicable, to the sum accepted by Issuer in the Offer to Sell, which sum shall be an amount not less than $500 ,000, all on the conditions and terms set forth in the Offer to Sell and in this Agreement. Participants may sell Mortgage Loans to Trustee, on behalf of Issuer , after the expiration of the Special Mandatory Redemption Period. The proceeds in the Acquisition Fund available to each Participant pursuant to the Offer to Sell may be applied by Participants to the origination and purchase of Mortgage Loans in any manner and for any purpose consistent with other pro- visions of this Agreement and, with respect to such proceeds , Participants shall be permitted to precommit or reserve during the first three months of the program 75% of such proceeds to builders, developers or realtors in any amount deemed appropri- ate by Participants and , after such three-month period , Partic- ipant shall be permitted to so precommit any remaining portion of its allocation. 11 Section 4.02. Mortgage Loan Amount; Fees. The amount of each Mortgage Loan purchased by Issuer shall be the amount agreed upon by a Participant and a Mortgagor which amount shall include accrued interest on the Mortgage Loan from the most recent due date for payment of principal or interest by the Mortgagor with respect to such Mortgage Loan for which payment was in fact made by such Mortgagor with respect to such Mort- gage Loan. Participants may directly charge the seller or potential mortgagor fees in the aggregate amount of 3.5% of the principal amount of the Mortgage Loan as follows: Participants may directly charge the seller or Mortgagor in connection with the origination of all Mortgage Loans an origination fee not to exceed 1% of the principal amount of such Mortgage Loans; in connection with the origination of Mortgage Loans , Participant shall charge the seller or the Mortgagor of the Single Family Residence a program participation fee equal to 2.5% of the related Mortgage Loan, of which fee 0.5% of the related Mortgage Loan shall be conveyed by Participants at the time of Closing of such Mortgage Loan to Trustee for deposit into the General Account and 2% of the related Mortgage Loan shall be retained by Participants representing a full return to Partic- ipants of the applicable commitment fees deposited by Partici- pants. Participants shall not be entitled to any further reimbursement in the event any portion of proceeds is not applied to the funding of Mortgage Loans within the applicable I period set forth herein and in the Indenture. Participants may also charge an amount equal to (i) all charges paid or incurred by Participants for hazard or life insurance premiums, survey, title insurance, abstract and attorneys' fees, recording or registration charges , escrow fees and similar charges , (ii) all reasonable charges paid or incurred by Participants for credit reports , appraisal fees and closing costs and (iii) the actual and verifiable cost to Participants of carrying such Mortgage Loan as a part of its portfolio of mortgages during the period commencing upon the origination and funding by Participants of such Mortgage Loan and ending on the sale thereof to Issuer . Each Mortgage Note shall bear the interest rate specified in the Interest Rate Notice. Trustee shall purchase , from the Acquisition Fund on each Closing Date, each Mortgage Loan under the terms and conditions herein specified. Section 4.03. Mortgage Loan Submission. A Mortgage Sub- mission Voucher in the form attached hereto as Exhibit B for each Mortgage Loan purchased by Issuer shall be delivered to Trustee or its designated agent a reasonable time prior to the 12 proposed date of any disbursement from the Acquisition Fund for the purpose of purchasing such Mortgage Loan. Each Mortgage Loan shall provide for regular payments of principal and inter- est on a monthly basis on the first day of each month. At the time of each purchase of a Mortgage Loan by Issuer, each Par- ticipant shall present to Trustee (i) a copy of the duly exe- cuted Mortgage indicating Participant as mortgagee, (ii) a copy of the duly executed assignment of Mortgage (on the standard form which may be incorporated as part of the form of the Mort- gage) showing the assignee of the Mortgage as Trustee, and (iii) the original duly executed Mortgage Note endorsed by each Participant as follows: "Pay to the order of Central Bank of Denver , as Trustee under an Indenture, dated as of December 1, 1981, between the County of Weld, Colorado and such Trustee, without recourse. " The original duly executed Mortgage and Assignment of Mortgage shall be forwarded to Trustee after recordation not later than 60 days after the closing . Section 4.04. Closings. The Closing for the sale of each Mortgage Loan shall take place at the office of Trustee or at such other place as shall be mutually agreeable to Trustee and Participants . Closings shall be in such numbers or for such principal amounts of Mortgage Loans and at such times as shall be mutually agreeable to Participants and Trustee; provided , however , that Trustee shall not purchase Mortgage Loan from any Participant in excess of the amount accepted by Issuer in the Offer to Sell. All Mortgagor payments of principal, interest, taxes or insurance collected by Participants with respect to a Mortgage Loan prior to the Closing for such Mortgage Loan shall be held by Participants until the Closing . On such Closing , such amounts shall be deposited by Participants in the appropriate fund or account created hereunder as if such amount had been received subsequent to the Closing . Section 4.05. Closing Documents. Participants shall submit to Trustee (or its designated agent) the following documents in connection with the Closing for each Mortgage Loan: (a) At the Closing , each Participant shall have in its possession the Mortgage Note and other documents required to be delivered to Trustee (as hereinafter described) . Within 60 days after Closing , Participants agrees to deliver to Trustee the documents specified in 13 Part I of Exhibit A hereto and Trustee shall have 30 days after the receipt thereof to review and approve or dis- approve the same as a Mortgage Loan which meets the criteria specified in this Agreement and elsewhere. (b) At such time as is specified pursuant to Section 4.03 hereof, each Participant shall submit for each Mort- gage Loan to be purchased a Mortgage Submission Voucher for examination by Trustee or its designated agent. At the Closing , the Mortgage Submission Voucher shall be updated , if deemed, necessary by Trustee. Section 4.06. Mortgage File. Each Participant shall, at its own expense, maintain the Mortgage File with respect to each Mortgage Loan. Each Mortgage File shall be maintained by each Participant for a minimum of three years from the date the Mortgage Loan is fully paid or otherwise terminated. The Mortgage Files shall be kept at each Participant's regular " place of business and shall be available for inspection by Trustee at such reasonable times and in such a reasonable manner as Trustee shall determine. Section 4.07. Defective Documents . If any document or documents constituting a part of a Mortgage File are defective in any material respect, Participants shall cure the defect within a period of 60 days from the time Trustee notifies any Participant of the existence of the defect. Participants hereby covenant and agree that, if any material defect cannot be cured within such 60-day period, Participants shall, not later than 90 days after Trustee 's notice to it respecting such defect, repurchase the related Mortgage Loan from Issuer at a price equal to (i) 100% of the principal remaining unpaid on such Mortgage Loan plus (ii) accrued interest thereon to the date of the purchase. The repurchase price for the repurchased Mortgage Loan shall constitute a Principal Prepayment and shall be deposited in the Receipts Account and, upon receipt by Trus- tee of written notification of such deposit signed by a Servic- ing Officer , Trustee shall release the related Mortgage Note and Mortgage to Participants. Trustee, as agent for Issuer (and Trustee is hereby irrevocably appointed as Issuer 's agent and attorney-in-fact for such purpose) , shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in Par- ticipants the Mortgage Note and Mortgage released pursuant hereto. It is understood and agreed that the obligation of Participants to repurchase the Mortgage Loan as to which the defect in a Mortgage File document occurred and is continuing shall constitute the sole remedy respecting such defect avail- able to Issuer or Trustee. 11 14 Section 4.08. Representations, Warranties and Covenants of Participants Concerning Mortgage Loans. Each Participant makes the following representations, warranties and covenants with Issuer with respect to the origination of Mortgage Loans: (a) Mortgage Loans shall be made only to Mortgagors for the purpose of providing financing for the acquisition of a Single Family Residence; the Mortgagor occupies or will occupy the related Single Family Residence as a prin- cipal residence and each Mortgagor is a First Time Home- buyer; Mortgage Loans shall not be made for the purpose of refinancing any existing loan, other than a construction period loan, bridge loan or similar temporary initial financing; the information set forth in each Mortgage Submission Voucher will be true and correct at the Closing Date thereof; each Mortgage Loan shall have been made pursuant to a written commitment entered into subsequent to the date of delivery of the Bonds and each Mortgage Loan will satisfy all applicable provisions of this Agreement; (b) Each Mortgage Loan will be secured by a Mortgage on a Single Family Residence which will be located within the boundaries of Issuer; will be made substantially in accordance with Participant 's then current standard underwriting policies, which shall, as to matters not covered by this Agreement, be at least equal to the then current standards set forth in the FHLMC or FNMA Sellers ' Guides , subject to acceptance by the insurers under the Mortgage Trust Insurance Policy and the Special Hazard Insurance Policy; will have a term of approximately 16 years; shall have monthly payments of principal and interest prior to the final maturity thereof on an amortized basis of 30 years, which monthly payments of principal and interest shall be increased by 3% of the amount thereof for the prior year on March 1, 1983 and each March 1 thereafter , up to and including March 1, 1992 and thereafter will have substantially level payments; and Participant will have determined that the Mortgagor 's income does not exceed the Maximum Income; (c) No Mortgage Loan shall be purchased, the original principal amount of which exceeds 95% of the lesser of the purchase price or the initial appraised value of the Single Family Residence subject to the Mortgage Loan; of the I 15 Mortgage Loans, not more than 75% of the aggregate princi- pal amount of such Mortgage Loans may have an original principal amount which exceeds 90 to 95% of the lesser of the purchase price or initial appraised value of the Single Family Residence subject to the Mortgage Loan; (d) As of the Closing Date for any Mortgage Loan, the original principal amount of which exceeds 80% of the lesser of the purchase price or the initial appraised value of the Single Family Residence subject to the related Mort- gage, such Mortgage Loan will be insured under a Private Mortgage "Insurance Policy in an amount so that the unin- sured portion of such Mortgage Loan does not exceed 75% of the above-described value of such property, which insurance will be maintained until the remaining principal amount of the Mortgage Loan is reduced to 80% of the above-described value of such property or during the period Issuer has an interest in the Mortgage Loan, whichever period is less; (e) As of the Closing Date, all Mortgage Loans will be secured by a valid first lien on the Single Family Resi- dence, subject only to the lien of current real property taxes and assessments, and covenants, conditions and restrictions , rights of way, easements and other matters of public record as of the date of recording of the related Mortgage, such exceptions appearing of record being either acceptable to lending institutions generally or taken into account and reflected in the appraisal made in connection with the origination of the Mortgage Loan; provided, no such exceptions shall be allowed which , in the opinion of Trustee, might have the effect of adversely affecting the value or marketability of the Mortgage Loan in the secondary market; (f) As of the Closing Date, Participant shall have in its possession with respect to the property financed by all Mortgage Loans an American Land Title Association approved mortgagee guaranty title insurance policy (or a commitment therefor) in an amount at least equal to the outstanding principal amount of the Mortgage Loan, naming Participant and its successors and assigns (including the Trustee) as insureds, and insuring that the Mortgage securing the Mortgage Loan constitutes a valid first lien on such 1 property, subject only to the exceptions described in the preceding subsection (e) and, if no survey is obtained in connection with the Mortgage Loan, subject to matters of survey; 16 (g) As of the Closing Date, the improvements upon the real property subject to the Mortgage Loan will be covered by a valid and existing Standard Hazard Insurance Policy with an endorsement in favor of Participant and/or assigns , in an amount equal to the greater of the unpaid principal amount of the Mortgage Loan or an amount equal to at least 80% of the cost of replacing the applicable property, or a commitment for the issuance of the same so long as such policy is to be delivered in due course; (h) The terms, covenants and conditions of the Mort- gage Loan shall not have been and shall not prior to the Closing Date be waived, altered, impaired or modified in any respect which would materially affect the value, valid- ity, enforceability or prompt payment of the Mortgage Loan, or the security of the Mortgage securing the Mortgage Loan, except for such waivers , alterations and the like accom- plished by Participant prior to the Closing Date and disclosed in writing to Trustee; (i) As of the Closing Date, payments, if any, due on the Mortgage Note prior to the first day of the preceding month shall have been current; (j) As of the Closing Date there shall be no delin- quent tax or delinquent assessment lien against the prop- erty financed by the Mortgage Loan; (k) As of the Closing Date, Participant shall not have done any act to create an offset, defense or counter- claim to the Mortgage Loan, including the obligation of the Mortgagor to pay the unpaid principal of and interest on the Mortgage Loan; (1) As of the Closing Date , there shall be no re- corded mechanics ' liens or claims for work, labor or mate- rial affecting the premises financed by the Mortgage Loan which are or may be a lien prior to, or equal with, the lien of the Mortgage securing the Mortgage Loan, unless the policy of title insurance referred to in subsection (f) above insures against such risks; (m) As of the Closing Date , with respect to all Mortgage Loans, based upon an inspection performed in connection with making such Mortgage Loan, Participant has 17 no knowledge that the physical property financed by such Mortgage Loan is not free of material damage and is not in general good repair; (n) Each Mortgage Loan, at the time it shall have been made, shall have conformed to all disclosures required to be made by the Real Estate Settlement Procedures Act and the Federal Truth-in-Lending Act or any similar applicable law; (o) Each of the documents required to be filed in a public office to perfect the lien of the Mortgage securing such Mortgage Loan against third parties shall have been duly recorded by Participant in the proper public office in order to give constructive notice thereof to all subsequent purchasers or encumbrancers of the property financed by such Mortgage Loan; (p) Each Mortgage Loan at the time it shall have been made shall have complied with applicable State and federal usury laws and all other applicable laws ; (q) The Mortgagor of a Mortgage Loan shall not have conveyed such Mortgagor ' s right, title or interest to or in the property financed by the Mortgage Loan to any party; (r) The fees charged , the stated interest rate and other terms for each Mortgage Loan shall be in compliance with the terms of this Agreement; (s) The real property financed by each Mortgage Loan and secured by a Mortgage thereon has not been damaged by waste, fire , earthquake, windstorm, flood, tornado or other cause; (t) As of the Closing Date, Participant shall have no knowledge of any condemnation proceeding being instituted or threatened against the real property to be made subject to the Mortgage or improvements thereon; (u) As of the Closing Date, Participant shall have no knowledge of any facts or circumstances, economic or otherwise, which may have an adverse effect on the credit of any Mortgagor , the prospect of prompt payment of any Mortgage Loan or the value of any security therefor ; 18 (v) Each Mortgage Note on a Mortgage Loan shall provide for a prepayment penalty equal to the following percentages of the then unpaid principal amount of the Mortgage Note for the following years of such Mortgage Note as set forth below: Year Prepayment (following Closing Penalty Date of Mortgage Loan) 3 % 1 2-1/2 2 2 3 1-1/2 4 1 5 1/2 6 0 Thereafter (w) Participant covenants to review applicable credit reports and related documents required in connection with any application by a potential Mortgagor and to assure itself, prior to approving such application, that such potential Mortgagor has the capacity to repay the Mortgage Loan; (x) As of the Closing Date , Participant shall have no knowledge of any circumstances or conditions with respect to the Mortgagor , the Single Family Residence, the Mortgage Loan or any related document that could reasonably be ex- pected to cause prudent private investors in the secondary market to regard the Mortgage Loan as an unacceptable in- vestment, or cause the Mortgage Loan to become delinquent or to adversely affect the value or the marketability of the Mortgage Loan; (y) Participant agrees to direct the Mortgagor to make payments with respect to the Mortgage Loan in accord- ance with this Agreement; (z) With respect to any Mortgage Loan made for the purpose of acquiring a newly-constructed Single Family Residence for which Participant has provided construction financing , Participant agrees that a new appraisal of the Single Family Residence be undertaken by an Appraiser in order to establish the Acquisition Cost of the Single Family Residence in accordance with the provisions hereof; 19 (aa) Mortgage Loans shall be conventional mortgage loans with private mortgage insurance where applicable; and (bb) Participant shall cause the Mortgagor to covenant to maintain the properties subject to the Mortgage in good repair pursuant to the Mortgage and Participant shall carry all proper insurance with respect thereto in the event that the owners or occupants of such properties fail to do so; in addition, provisions of the Mortgage shall require that the owners or occupants of the properties subject to the Mortgage pay all taxes which all taxing entities are en- titled to receive from such persons with respect to such properties. It is understood and agreed that the representations, warranties and covenants set forth in this Section shall sur- vive the making of the Mortgage Loans and that the representa- tions, warranties and covenants shall inure to the benefit of the transferees and assigns of Issuer which, under the Inden- ture, include Trustee and the Bondholders. Upon discovery by any Participant, Trustee or Issuer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interest of Issuer in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the others . Within 60 days of its discovery or its receipt of notice of breach , Participants shall cure such breach in all material respects or shall purchase the Mortgage Loan from Issuer in the manner and at the purchase price set forth in Section 4.07 hereof . It is understood and agreed that the obligation of Participants to purchase the Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Issuer or Trustee. Section 4.09 . Good Faith Compliance by Participants . Participants must require and examine the following affidavits and income tax returns and undertake the following reasonable investigations with respect to Mortgage Loans, and, as applic- able, make provisions for the following covenants in the Mort- gage Loan: (i) require and examine an affidavit that the Mort- gagor intends to occupy the premises purchased with the pro- ceeds of the Mortgage Loan as the principal residence of the Mortgagor within 60 days after the closing of the Mortgage Loan; (ii) the Mortgage Loan shall provide that it shall become 20 immediately due and payable if Mortgagor fails to occupy such premises as described in Section 4.09 (i) within 60 days after closing of the Mortgage Loan; (iii) require and examine an affidavit that the Mortgagor does not reasonably expect to use more than 15 percent of the total area of the premises in a trade or business ; (iv) require and examine an affidavit of the Mortgagor that the premises is located within the County of Weld, Colorado; (v) require and examine an affidavit of the Mortgagor and the seller of the premises that the Acquisition Cost is correct; (vi) require and examine copies of the Mort- gagor 's signed Federal Income Tax Returns (whether long Form 1040 or short .Form 1040A) for the three previous calendar years . If a Mortgagor is unable to furnish copies of such returns, Participants shall obtain copies of such returns from the appropriate Service Center of the Internal Revenue Service by causing the Mortgagor to request the same in writing in substantially the form set forth in Exhibit C hereto. In lieu of the foregoing returns , the Mortgagor may provide an affi- davit that the Mortgagor was not required to file such returns in accordance with Section 6012 of the Code during one or all of the preceding three years. Participant shall verify from the returns obtained that the Mortgagor has not claimed deduc- t tions for real estate or other taxes or interest on indebted- ness with respect to real property constituting the principal residence in such three previous years; and (vii) an affidavit of the Mortgagor that no part of the Mortgage Loan proceeds are used to acquire or replace an existing mortgage , and that the Mortgage Loan is made to persons who did not have a mortgage (whether or not paid off) on the Single Family Residence secur- ing the Mortgage Note , except for construction period loan or temporary initial financing of 24 months or less with respect to the residence securing the Mortgage Note when the proceeds of the Mortgage Note are used to repay such financing. The affidavits referred to in this Section 4.09 may be encompassed in the affidavit referred to in Section 4.12 hereof. If it is determined that any of the representations or covenants contained in this Agreement are breached , Partici- pants shall either cure such breach in all material respects or shall purchase such Mortgage Loan for a price equal to 100% of the principal remaining unpaid on such Mortgage Loan plus interest accrued and unpaid thereon to the date of purchase. Such discovery of breach may be made by Participants , Trustee or Issuer and must be cured within 30 days of its discovery or receipt of notice of breach by Participants. Except as set forth in this paragraph , Participants shall cure such breach or shall repurchase such Mortgage Loan in the manner provided in Section 4.07 hereof. 21 Section 4.10. Acquisition Cost of a Residence. The Acqui- sition Cost of a Single Family Residence is the cost of acquir- ing the residence from the seller as a completed residential unit. The acquisition cost includes the following: (a) All amounts paid , either in cash or in kind, by the purchaser (or a related party or for the benefit of the purchaser) to the seller (or a related party or for the benefit of the seller) as consideration for the residence. A residence includes property that is a fixture under local law, such as light fixtures or wall-to-wall carpeting. If the purchaser purports to separately purchase such fix- tures , the cost of those fixtures must be included in the cost of acquisition. Property which is not considered a fixture under local law, such as appliances, is not con- sidered part of a residence and the cost of acquiring such items does not have to be included in the cost of acquiring the residence (unless the cost of acquiring such items is in excess of fair market value, in which case the amount of the excess must be included in the Acquisition Cost of the residence) . Thus, if the purchaser agrees to purchase the refrigerator , washer and dryer from the seller for 81,000 more than the fair market value of such items, such $1,000 must be included in the Acquisition Cost. Similarly, if as part of the purchase of the residence the purchaser agrees to pay or assume liability for a debt of the seller , the amount of such debt must be included as part of the cost in the Acquisition Cost. (b) If a residence is incomplete , the reasonable cost of completing the residence whether or not the cost of completing construction is to be financed with proceeds of the Mortgage Loan. Where a Mortgagor purchases a building which is so incomplete that occupancy of the building is not permitted under local law, the acquisition cost in- cludes the cost of completing the building so that occu- pancy of the building is permitted. Thus, if a builder normally sells residences with an uncompleted recreation room but a completed third floor and a garage, but is selling a residence with no garage and an uncompleted recreation room and third floor to a Mortgagor , the cost of completion of the third floor (but not the recreation room) and the cost of addition of a garage must be included in the Acquisition Cost of the residence. On the other hand, if a Mortgagor purchases an existing home and then spends 22 $3,000 to paint it, refinish the floors and make minor repairs, such $3,000 is not included in the Acquisition Cost of the residence. (c) Where a residence is purchased subject to a ground rent, the capitalized value of the ground rent must be included. Such value shall be calculated using a discount rate specified by the Issuer . The Acquisition Cost does not include the following: (a) The usual and reasonable settlement for financing costs. Settlement costs include titling and transfer costs, title insurance , survey fees or other similar costs. Financing costs include credit reference fees , legal fees, appraisal expenses , "points" which are paid by the buyer (but not the seller , even though borne by the Mortgagor through a higher Acquisition Cost) or other costs of financing the residence. However , such amounts will be excluded in determining Acquisition Cost only to the extent that the amounts do not exceed the usual and reasonable costs which would be paid by the buyer where financing is not provided through a qualified mortgage bond program. For example, if the purchaser agrees to pay to the seller more than a pro rata share of property taxes, such excess shall be treated as part of the Acquisition Cost of a residence. (b) The value of services performed by the Mortgagor or members of the Mortgagor 's family in completing the residence. For purposes of the preceding sentence , the family of an individual shall include only the individual' s brothers and sisters (whether by the whole or half blood) , spouse, ancestors and lineal descendants. For example, where the Mortgagor builds a home alone or with the help of family members, the Acquisition Cost includes the cost of materials provided and work performed by subcontractors (whether or not related to the Mortgagor) but does not include the imputed cost of any labor actually performed by the Mortgagor or a member of the Mortgagor 's family in constructing the residence. Similarly, where the Mortgagor purchases an incomplete residence the Acquisition Cost includes the cost of material and labor paid by the Mort- gagor to complete the residence but does not include the imputed value of the Mortgagor 's labor or the labor of the Mortgagor 's family in completing the residence. 23 (c) The cost of land which has been owned by the Mortgagor for at least two years prior to the date on which construction of the residence begins. Section 4.11. First Time Homebuyer . Each person executing the Mortgage (not the Mortgage Note) and to whom financing is provided by the Mortgage Note must be a First Time Homebuyer . Each such person must not have had a present ownership interest in a principal residence at any time during the three-year period prior to the date on which the Mortgage is executed. For purposes of the preceding sentence, the Mortgagor ' s inter- est in the residence with respect to which the financing is being provided is not taken into account. With respect to Mortgage Loans, in the event that there is more than one Mortgagor signing the Mortgage with respect to a particular residence , each of such Mortgagors must meet the three-year requirement. A person who is liable under the Mortgage Note secured by the Mortgage but who does not have a present ownership interest in the residence subject to the Mortgage need not meet the three-year requirement. For exam- ple, where a parent of a home purchaser cosigns the Mortgage Note for a child but the parent takes no interest in the residence, it is not necessary that the parent meet the three-year requirement since the parent is not a Mortgagor of the residence. Examples of interests which constitute present ownership interests (and thus would result in a potential home purchaser failing to meet the First Time Homebuyer requirements) are the following: (a) A fee simple interest; (b) A joint tenancy, a tenancy in common or a tenancy by the entirety; (c) The interest of a tenant-shareholder in a co- operative; (d) A life estate; (e) A land contract (i .e. a contract pursuant to which possession and the benefits and burdens of ownership are transferred although legal title is not transferred until some later time) ; 24 (f) An interest held in trust for the Mortgagor (whether or not created by the Mortgagor) that would con- stitute a present ownership interest if held directly by the Mortgagor; and (g) An interest in a mobile home that is required to be taxed as real property under State law. Examples of interests which do not constitute present ownership interests (and thus would not result in a potential home purchaser failing to meet the First Time Homebuyer re- quirements) are the following : (a) A remainder interest; (b) A lease with or without an option to purchase; (c) A mere expectancy to inherit an interest in a principal residence; (d) The interest that a purchaser of a residence acquires on the execution of a purchase contract; (e) An interest in other than a principal residence during the previous three years; and (f) An interest in a mobile home that is not required to be taxed as real property under State law. Section 4.12. Amendments to Income Tax Regulations. Reference is hereby made to the amendments released on November 5, 1981 to Section 6 (a) .103A-2 (c) (1) (ii ) of the Temporary Income Tax Regulations under Title 11 of the Omnibus Reconcil- iation Act of 1980. Participant hereby agrees to obtain an affidavit from each Mortgagor of a Mortgage Loan prior to closing relating to such amendments in the form attached hereto as Exhibit C. L -711 • .S 25 ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 5.01. Function of Participants. Participants shall service and administer the Mortgage Loans and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem neces- sary or desirable. Without limiting the generality of the foregoing, Participants shall, and are hereby irrevocably authorized and empowered by Issuer to, execute and deliver , in Participants ' own name , on behalf of itself and Issuer , any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instru- ments, with respect to the Mortgage Loans and with respect to the properties subject to the Mortgages securing the Mortgage Loans. In servicing the Mortgage Loans, Participants shall within 60 days with respect to Mortgage Loans_which are- .delin-. qu— z ntn—two-monthiy mints, unless otherwise directed by r . silefi"aelin ifilio'to' lie"cuied 'or initiate f6?eclusure prodeedifige. Without limiting the generality of the foregoing paragraph, Participants hereby agree to service the Mortgage Loans accord- ing to servicing procedures (and to follow the collection pro- cedures) as required by the FNMA and the FHMLC and in no event at a lesser standard of service than is maintained on loans owned and held in its own portfolio by each Participant. Any entity appointed as a successor to any Participant to service the Mortgage Loans shall be subject to review and shall conduct its activities in accordance with the servicing requirements set forth above as applied to such successor . In addition to expenses required to be paid by each Partic- ipant as otherwise herein specified , such Participant agrees to pay (i) all costs or expenses resulting from failure by such Participant to file claims for losses relating to Mortgage Loans (including the failure to file claims under the insurance policies referred to in Sections 5.06, 5.07, 5.08 , 5.09 or 5.10 hereof) , (ii) all costs or expenses resulting from failure by such Participant to foreclose Mortgages relating to defaulted Mortgage Loans in a timely manner , (iii) reasonable costs and expenses incurred by Trustee in investigating servicing activi- ties of such Participant when, in the discretion of Trustee, . 1 26 such investigation is warranted on the basis of monthly reports filed by such Participant, and (iv) costs and expenses incurred by Trustee involved in replacing such Participant as a servicer of Mortgage Loans in accordance with provisions of this Agree- ment and the Indenture (including any compensation to be paid to such replacement servicer in excess of the amount to be paid to such Participant under this Agreement) . As compensation for its activities hereunder and in consid- eration for servicing the Mortgage Loans , Participants shall be entitled to receive and retain the Service Fee but only in the manner as provided in this Agreement. In addition, Partici- pants shall be entitled to servicing compensation out of Insur- ance Proceeds or Liquidation Proceeds to the extent permitted by Section 5.04 hereof. Additional servicing compensation in the form of late payment charges or otherwise, if any, may be received and retained by Participants. Participants shall be required to pay all expenses incurred in connection with ser- vicing activities hereunder (including maintenance of the Mortgagee Single Interest Hazard Insurance Policy (if applic- able) or the insurance required by Sections 5.06, 5.07 and 5.10 hereof) and shall not be entitled to reimbursement therefor , except as specifically provided in Sections 5.03, 5.04 and 5.12 hereof and Section 5.09 of the Indenture. Section 5.02. Collection of Certain Mortgage Loan Pay- ments; Receipts Account. Participants shall make all reason- able efforts to collect all payments called for under the terms and provisions of the Mortgage Loans. (a) Each Participant shall establish and maintain the Receipts Account as a separate account held in trust for the benefit of Trustee on behalf of Issuer . All funds held in the Receipts Account shall constitute funds of Issuer from the time of deposit therein and the Receipts Account shall be insured by the FDIC or the FSLIC and secured to the extent required by the laws of the State . Each Par- ticipant shall deposit in the Receipts Account no later than one business day subsequent to the receipt thereof all payments and collections received directly by it with respect to the Mortgage Loans , including Insurance Proceeds (except as may otherwise be required by Section 5.05 of this Agreement) and Liquidation Proceeds , but not including amounts representing collections of taxes , assessments and similar items which each Participant shall deposit in the 27 Mortgage Service Account pursuant to Section 5.03 hereof , including Participant's Service Fee. The Receipts Account maintained by Participant shall be identified in the re- cords of Participant as being established in accordance with this Agreement and shall be described as being for the benefit of Trustee on behalf of Issuer , and Participant shall hold the Receipts Account in trust as a fiduciary for Trustee. The foregoing requirements for deposit in the Receipts Account shall constitute the sole obligation of Participant with respect thereto. All funds deposited in the Receipts Account shall be held therein until remitted on the 20th day of each month to Trustee for deposit in the Principal Account and the General Account, together with an accounting as of the close of business on the preceding 15th day of each month as to the amount transferred which was received subsequent to the close of business on the 15th day of the preceding month which represents principal payments, Principal Prepayments and interest on the Mort- gage Loans; provided , however , that the Participant may retain the Service Fee and shall not be required to remit the Service Fee to Trustee; and , provided , further however , that in the event that the amount in the Receipts Account exceeds the maximum amount then insurable by FDIC or FSLIC, Participant either shall (i) remit all such funds imme- diately to Trustee or (ii) secure the uninsured amount in the Receipts Account by an immediate deposit with Trustee of Governmental Obligations equal to 110% of such uninsured amount. The Receipts Account shall not be interest bearing . (b) As an alternative to Sections 5.02 (a) and 5.03, each Participant may establish and maintain with itself or with another depository approved by Trustee an alternate account. Promptly after the collection of each monthly payment, each Participant shall deposit the portion thereof applicable to the payment or prepayment of principal and interest on each Mortgage Loan in the alternate account. Physical segregation of the funds deposited in the alter- nate account is not required and may be commingled with funds of other accounts established and maintained by Participant, upon the express condition that Participant shall at all times maintain records that adequately reflect the vested and ascertainable interests of Trustee in the those funds which would otherwise be deposited in the Receipts Account pursuant to Section 5.02 (a) hereof and the Mortgage Service Account pursuant to Section 5.03 hereof, 28 and that such alternate account shall be maintained in a bank or other financial institution whose accounts are insured by the FDIC or the FSLIC and shall be held in such account until disbursed in accordance with the provisions of this Agreement. As additional security for moneys deposited in such alternate account, Participant shall , at all times , provide that such moneys are (i) secured by the deposit with Trustee of collateral (consisting of transfer- able Governmental Obligations that are eligible to serve as and held in the same manner as collateral for public funds the liquidity of which is satisfactory to Trustee) in an amount equal to 2% of the outstanding principal balance of the Mortgage Loans which Participant is required to ser- vice, or (ii) secured by a surety bond issued by a quali- fied insurer (which qualified insurer will be a nationally recognized insurance underwriter evaluated in the highest category by rating agency or agencies that rate single family mortgage revenue bonds) equal to 2% of the outstand- ing principal balance of the Mortgage Loans which Partici- pant is required to service. Section 5.03. Collection of Taxes , Assessments and Similar Items; Mortgage Service Account. In addition to the Receipts Account, each Participant shall establish and maintain with itself or otherwise a Mortgage Service Account and shall depos- it therein amounts representing collections of ad valorem taxes , assessments, premiums on any Standard Hazard Insurance Policy, Flood Insurance Policy or Private Mortgage Insurance Policy required herein and , to the extent each Participant deems the same reasonably necessary, comparable items for the account of the Mortgagors. The Mortgage Service Account shall be identified in the records of the depository in which it is held as being established in accordance with this Agreement and shall be described as being for the benefit of Trustee on behalf of Issuer , and each Participant shall hold the Mortgage Service Account in trust as a fiduciary for Trustee. With- drawals from the Mortgage Service Account may be made only to effect timely payments of taxes , assessments, insurance premi- ums or comparable items with respect to the Mortgage Loans , or to reimburse Participants out of related collections for any premium payments made pursuant to any Standard Hazard Insurance Policy, Flood Insurance Policy or Private Mortgage Insurance Policy required hereby and any real estate taxes or assessments advanced by Participants. Participants shall not be required to pay interest on any moneys at any time in the Mortgage L 29 Service Account; provided such Mortgage Service Account may be interest-bearing in the sole discretion of Participants . Unless Participants shall be required by law to pay interest to the respective Mortgagors on funds in the Mortgage Service Account, Participants shall retain such interest to defray its expenses in servicing the Mortgage Service Account. The Mort- gage Service Account shall be covered and insured to the maxi- mum extent possible under the FDIC or the FSLIC. Participants shall maintain accurate records with respect to deposits and disbursements from the Mortgage Service Account, which shall be made available to Trustee. Section 5.04. Receipts Account Reports; Requisitions for Reimbursements. On or before the 20th day of each month each Participant shall submit to Trustee a report specifying the amount of funds in the Receipts Account collected as of the close of business on the preceding 15th day of each such month which were received subsequent to the close of business on the 15th day of the preceding month and , with respect to such funds , shall specify the amount representing: (i) regularly scheduled Mortgage Loan principal payments; (ii) Principal Prepayments; (iii) amounts derived from any policy of Standard Hazard Insurance or the Mortgagee Single Interest Hazard Insurance Policy to be applied to the restoration or repair of property insured by such policy; and (iv) the balance of such funds. The report shall specify the amount retained by each Participant as its Service Fee and shall specify the deposits to and disbursements from the Mortgage Service Account. Each Participant shall direct requisitions to Trustee with appropriate documentation attached to effect payment from the General Account subject to the provisions of the Indenture to: (a) Reimburse itself to the extent there are moneys available therefor for amounts expended by it with respect to the related Mortgage Loan pursuant to Section 5.12 hereof in good faith in connection with the restoration of property damaged by an Uninsured Cause; (b) Reimburse itself for Insurance Expenses and pay itself any unpaid Service Fee on the related Mortgage Loan, such payment being limited to the amount, if any, by which the aggregate of the Liquidation Proceeds , if any, and Insurance Proceeds received in connection with the liquida- tion of the defaulted Mortgage Loan is , after the deductio _�j 30 of Insurance Expenses and any amounts deducted pursuant to subsection (a) above , in excess of the principal balance of such Mortgage Loan together with accrued and unpaid inter- est thereon; (c) Reimburse itself for Liquidation Expenses and , to the extent that Liquidation Proceeds after such reimburse- ment and any other reimbursement pursuant to subsection (a) above are in excess of the principal balance of the related Mortgage Loan together with accrued and unpaid interest thereon, pay to itself such excess as servicing compensa- tion on the related Mortgage; and (d) Reimburse itself for late recoveries of all real estate taxes advanced by each Participant and premiums paid by each Participant for insurance referred to in Sections 5.06 and 5.07 and premiums for flood insurance referred to in Section 5.08 of this Agreement to the extent not reim- bursed by Mortgagor or from the Mortgage Service Account. Each Participant may, but is not obligated to, advance its own funds to the Receipts Account in place of all or a part of a delinquent payment on a Mortgage Loan, and in such case each Participant shall be reimbursed for such advance when such / delinquent payment is received. Since , in connection with withdrawals pursuant to the foregoing , Participant ' s entitle- ment thereto is limited to collections or other recoveries on !1 the related Mortgage Loan, each Participant shall keep and maintain separate accounting for each Mortgage Loan for the f purpose of justifying any such reimbursement. if Section 5.05. Claims Against Insurers of Mortgage Loans. In connection with its activities as originator and servicer of the Mortgage Loans, each Participant agrees to comply with any requirements imposed by any insurers of any insurance under this Agreement including the insurance policies and bonds referred to in Sections 5.06 through 5.10 hereof and with all relevant State and federal laws and to present, on behalf of the parties in interest, claims against all such insurers of Mortgage Loans or mortgaged premises, and , in this regard, to take such reasonable action as shall be necessary to permit recovery under all such insurance policies. Pursuant to Sec- tion 5.02 hereof , any amounts collected from insurers with respect to the Mortgage Loans shall be forthwith deposited in the Receipts Account, subject to reimbursement pursuant to 31 Section 5.04 hereof. Issuer and Trustee shall be named as insureds as their interests may appear , where appropriate, under all insurance policies to be obtained with respect to the Mortgage Loans , provided that Trustee shall be so named under the Mortgage Pool Insurance Policy and Special Hazard Insur- ance Coverage. Section 5.06. Maintenance of Standard Hazard Insurance. participants shall cause to be maintained for each Mortgage Loan a Standard Hazard Insurance Policy on the property subject to the Mortgage in an amount which is not less than the maximum insurable value of the property securing such Mortgage Loan or the principal balance owing on such Mortgage Loan, whichever is less. Subject to the laws of the State , pursuant to Section 5.02 hereof, such policies shall provide that amounts payable thereunder shall be deposited into the Receipts Account, sub- ject to reimbursement pursuant to Section 5.04 hereof. It is understood and agreed that such insurance shall be with insur- ers approved by FNMA or FHLMC and that no other additional hazard insurance is to be required of any Mortgagor , other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. In lieu of the insurance described in the preceding para- graph , Participants may maintain and keep a Mortgagee Single Interest Hazard Insurance Policy in full force and effect. Participants agree to pay the premium for any Mortgagee Single Interest Hazard Insurance Policy on the basis prescribed by such policy. In the event that the insurer of the Mortgagee Single Interest Hazard Insurance Policy shall cease to be acceptable to Trustee, each Participant will obtain from an insurer acceptable to Trustee a replacement policy comparable to the Mortgagee Single Interest Hazard Insurance Policy providing such policy is in conformance with FNMA or FHLMC guidelines and is available. Pursuant to Section 5.02 hereof , any amounts collected by each Participant under any such policy relating to the Mortgage Loans shall be deposited into the Receipts Account, subject to reimbursement pursuant to Section 5.04 hereof. In the event amounts in the Mortgage Service Account shall be insufficient to pay the premium for any Standard Hazard Insurance Policy, each Participant shall advance its own funds to pay such insufficiency, subject to reimbursement pursuant to Section 5.04 of this Agreement. 1.. 32 Section 5.07. Maintenance of Private Mortgage Insurance policies. Participants shall cause to be maintained a Private Mortgage Insurance Policy to the extent required for any Mort- gage Loan by Section 4.08 (d) hereof. In the event that the insurer of a Private Mortgage Insurance Policy shall cease to be licensed in the State and approved by FHLMC (so long as such insurers are so approved) , Participants shall obtain from another insurer licensed in the State and approved by FHLMC a replacement policy comparable to a Private Mortgage Insurance policy providing such policy is available. In the event moneys in the Mortgage Service Account are insufficient to pay any premiums for any Private Mortgage Insurance Policy, each Par- ticipant shall advance funds equal to such insufficiency in order to pay such premiums, subject to reimbursement pursuant to Section 5.04 hereof. Any amount so advanced shall be added to the amount owing under Mortgage Loans where the terms of the Mortgage Loan so permit and each Participant so elects. Such premiums shall be recoverable by each Participant pursuant to Section 5.03 or 5.04 hereof. Pursuant to Section 5.02 hereof, any amounts collected under any such policy shall be deposited into the Receipts Account, subject to reimbursement pursuant to Section 5.04 hereof. Section 5.08. Maintenance of Special Hazard Insurance Coverage; Flood Insurance. Each Participant covenants and agrees not to take any action, the taking of which would result in the Special Hazard Insurance Coverage not being maintained and kept in full force and effect throughout the term of this Agreement. The premium for the Special Hazard Insurance Coverage shall be paid by Trustee from the General Account pursuant to the Indenture. In the event that the insurer of the Special Hazard Insurance Coverage shall cease to be licensed in the state where the named insured is located, Trustee shall obtain a replacement policy comparable to the Special Hazard Insurance Coverage. Pursuant to Section 5.02 hereof, any amounts collected by each Participant under any such policy shall be deposited into the Receipts Account, subject to reimbursement pursuant to Section 5.04 hereof. In the event property financed with a Mortgage Loan is located in a designated flood area, then each Participant shall cause such property to be insured by federal flood insurance, if available, in an amount which is not less than the maximum insurable value of the property securing such Mortgage Loan or the principal balance owing on such Mortgage Loan, whichever is 33 greater. One-twelfth of the annual premium for such insurance shall be paid by the Mortgagor each month as part of the Mort- gagor 's regular monthly payment on his Mortgage Loan, which shall be collected by each Participant and deposited in the Mortgage Service Account. In the event moneys in the Mortgage Service Account are insufficient to pay any premiums for the flood insurance policy, each Participant shall advance sums equal to such insufficiency in order to pay such premiums, subject to reimbursement pursuant to Section 5.04 hereof. Pursuant to Section 5.02 hereof, any amounts collected by each Participant under any such policy relating to the Mortgage Loans shall be deposited in the Receipts Account, subject to reimbursement pursuant to Section 5.04ggahereof. SecPool Policy. Each on .09 . Maintenance Mortgage any action, the taking of which would result in the Mortgage Pool Insurance Policy not being maintained and kept in full force and effect throughout the term of this Agreement. The Mortgage Pool Insurance Policy will be issued to Trustee and the premi- um for the Mortgage Pool Insurance Policy shall be paid by Trustee from the General' Account pursuant to the Indenture. In the event that the insurer of the Mortgage Pool Insurance Policy shall cease to be licensed in the state where the named insured is located and approved by the FHLMC (so long as FHLMC grants such approvals) or shall cease to write such insurance or refuse to issue such a policy to the Trustee, Trustee shall obtain a replacement policy comparable to the Mortgage Pool Insurance Policy, with a total coverage which is equal to the then existing coverage of the Mortgage Pool Insurance Policy. The Mortgage Pool Insurance Policy shall be noncancellable unless the insurer ceases to be qualified. Pursuant to Section 5.02 hereof, any amounts collected by each Participant under the Mortgage Pool Insurance Policy shall be deposited into the Receipts Account, subject to reimbursement pursuant to Section 5.04 hereof. Section 5.10. Maintenance of Errors and Omissions Insur- ance Policy and Fidelity Bond. Each Participant covenants and agrees to initially carry, and thereafter exercise its best reasonable efforts to maintain and keep in full force and effect throughout the term of this Agreement (or , if cancelled by the insurer or surety, to replace) , the Errors and Omissions Insurance Policy and Fidelity Bond. Each Participant agrees to pay the premium for the Errors and Omissions Insurance Policy • 34 and the Fidelity Bond on the basis specified by such Policy or Bond, as the case may be. Each Participant may not cancel such Errors and Omissions Insurance Policy or Fidelity Bond unless each licensedtinithet has Stateoandlned from accept blentoher Trusteerearor surety replacement policy or bond comparable to the Errors and Omissions Insurance Policy and the Fidelity Bond. Pursuant to Section 5.02 hereof, any amounts collected by Participants under any such policy or bond relating to the Mortgage Loans shall be deposited into the Receipts Account, subject to reimbursement pursuant to Section 5.04 hereof. Section 5.1I. `Assumptions Prohibited'. All Mortgage Notes shall provide that the Mortgage Loan evidenced thereby shall not be assumable and that such Mortgage Loan shall be due and payable in full upon the sale of the Single Family Residence providing security for such Mortgage Loan; provided , however , that, if such prohibition against assumptions is or becomes unenforceable pursuant to federal or state statutes or regula- tions, then the Mortgage Loan shall be assumable in accordance with such statutes or regulations , but such Mortgage Loan may only be assumed by a Mortgagor and such Mortgage Loan, as assumed, shall comply in all respects with the terms and provisions of this Agreement. Section 5 .12. Realization Upon Defaulted Mortgage Loans. Participants shall foreclose upon or otherwise comparably con- vert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for • collection of delin- quent payments pursuant to Section 5.02 hereof in accordance with their standard practices and procedures unless otherwise specified by Trustee. The foregoing is subject to the proviso that, in the case of damage to property subject to a Mortgage from an Uninsured Cause , Participants may expend (but are not required to expend) their own funds toward the restoration of the property if it shall determine (i) that such restoration will increase the proceeds of liquidation of the Mortgage Loan to Issuer, after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by it in the manner herein provided. Participants shall be responsible for all other costs and expenses incurred by it in any such proceedings or in connection with preservation of all insurance policies respecting the Mortgage Loans (excluding the payment of premi- ums for the Special Hazard Insurance Coverage or the Mortgage Pool Insurance Policy) ; provided , however , that they shall be 35 entitled to withdrawal thereof (as well as its normal Service Fee) to the extent, but only to the extent, that reimbursement with respect thereto is permitted under Section 5.04 hereof. Section 5.13. Issuer to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan, each Participant will immediately deliver to Trustee a certification (which certification shall include a statement to the effect that all amounts received in connection with such payment which are required to be deposited in the Receipts Account pursuant to Section 5.02 hereof have been so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage Note and related Mortgage. Upon receipt of such certification and request, Trustee, pursuant to the Indenture, shall cancel the Mortgage Note and deliver the Mortgage Note, a properly exe- cuted satisfaction of Mortgage and related Mortgage to each Participant for redelivery to Mortgagor . From time to time and as appropriate for the servicing or - foreclosure of any Mortgage Loan, including for this purpose collection of Insurance Proceeds, Issuer and Trustee hereby \ appoint each Participant as their agent and attorney-in-fact to execute such documents as shall be necessary to the prosecution of any such proceeding. Trustee , pursuant to the Indenture, shall, upon request of each Participant and delivery to it of a J receipt signed by a Servicing Officer, release the related Mortgage Note and Mortgage to each Participant on behalf of Issuer , and Trustee shall, on behalf of Issuer , execute such documents as shall be necessary to the prosecution of any such proceedings. Such receipt shall obligate each Participant to return the Mortgage Note and Mortgage to Trustee when the need therefor by each Participant no longer exists, unless the Mortgage Loan shall be liquidated, in which case upon receipt of a certificate of a Servicing Officer similar to that herein- above specified, the receipt shall be released by Trustee to each Participant. Section 5.14. Monthly and Annual Report to Trustee and Receipts Account Statement; Report to Issuer . On or before the 20th day of each month , Participants shall submit to, Trustee a report as of the close of business on the 15th day of such month in the form agreed to by Participants and Trustee con- taining such information as may be reasonably specified or required by Trustee, but in any event containing information as to the number and principal balances of Mortgage Loans with 36 respect to which there is any delinquency exceeding 60 days or default in payment of principal or interest and containing information on procedures undertaken by Participants with respect to such Mortgage Loans which are so delinquent or in default and stating generally the status of such Mortgage Loans. A Servicing Officer shall certify in connection there- with that each Participant is servicing such Mortgage Loans pursuant to the provisions hereof. On the 20th day succeeding each annual Bond principal pay- ment date, Participants shall forward to Trustee a statement, certified by a Servicing Officer , setting forth the status of the Receipts Account as of the close of business on the 15th day of the month preceding such Bond principal payment date and showing, for the 12-month period covered by such statement , the aggregate of deposits into and withdrawals from the Receipts Account. Such statement shall also include (i) information as to the principal balances of the Mortgage Loans at the close of business on the 15th day of the month preceding such Bond principal payment date , (ii) information as to the number of, and principal balances of, Mortgage Loans upon which a combined total of two required monthly payments of principal and inter- est shall be in default, and (iii) the unpaid outstanding principal amount of Mortgage Loans with respect to which fore- closures or other proceedings in lieu of foreclosures have been taken and the estimated fair market value of any real estate acquired through foreclosure or any proceedings taken in lieu of foreclosure. Contemporaneously with such annual statement , each Partici- pant shall also deliver to Trustee a Servicing Officer 's cer- tificate stating that (i) a review of the activities of each Participant during the preceding year and of performance under this Agreement has been made under such Servicing Officer 's supervision, and (ii) to the best of such Servicing Officer 's knowledge , based on such review, there is , as of such date , no default by such Participant in the fulfillment of any of its obligations under this Agreement , or if there is any such default known to such Servicing Officer , specifying each such default and the nature and status thereof. Each Participant agrees to provide Issuer with such infor- mation as Issuer may reasonably request regarding the origina- tion of Mortgage Loans and the related Mortgagors. c . 37 Section 5.15. Annual Independent Certified Public Account- ants' Servicing Report. Each Participant at its expense shall cause a firm of independent certified public accountants to furnish an annual statement to Trustee for the preceding fiscal year, to the effect that such firm has examined certain docu- ments and records relating to the servicing of the Mortgage Loans and that, on the basis of such examination conducted substantially- in compliance with the audit program for mort- gages serviced for the FHLMC or the United States Department of Rousing and Urban Development Mortgagee Audit Standards relat- ing to FHA Section 203 mortgage loans, such firm is of the opinion that such servicing has been conducted in compliance with this Agreement except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. Section 5.16. Prohibition of Discrimination. Participant will not arbitrarily reject a Mortgage Loan for residential properties within a specified geographic area of the Issuer because of the location and/or age of the property, or in the case of a proposed Mortgagor , arbitrarily vary the terms of a loan or the application procedures therefor or reject a Mort- gage Loan because of race , color , religion, national origin, age, sex or marital status. Participant covenants to comply with any applicable State or federal nondiscriminatory law relating to the making of Mortgage Loans. Section 5.17 . Reports to Bondholders . Any Bondholder initially holding $1,000 ,000 or more in principal amount of Bonds shall be furnished by Trustee a copy of the annual re- ports or annual statements referred to in Section 5.14 and 5.15 hereof and Trustee shall forward a copy of such reports or statements within a reasonable time following receipt thereof. ARTICLE VI PARTICIPANTS Section 6.01. Merger or Consolidation of Participants . Any entity into which any Participant may be merged or consoli- dated, or any entity resulting from any merger , conversion or consolidation to which any Participant shall be a party, or any entity succeeding to the business of any Participant , shall be the successor of such Participant hereunder without the execu- tion or filing of any document or instrument, except as pro- vided in Section 2.02 (b) of this Agreement, or any further act on the part of any of the parties hereto. 1 38 Section 6.02. Limitation on Liability of Participants and "others. Neither any Participant nor any director , officer , jemployee or agent of any Participant shall be under any liabil- ity to Issuer , Trustee or the Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement. Each Participant is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement. Each Participant may, however, in its discre- tion undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Bond- holders. In such event, the legal expenses and costs of such Action and any liability resulting therefrom will be expenses, :osts and liabilities of servicing the Mortgage Loans and such Participant will be entitled to be reimbursed therefor out of the General Account as provided in the Indenture. Section 6 .03. Participants Not to Resign. Participants shall not resign from the obligations and duties hereby imposed m them, respectively. ARTICLE VII CAUSES PERMITTING OR REQUIRING TERMINATION Section 7.01. Causes of Termination Defined. Upon the appening of any one or more of the following events , Trustee , or and on behalf of Issuer , may terminate this Agreement with espect to any Participant as provided in Section 7 .02 hereof nd shall have the other remedies specified therein: (a) Failure by Participant to deposit funds in the Receipts Account as required by Section 5.02 hereof or failure by Participant to originate Mortgage Loans upon terms set forth in this Agreement ; provided , however , that failure of Participant to originate the dollar amount of Mortgage Loans specified in the Offer to Sell shall not constitute an Event of Default hereunder . (b) Failure by Participant duly to observe or perform in any material respect any other covenant, condition or agreement in this Agreement to be observed or performed, other than as referred to in subsection (a) above , for a 1 39 period of 30 days after written notice, specifying such failure and requesting that it be remedied, given to Participant by Trustee, unless Trustee shall agree in writing to an extension of such time prior to its expira- tion; provided, however , if the failure stated in the notice cannot be corrected within the applicable period , Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Participant within the applicable period and diligently pursued until the default is corrected. (c) A decree or order of a court or agency or super- visory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against any Participant and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days. (d) any Participant shall consent to the appointment of a conservator or receiver or liquidator in any insol- vency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to any Participant or of or relating to all or substantially all of its property. (e) Any Participant shall admit in writing its in- ability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute , make an assignment for the benefit of its creditors , or voluntarily suspend payment of its obligations . The foregoing provisions of subsection (b) of this Section are j subject to the following limitation: if by reason of Force ! Ma-jeure, any Participant is unable in whole or in part to carry I out its agreement on its part herein contained, no such event shall be deemed a cause for termination during the continuance I of such inability. Any Participant agrees, however, to remedy with all reasonable dispatch the cause or causes preventing any Participant from carrying out its agreement; provided that the settlement of strikes, lockouts and other disturbances shall be entirely within the discretion of any Participant and any Par- ticipant shall not be required to make settlement of strikes, 40 lockouts and other disturbances by acceding to the demands of the opposing party or parties when such course is in the judg- ment of any Participant unfavorable to it. Section 7.02. Remedies. Whenever any event referred to in Section 7.01 hereof shall have happened and be continuing , Trustee, for and on behalf of Issuer , may take any one or more of the following remedial steps: (a) By notice in writing to Participant, Trustee may, subject to applicable State and federal law and subject to the provisions of this Agreement, terminate all of Partici- pant's rights and obligations under this Agreement. On or after the receipt by Participant of such written notice, all authority and power of Participant under this Agreement shall pass to and be vested in Trustee pursuant to and under this Section; and, without limitation, Trustee is hereby authorized and empowered to execute and deliver , on behalf of Participant, as attorney-in-fact or otherwise , any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropri- ate to effect the purposes of such termination. (b) Trustee may take whatever other action at law or in equity which may appear necessary or desirable to col- lect the amounts then due and thereafter to become due under this Agreement or to enforce performance and observ- ance of any obligation, agreement or covenant of Partici- pant under this Agreement. Any amounts collected pursuant to action taken under this section shall be deposited in the General Account. Section 7.03. Trustee to Act; Appointment of Successor . At the time Participant receives a notice of termination pursu- ant to Section 7 .02 (a) , Trustee shall succeed to all rights and obligations of Participant concerning the Mortgage Loans. As compensation therefor , Trustee shall be paid the Service Fee; provided , however , such fee shall only be payable from funds which Participant would have been entitled to receive if Par- ticipant had continued to act hereunder . Notwithstanding the above, Trustee may, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing organization as the succes- sor to Participant hereunder in succeeding to all rights of 41 Participant hereunder (except those theretofor vested in Par- ticipant) and the assumption of all or any part of the respon- sibilities, duties or liabilities of Participant hereunder. In connection with such appointment or assumption, Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however , that no such compensation payable from the Mortgage Loans shall, together with the com- pensation to Trustee be in excess of the funds which Partici- pant would have been entitled to receive if Participant had continued to act hereunder. After Participant receives notice of termination under Section 7.02 (a) , Participant shall be entitled to no payments or compensation of any kind (including the Service Fee for any period of time after such notice of termination) other than the payments which are provided for herein. Trustee and any successor shall take such action, consistent with this Agreement, as shall be necessary to effec- tuate any such succession. Section 7 .04. Notification of Termination or Appointment. Trustee shall publish notice in a publication of general circu- lation within the boundaries of Issuer , of any termination of, or appointment of a successor to, Participant and shall provide written notice of each occurrence to any Bondholder initially holding $1,000,000 or more in total amount of registered Bonds. Section 7.05. No Remedy Exclusive. Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy but each remedy shall be cumulative and shall. be in addition to other remedies given under this Agreement or existing at law or in equity. No delay or omission to exercise any right or power accruing upon the happening of any event set forth in Section 7.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Trustee to exercise any remedy reserved to it in this Article , it shall not be neces- sary to give any notice, other than such notice as may be required in this Article. Section 7.06. Agreement to Pay Attorneys ' Fees and Ex- enses. In the event Participant should fail to perform o igations under any of the provisions of this Agreement and Issuer or Trustee should employ attorneys or incur other ex- penses for the enforcement of performance or observance of any 42 obligation or agreement on the part of Participant herein contained, Participant agrees that it will pay or reimburse Issuer or Trustee on demand the reasonable fees of such attor- neys and such other incurred expenses. ARTICLE VIII SALE OF MORTGAGE LOANS Section 8.01. Agreement to Sell. At any time on or after December 1, 1991, and if the unpaid aggregate principal amount of the Mortgage Loans is less than $1,000,000, Issuer shall solicit bids in an attempt to sell the Mortgage Loans in ac- cordance with the Indenture to any person or entity at any price so long as the purchase price is at least equal to an amount which, when added to amounts then on deposit in the Capital Reserve Fund, the Mortgage Reserve Fund, the Principal Account and the Principal Prepayment Subaccount and available for redemption of the Bonds, is sufficient to enable Issuer to redeem all the outstanding Bonds on the next succeeding redemp- tion date and to pay the reasonable costs and expenses in con- nection therewith, including redemption premium, if any, and interest accrued and unpaid thereon. Section 8 .02. Notice of Agreement to Sell. Upon the completion of an agreement to sell pursuant to Section 8 .01 hereof , Issuer shall notify Trustee of such agreement at least 60 days prior to the effective date of such agreement. Section 8. 03. Release of Mortgage Loans. Upon receipt of the amount specified in Section 8 .01 hereof, Trustee shall promptly release to Issuer the Mortgage Notes and related Mortgages pertaining to the Mortgage Loans. The Mortgage Notes shall be endorsed by Trustee, to Participant, without recourse. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9 .01. Amendments , Changes and Modifications. Subsequent to the issuance of the Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture) , this Agreement may not be effectively amended , changed , modi- fied, altered or terminated without the written consent of Trustee and each Participant. 43 Section 9.02. Recordation of the Agreement. This Agree- ment, or a memorandum of any portion or portions hereof exe- cuted by Issuer and each Participant, is subject to recordation in all appropriate public offices for real property records in the area of Issuer and in any other appropriate public record- ing office or elsewhere, such recordation to be effected by each Participant at its expense, on direction by Trustee. Section 9 .03. Limitation on Rights of Bondholders. No Bondholder shall have any right to institute a suit with re- spect to this Agreement except as provided in Article VIII of the Indenture and for the equal benefit of all Bondholders. This Section may be enforced by Trustee or any Bondholder . Section 9 . 04. Governing Law. This Agreement shall be construed in accordance with the laws of the State , except to the extent such matters are exclusively governed by federal law or regulation and the obligations , rights and remedies of the parties hereunder shall be determined in accordance with such laws. Issuer and Participant hereby agree to comply in all respects with the Act and other provisions of State law. In the event of any conflict between the provisions of this Agreement and the Act or other provisions of State law, the provisions of the Act or other provisions of State law shall control. Section 9 . 05. Notices . All notices , certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail , postage prepaid, addressed to the appropriate Notice Address. A duplicate copy of each notice, certificate or other communi- cation given hereunder to Issuer , Participants or Trustee shall also be given to the others and to Trustee to the extent such notice is pertinent to the responsibilities of Trustee here- under . Issuer , Participants and Trustee may, by notice given hereunder , designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 9 .06. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invali- date or render unenforceable any other provision hereof. 44 Section 9 .07. Further Assurances and Corrective Instru- ments. To the extent permitted by law, Issuer , Participants agree that they will, from time to time, execute, acknowledge and deliver , or cause to be executed , acknowledged and deliv- ered , such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement . Section 9 . 08 . Term of Agreement . This Agreement shall be in full force and effect from the date hereof and shall con- tinue in effect as long as any Bonds are outstanding or any Mortgage Loans originated and serviced hereunder continue to be serviced by Participants , whichever is later . Section 9 . 09 . Period for Origination and Sale of Mortgage Loans. Participant shall have the period commencing upon the a�f delivery of the Bonds and ending twelve months there- after in which to originate and sell Mortgage Loans in accord- ance with provisions of this Agreement . Any portion of the proceeds deposited in the Acquisition Fund which are not ap- plied to the purchase of Mortgage Loans in accordance with this Section shall be used to redeem Bonds on June 1, 1983 in ac- cordance with the Indenture except insofar as the provisions of Section 5 .06 of the Indenture may be applicable . IN WITNESS WHEREOF, Participants and Issuer have caused • their names to he signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested to be hereunto affixed , all as of the 1st day of December 1981 . [SEAL] COUNTY OF WELD, COLORADO Attest : By /q2 t.. �.� ,�i �I�!_L';.;;a� r, , �-. By �` eg .e +�-- Cdunty 4lerk Chairman, Boa of County '1 Commissioners 45 STATE OF COLORADO ] J ss. COUNTY OF WELD The foregoing instrument was acknowledged before me this jb't day of December 1981, by CgU.rnhAk.,ar-rt , known to me to be the Chairman, Board of County Commissioners of the County of Weld , Colorado. WITNESS my__hand and official seal. �/ /J �f [SEAL] ,� ( /_4,71�e� e Notary(ALA ((c My commission expires : a" Dy/p& 7 My address is : le V firm(L474, (Atha 4 to SO020 a STATE OF COLORADO ] 1 ss. COUNTY OF WELD The foregoing instrument was acknowledged before me thisc3t:titt day of December 1991, bv/ithaiatirthathoLknown to me to be the County Clerk of the County of t4eld, Colorado. WITNESS my hand and official seal . [SEAL] No ary ub'_i2 My commission expires : /X &y 026 /9/7 I My address is : /M (11j2//'yy ti AileaCiel�� 01Cu4T ( '�hOrlat? AaO-Z 46 [SEAL] B.A. MORTGAGE AND INTERNATIONAL REALTY CORPORATION Attes By , //41,4l/.:�..�'e�;4.47 By �f.�sf t-Xe-CC -E,; STATE OF COLORADO ] (24.6.4.4M/dt4 ] ss. COUNTY OF (4,4,e( _ ] The foregoing instrument was acknowledged before me this known9 to me to be the fig,' /4/c124 ryt4- and 'whi \jit,"✓(�< •, respec- tively of B.A. Mortgage and International Realty Corporation. WITNESS my hand and official seal. [SEAL] �y Notary .Public �D /9Y� My commission expires: / /lay My address is : /j3i, eA 2?da'L /lah,'7u,Li' 43%1c<<A.< t� 46 [SEAL] THE GREELEY NATIONAL BANK Attest: By + l` r ,) By / it n A-- STATE OF COLORADO ] ] ss. COUNTY OF )ZgiC, 'C The foregoing instrument was ackngw1edged before me is 0 day of December 1981, by ) J and j� nown to me to be the /1 / • B . ��%&Ai.re lie Mfr , tively of The Greeley N tional Ban i U "�17.rt� . % }�y�trespec- WITNESS my hand and official seal. [SEAL] C� / YL (/,,4,1/4141 Notary U is My commission expires: /,M,/G70 . /(/;17 My address is : 4 /I 1•t21 Y i / r(ii/Z 1, i/G -x4; 46 [SEAL] THE FIRST NATIONAL BANK OF GREELEY Attest: By //, By 27 STATE OF COLORADO ] ] ss. COUNTY OF wait, ] The foregoing instrument was acknowl dged before me this �"� f,day of December 1981, by1 e/ ,4b and �', nown to me to be the 4��,, ?u ` ��a (i L X , respec- tively of The First Nationa)nJBank�of Greeley. ,Z" 7' WITNESS my hand and official seal. [SEAL] (��..!d�P Notary u is My commission expires:/22/7/ My address is : /33A ( (, iratio 42i;fra .- atCcLv7 j ILL/17o-ui / c-ci clir , Gt7i'c 46 [SEAL] MIDLAND FEDERAL SAVINGS AND LOAN ASSOCIATION Attest • By By STATE OF COLORADO ] 1 ss. COUNTY OF The foregoing instrument was acknowledged before me this Tnl day of December 1981, by 41,,,. C ., .� iv and known to me to be the (.1, i� . • L sand , respec— tively of Midland Federal Savings and Loan Association . WITNESS my hand and official seal . [SEAL] / • y/.%.r er; h//.�7� c (. Notary Public My commission expires : ��9i.'0fll^icranrn - _ r 3, 1984 My address is : f cif/ ) <( >c<(7 • • (. . • -/ 46 [SEAL] UNIT BANK OF GREELEY Attest: f� By Vj?r �//��.-/-4� By STATE OF COLORADO J Crt4L �� ] ss. COUNTY OF The foregoing instrument w s acknowledged before peeyth is u`day of -December 1981, bylifia,yL.� ;jit/4i 4;sandsa� nown to me to be the "pp,,, j 4q1� an izrr ,u� rresd'ec-� tively of United Bank of Greeley. WITNESS my hand and official seal. - [SEAL] / /j Notary Aublic My commission expires: d ) f/ My address is : /9/D !'-ELef-I.a7t,%4 / ti,.,(r)� • 46 [SEAL] FORT LUPTON STATE E BANK Attest: e (�y� / 1 BY O. • � By G1 L��a L.i 4� % STATE OF COLORADO J ss. COUNTY OF Z.0.(.LO(... uThe foregoing instrument was acknowledged before me this �h day of December 1981, �(l/yr,�/j�, �) ,. and be, % known to me to he the , ��' and 6 i j: drespec tively of Fort Lupton State Ban . espe - WITNESS my hand and official seal. [SEAL] Notary Public My commission expires : /2(4 a7U/ /y J'/ My address is : i h2 l/ r dzil caLas/ , ;OIL • !�'-f17,;1k 1; .'IJ (L'A 0 46 [SEAL] UNION COLONY BANK A est: By friar L By 4/,4 ,ry,/KC� ..7'� ST E OF COLORADO ] I ss. COUNTY OF t,iJ.aiC The foregoing instrument was acknowledged before me this n(h day of December 1981, by /<Jt,1 1 L;,&a d' t4) . vcu , known to me to be the gyr,t,it (�(/ � anc 1 ri, Sri,/„ f , respec- tively of Union Colony Bank4'L' WITNESS my hand and official seal. [SEAL] Notary ubliC 73(1,/ i/z i _C My commission expires : / 0j', _96 /'7a - / My address is : /3 „ / l`' 47 EXHIBIT A MORTGAGE FILE Part I--Items to be furnished to Trustee and retained by Trustee 1. The original recorded Mortgage and any assignment thereof. 2. A lender 's title insurance policy issued on the date of the origination of such Mortgage Loan (under the terms of which the Issuer , Participant and the Trustee are named as insureds as their interests may appear within the meaning of such policy) , provided that at Closing only a commitment for such a title policy need be delivered so long as the policy is to be delivered in due course. 3. The Mortgage Insurance Certificate issued by the insurer under a Private Mortgage Insurance Policy (under the terms of which Trustee, as trustee for Issuer , will be an insured within the meaning of such policy) . 4 . Satisfactory evidence of all Standard Hazard Insurance Policies or , if applicable , the Mortgagee 's Single Interest Hazard Insurance Policy maintained by Participant. 5. Satisfactory evidence of approval of the Mortgage Loan by the insurer of the Mortgage Pool Insurance Policy and Special Hazard Insurance Coverage . 6. A certificate of a Servicing Officer of Participant stating that he has in his possession each of the items listed in Part II of this Exhibit A with respect to each Mortgage Loan, has reviewed such items and that each such item is sufficient and in proper form. 7. All certificates and other evidence required by Sec- tions 4.08 and 4.09 hereof. L 48 Part II--Items to be retained by Participant 1. Satisfactory evidence of all Standard Hazard Insurance Policies or , if applicable, the Mortgagee Single Interest Hazard Insurance Policy maintained by Participant. 2. If applicable, a Private Mortgage Insurance Policy issued by a qualified insurer. 3. Notice pursuant to Federal Reserve Requirement Z, signed by the Mortgagor (s) and by an officer of Participant. 4. An affidavit of the Mortgagor and the seller relating to occupancy of the residence and the principal residence, use of residence in a trade or business, location of residence, acquisition cost and use of Mortgage Loan proceeds to replace an existing mortgage. 5. Any other documents which are required to be retained by federal or state laws, statutes or regulations, including copies of any disclosure statements required by such laws . 6. The loan application of the Mortgagor for a Mortgage Loan. 7. The current credit report of the Mortgagor for a Mortgage Loan. 8. The property appraisal report with respect to the Mortgage Loan prepared by an Independent Appraiser , and indi- cating , among other things , that the useful life of the prop- erty subject to the related Mortgage Loan is at least 30 years. 9. A copy of the sales contract. 10. Income verification or substantiation in the form of a Colorado income tax return or returns, or if the Mortgagor was not required to file a Colorado income tax return, a federal income tax return or returns, with sufficient additional infor- mation to enable Participant to determine the equivalent of Maximum Income. 11. An acceptance of risks statement signed by an officer of the insurer under the Mortgage Pool Insurance Policy. 12. An acceptance of risks statement signed by an officer of the insurer under the Special Hazard Insurance Coverage . 1. . �.. 49 13. All other documents as are commonly maintained in mortgage loan files by Participant. 14. Such other additional information or material as Trustee may require. . 50 EXHIBIT B MORTGAGE SUBMISSION VOUCHER Name of Loan Identification Date of Closing Originator/Servicer Number with Mortgagor Date of Private Mortgage Insurance Date of Mortgage Date of Loan Certificate Note Application LOAN INFORMATION PROPERTY INFORMATION Purchase Price $ Property Address: Loan Payment Amount (P&I) $ Original Loan Amount $ Unpaid Principal Zip Code Balance $ Monthly Installment New (P&I Only) $ Existing Year Built Early Escrow Payment: Taxes $ Appraised Value $ Insurance $ Liens, Encumbrances and Income $ Other Assessments $ Private Mortgage Insurance Premium $ c . 51 TOTAL MONTHLY PAYMENT $ % of Private Loan Term in Mortgage Months Insurance Date of First Installment Interest Rate on Mortgage Note hereby certifies that the funding of this Mortgage Loan complies in all respects with the terms and condi- tions of the Sale and Service Agreement, dated as of December 1, 1981 between the County of Weld , Colorado and the undersigned and the related Offer to Sale. By Authorized Officer 52 EXHIBIT C SELLER'S AFFIDAVIT AND CERTIFICATION The undersigned, , hereby states under oath that: 1. I am the seller of the Single Family Residence located at , and legal- ly described as follows: 2. The selling price of the residence is, including fixtures but excluding personal property, S or less. The following personal property was purchased from me in connection with the sale of the residence: Personal Property Price I understand that for the purposes of the foregoing , the selling price of the residence is the purchaser 's cost of acquiring the residence from me as a completed residential unit. The acquisition cost includes : (a) All amounts paid , either in cash or in kind, by the purchaser (or a related party or for the benefit of the purchaser) to me as seller (or a related party or for the benefit of me as seller) as consideration for the residence. (b) If the residence is incomplete , the reasonable cost of completing the residence whether or not the cost of completing construction is to be financed with proceeds of the purchaser 's mortgage loan. 53 (c) [Delete if not applicable.] Where the residence • is purchased subject to a ground rent, the capitalized value of the ground rent, using a discount rate equal to an amount to be determined by the Issuer . (d) Fixtures, such as wall-to-wall carpeting , light fixtures and curtain rods. The acquisition cost does not include: (a) r Personal property purchased from me, except to the extent the cost of such property exceeds the fair market value. (b) The usual and reasonable settlement or financing costs. Settlement costs include titling and transfer costs , title insurance , survey fees or other similar costs . Financing costs include credit reference fees , legal fees, appraisal expenses , "points" which are paid by the purchaser (but not the seller , even though borne by the purchaser through a higher purchase price) or other costs of financing the residence. (c) The value of services performed by any purchas- er 's family in completing the residence. For purposes of the preceding sentence , the family of an individual in- cludes only the individual 's brothers and sisters (whether by whole or half blood) , spouse, ancestors and lineal descendants. (d) The cost of land which has been owned by any purchaser for at least two years prior to the date on which construction of the residence begins. Dated: • Seller STATE OF COLORADO ] ] ss. COUNTY OF WELD The foregoing instrument was acknowledged before me this day of 1982, by and r 54 WITNESS my hand and official seal. [SEAL] Notary Public My commission expires: My address is: 55 MORTGAGOR'S AFFIDAVIT AND CERTIFICATION • The undersigned, , hereby states under oath that: 1. I am a purchaser and mortgagor of the Single Family Residence located at , and legally described as follows : 2. I either occupy such residence as my principal resi- dence, or I will do so within 60 days hereof. 3. No part of the mortgage loan proceeds is or will be used to acquire or replace an existing mortgage, and I did not have a mortgage (whether or not paid off) on said residence at any time prior to the execution of the mortgage (except that I may have a construction period loan or temporary initial fi- nancing of 24 months or less with respect to the residence and may use the proceeds of the mortgage to repay such financing) . 4. The purchase price of the residence is, including fixtures but excluding personal property, S or less. I am purchasing from the seller of the residence the following personal property at the following prices : Personal Property Price I understand that for the purposes of the foregoing , the purchase price of the residence is the cost of acquiring the residence from the seller as a completed residential unit. The acquisition cost includes: (a) All amounts paid, either in cash or in kind, by the purchaser (or a related party or for the benefit of the purchaser) to me as seller (or a related party or for the benefit of the seller) as consideration for the resi- dence. 56 (b) If the residence is incomplete , the reasonable cost of completing the residence whether or not the cost of completing construction is to be financed with proceeds of the purchaser 's mortgage loan. (c) [Delete if not applicable. ] Where the residence is purchased subject to a ground rent, the capitalized value of the ground rent, using a discount rate equal to an amount to be determined by the Issuer . (d) Fixtures , such as wall-to-wall carpeting , light fixtures and curtain rods. The acquisition cost does not include: (w) Personal property purchased from seller , except to the extent the cost of such property exceeds the fair market value . (x) The usual and reasonable settlement or financing costs. Settlement costs include titling and transfer costs, title insurance , survey fees or other similar costs. Financing costs include credit reference fees, legal fees , appraisal expenses , "points" which are paid by the purchaser (but not the seller , even though borne by the purchaser through a higher purchase price) or other costs of financing the residence. (y) The value of services performed by any purchas- er 's family in completing the residence. For purposes of the preceding sentence , the family of an individual in- cludes only the individual's brothers and sisters (whether by whole or half blood) , spouse, ancestors and lineal descendants. (z) The cost of land which has been owned by any purchaser for at least two years prior to the date on which construction of the residence begins. 5. I have not had a present ownership interest in a principal residence of mine at any time during the three-year period prior to the date on which I am executing the mortgage on said residence , and to the best of my knowledge, the same is true with respect to each other person (if any) purchasing and mortgaging said residence with me. t L 57 I have furnished to Participant, copies of my signed Federal Income Tax Returns for the three previous years; for the years , I did not and was not required to file such a return in accordance with Section 6012 of the Internal Revenue Code. I understand that for the purposes of the foregoing , examples of interests which constitute present ownership inter- ests (and thus would result in me not meeting such require- ments) are the following: (i) A fee simple interest: (ii) A joint tenancy, a tenancy in common, or tenancy by the entirety; (iii) The interest of a tenant-shareholder in a coop- erative ; (iv) A life estate; (v) A land contract (i .e. , a contract pursuant to which possession and the benefits and burdens of ownership are transferred although a legal title is not transferred until some later time) ; (vi) An interest held in trust for the mortgagor (whether or not created by the mortgagor) that would constitute a present ownership interest if held directly by the mortgagor ; and (vii) An interest in a mobile home that is required to be taxed as real property under Colorado law. Examples of interests which do not constitute present ownership interests (and thus would not result in me failing to meet the requirements) are the following: (i) A remainder interest; (ii) A lease with or without an option to purchase; (iii) A mere expectancy to inherit an interest in a principal residence; 58 (iv) The interest that a purchaser of a residence acquires on the execution of a purchase contract; (v) An interest in other than a principal residence during the previous three years; and (vi) An interest in a mobile home that is not re- quired to be taxed as real property under Colorado law. 6. I Flo not reasonably expect to use more than 15% of the total area of the residence in a trade or business. Dated: Purchaser Purchaser STATE OF COLORADO ] ] ss. COUNTY OF WELD ] The foregoing instrument was acknowledged before me this day of 1982, by and WITNESS my hand and official seal. [SEAL] Notary Public My commission expires: My address is: t' - ' A 59 FORM OF REQUEST FOR TAX RETURN Service Center Internal Revenue Service 1160 West 1200 South Street Ogden, Utah 84201 [For tax returns that were not filed in Colorado the address of the appropriate Service Center can be obtained from the IRS office in Denver .] Dear Sirs : By this letter I am requesting that you furnish , as soon as possible, a copy of the Federal Income Tax Return[s] filed by me [jointly with my spouse] for the calendar years [list years requested] by mailing the same to the following: [name of loan officer] [name of Participant] [address of Participant] My taxpayer identity is : [Mortgagor 's name] [Mortgagor 's mailing address] [Taxpayer Indentification Number] [the Taxpayer Identification Number is usually the individual's Social Security number] This letter is a consent to and request for disclosure of the return[s] listed above in accordance with Section 6103 (C) of the Internal Revenue Code of 1954 , as amended, and the procedure provided in Regulation Section 301.6103 (C) -1. The date of this letter is , 198_. Signature of Mortgagor [Signature of Mortgagor 's spouse] FIRST AMENDMENT TO SALE AND SERVICE AGREEMENT Between COUNTY OF WELD, COLORADO, Issuer and FBS MORTGAGE CORPORATION, Servicer Dated as of December 1, 1993 FIST AMENDMENT TO SALE AND SERVICE AGREEMENT This First Amendment to Sale and Service Agreement (the "Amendment"), dated as of December, 1993, between the County of Weld, Colorado (the "Issuer") and FBS Mortgage Corporation (the "Participant"). WHEREAS, the Issuer and the Servicer are therefore, the current parties to, the Sale and Service Agreement dated as of December 1, 1981 (the "Agreement"); and WHEREAS, Issuer and Participant desire to amend the Agreement to provide for the Participant to act as servicer for the Mortgage Loans and paying agent for the Issuer's Mortgage Revenue Refunding Notes, Series 1993 and to reflect that all of the Issuer's Single Family Mortgage Revenue Bonds, 1981 Series A are to be redeemed on December 1, 1993; NOW THEREFOR, the parties hereto hereby agree as follows: 1. Additional Definitions. (a) "Insurance Premium Amount" means a monthly amount equal to 1/12 of 0.24% of the outstanding balance of the Mortgage Loans. (b) "Note Register" means the registration books for the Refunding Notes pursuant to Section 13.07 of the Agreement. (c) "Payment Date" means the first day of each month, commencing January 1, 1994. (d) "Paying Agent" means FBS Mortgage Corporation in such capacity hereunder, its successors and assigns. (e) "Paying Agent Fee" means a monthly fee equal to 1/12 of 1/8 of 1% of the outstanding balance of the Mortgage Loans Outstanding. (0 "Record Date" means the next to last Business Day of any month. (g) "Refunding Notes" means the Issuer's Mortgage Revenue Refunding Notes, Series 1993, issued hereunder in the principal amount of $222,430.81. 2. Addition of Articles X and XI. New Articles X and XI are hereby added to the Agreement as follows: "ARTICLE X Section 10.01. Authorization and Purpose of Refunding Note. Refunding Notes may not be issued under this Agreement except in accordance with this Article. The Refunding Notes issued hereunder shall consists of Refunding Notes in the aggregate principal amount of $222,430.81 designated "Mortgage Revenue Refunding Notes, Series 1993." The Refunding • Notes shall be issued only as fully registered notes, without coupons, and shall be in the denominations of$20,000 original principal amount or any integral multiples thereof, provided that one Refunding Note may be in another principal amount requested by the registered owners thereof. Unless the Issuer shall otherwise direct, the Refunding Notes shall be numbered by series from 1 upward. All of the Refunding Notes are equally and ratably secured under this Agreement. The Refunding Notes shall be dated as of December 1, 1993 and each note shall pay interest at the rate of 12.5% per annum payable monthly on the first day of each month commencing January 1, 1994, provided that such interest shall be paid only to the extent such interest on the Mortgage Loans is received by the Paying Agent on or prior to the 15th day of the preceding month and exceeds the sum of the Servicing Fee and the Paying Agent Fee to be paid to the Servicer and Paying Agent and the Insurance Premium Amount. Principal of the Refunding Notes shall be payable on the first day of each month to the extent the Paying Agent receives principal payments or principal prepayments on the Mortgage Loans on or prior to the 15th day of the preceding month and exceeds the sum of the Servicing Fee and the Paying Agent Fee to be paid to the Servicer and Paying Agent and the Insurance Premium Amount. Principal and interest payments shall be made pro rata to all registered owners of Refunding Notes. After payment in full of the principal of the Refunding Notes any additional amounts, not including Servicing Fees, Paying Agent Fees or escrows, held by the Paying Agent from amounts received with respect to the Mortgage Loans shall be paid, pro rata, to the registered owners as of the date of the last principal payment. The Person in whose name any Refunding Note is registered on the Record Date with respect to a Payment Date shall be entitled to receive the interest payable on such Payment Date; provided, however, that if and to the extent the Issuer shall default in the payment of the interest due on any Payment Date, such defaulted interest shall be paid when received by the Servicer from payments on the Mortgage Loans or insurance proceeds, if any. Principal of and interest on the Refunding Notes shall be payable in lawful money of the United States of America. Interest on the Refunding Notes shall be paid by check mailed on the Payment Date to the Person entitled thereto at the address as it appears on the Note Register or at such other address as is furnished to the Paying Agent in writing by such Person. The final payment of principal of the Refunding Notes shall be payable upon presentation thereof at the principal corporate trust office of the Paying Agent or at such other place as designated by the Paying Agent as the same shall become due and payable. Section 10.02. Authentication of Refunding Notes: Sale and Delivery of the Refunding Notes. Upon execution and delivery of this Amendment and the Issuer's delivery to the Paying Agent of the Refunding Notes, the Paying Agent shall authenticate the Refunding Notes and deliver them, but only upon the receipt of the following: 2 (a) A request of the Issuer directing the Paying Agent to authenticate and deliver the Refunding Notes and confirming the Issuer's receipt of the purchase price thereof; (b) A copy, duly certified on behalf of the Issuer, of a resolution of the Issuer approving the issuance of the Refunding Notes; and (c) A certificate of the Issuer to the effect that the Refunding Notes are valid and binding special limited obligations of the Issuer. Section 10.03. Limited Obligations. The Refunding Notes, including interest thereon, are limited obligations of the Issuer and do not constitute an obligation, general or special, debt or liability of the State of Colorado or of any political subdivision thereof within the meaning of any constitutional or statutory provisions whatsoever and neither the faith and credit nor the taxing power of the Issuer or the State or of any political subdivision thereof is pledged to the payment of the principal of or the interest on the Refunding Notes. The Refunding Notes are not general obligations of the Issuer, but are limited obligations of the Issuer and are payable solely from the sources provided in this Agreement. Section 10.04. Execution. The Refunding Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of the Chairman of the Board of County Commissioners, attested by the manual or facsimile signature of the Clerk to the Board of County Commissioners under the official seal, or facsimile thereof, of the Issuer. Any facsimile signatures shall have the same force and effect as if said officers had manually signed the Refunding Notes. Any reproduction of the official seal of the Issuer on the Refunding Notes shall have the same force and effect as if the official seal of the Issuer had been impressed on the Refunding Notes. In case any officer whose signature or facsimile of whose signature shall appear on any Refunding Notes shall cease to be such officer before the delivery of such Refunding Notes, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes as if he had remained in office until delivery. Section 10.05. Authentication. Only such Refunding Notes as shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit D hereto duly executed by the Paying Agent shall be entitled to any right or benefit under this Agreement. No Refunding Note shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Paying Agent; and such executed certificate upon any such Refunding Note shall be conclusive evidence that such Refunding Note has been authenticated and delivered under this Agreement. The Paying Agent's certificate of authentication on any Refunding Note shall be deemed to have been executed by it if signed by an authorized representative of Paying Agent, but it shall not be necessary that the same person sign the certificate of authentication on all of the Refunding Notes. 3 Section 10.06. Mutilated, Lost, Stolen or Destroyed Refunding Notes. In the event any Refunding Note is mutilated, lost, stolen or destroyed, the Issuer may execute and if so executed the Paying Agent shall authenticate and deliver a new Refunding Note in lieu of such mutilated, lost, stolen or destroyed Refunding Note, of like maturity and denomination as that mutilated, lost, stolen or destroyed. Any mutilated Refunding Note shall first be surrendered to the Paying Agent; and in the case of any lost, stolen or destroyed Refunding Note, there shall first be furnished to the Paying Agent by the person in whose name the Refunding Note is registered evidence of such loss, theft or destruction satisfactory to the Paying Agent together with indemnity satisfactory to the Paying Agent. The Paying Agent may charge the holder or owner of such Refunding Note with its reasonable fees and expenses. Section 10.07. Transfer and Exchange of Refunding Notes: Persons Treated as Owners. The Paying Agent is hereby appointed Note Registrar and shall cause a register (herein sometimes referred to as "Note Registrar") to be kept for the registration of Refunding Notes and the registration of transfers of Refunding Notes. The registration of any Refunding Note may be transferred only upon an assignment duly executed by the registered holder or his duly authorized representative in such form as shall be satisfactory to the Paying Agent, and upon surrender of such Refunding Note to the Paying Agent for cancellation. Whenever any Refunding Note or Refunding Notes shall be surrendered for registration of transfer, the Issuer shall execute and the Paying Agent shall authenticate and deliver to the transferee a new Refunding Note or Refunding Notes of like maturity of authorized denomination or denominations and for the amount of such Refunding Note or Refunding Notes so surrendered. The Paying Agent shall not be required to make any such registration of transfer or exchange of Refunding Notes during the period between a Record Date and the next succeeding Payment Date on the Refunding Notes. The Person in whose name any Refunding Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on, and premium, if any, or any such Refunding Note shall be made only to or upon the order of such person thereof, or his legal representative, and neither the Issuer nor the Paying Agent shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Refunding Note to the extent of the sum or sums to be paid. Section 10.08. Form of the Refunding Notes. The Refunding Notes shall be issued substantially in the form set forth in Exhibit D attached hereto and made a part hereof; in each case with such variations, omissions and insertions as are permitted or required by this Agreement. ARTICLE XI GENERAL COVENANTS AND REPRESENTATIONS 4 Section 11.01. Payment of Amounts Due on Refunding Notes. The Issuer shall promptly pay or cause to be paid the principal and the interest on every Refunding Note issued hereunder according to the terms thereof, but shall be required to make such payment or cause such payment to be made only out of revenues available therefor under this Agreement. The Issuer hereby designates the principal corporate office of the Paying Agent as the principal place of payment for the Refunding Notes, and the Paying Agent, or such other place as designated by the Paying Agent as principal paying agent for the Refunding Notes, such appointment and designation to remain in effect until notice of change is filed with the Paying Agent. Section 11.02. Tax Covenant. (a) The Issuer covenants to the registered owners of the Refunding Notes that, notwithstanding any other provisions hereof or of any other instrument, to the extent it exercises any control, it will neither make nor cause to be made any investment or other use of moneys hereunder which would cause the Refunding Notes to be arbitrage bonds under Section 148 of the Code and the regulations thereunder or otherwise cause the interest on the Refunding Notes to be included in gross income for federal income tax purposes. (b) The Issuer covenants that it shall not use or cause the use of any proceeds of Refunding Notes or any other funds of the Issuer, directly or indirectly, in any manner, and shall not take or cause to be taken any other action or actions or fail to take any action or actions, which would result in interest on any of the Refunding Notes becoming includable in gross income of any registered owner thereof. The Issuer further covenants that it shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Issuer on the Refunding Notes shall be excluded from the gross income of the recipients thereof for federal income tax purposes. Section 11.03. No Disposition of Mortgage Loans. Without the consent of the registered owners of 100% of the Refunding Notes neither the Issuer nor the Paying Agent shall sell or otherwise dispose of any Mortgage Loan (other than to exchange such Mortgage Loans for a mortgage-backed security backed by such Mortgage Loans); provided, however, that nothing in this Section 11.03 shall revise or amend Section 5.12. Section 11.04. No Personal Liability. No covenant, stipulation, obligation or agreement of the Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Issuer in his individual capacity, and any director, officer, employee or agent of the Issuer executing the Refunding Notes shall not be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof." 3. Addition of Form of Note. A new Exhibit D is hereby added to the Agreement as follows: 5 "EXHIBIT D [FORM OF SERIES 1993 REFUNDING NOTE] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF WELD, COLORADO MORTGAGE REVENUE REFUNDING NOTES, SERIES 1993 No. R. . . PRINCIPAL MATURITY APPROXIMATE DATED AMOUNT DATE INTEREST DATE RATE $222,430.81 December 1, 2010 12.5% per annum December 1, 1993 plus additional interest PAYMENT DATES: First day of each month, commencing January 1, 1994 REGISTERED OWNER: FBS Investment Services, Inc. PRINCIPAL AMOUNT: TWO HUNDRED TWENTY-TWO THOUSAND FOUR HUNDRED THIRTY DOLLARS AND 81/100 WELD COUNTY, COLORADO (the "Issuer"), a county and political subdivision of the State of Colorado (the "State"), FOR VALUE RECEIVED, hereby promises to pay (but only out of the revenues and other assets hereinafter referred to) to the registered owner identified above or registered assigns (subject to any right of prior redemption provided for in the Indenture referred to below), on each Payment Date set forth above to the extent the Paying Agent receives principal payments or principal prepayments on the Mortgage Loans and to pay interest thereon from the Dated Date set forth above, on each Payment Date set forth above, at the applicable interest rate per annum set forth above until the principal hereof is duly paid or provided for provided that such interest shall be paid only to the extent such interest on the Mortgage Loans is received by the Paying Agent and exceeds the sum of the Servicing Fee and Paying Agent Fee to be paid to the Servicer and Paying Agent and the Insurance Premium Amount. Notwithstanding the foregoing, if the date hereof is after a record date for such interest (which shall be the third day of the month immediately preceding each Payment Date) and before the following Payment Date, and if the Issuer shall not default in the payment of interest due on such Payment Date, this Bond shall bear interest from such Payment Date. The interest so payable on any Payment Date will, be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the regular record date next preceding such Payment Date. Principal of, and premium, if any, and interest on this Note are payable in 6 such coin or currency of the United States of America as at time of payment is legal tender for payment of private and public debts, at the office of FBS Mortgage Corporation (the "Paying Agent"), or at such other place as designated by the Paying Agent, or its successor. Payment of interest alone shall be made by check or draft mailed to the address of the person entitled thereto. This Note is one of a duly authorized issue of notes of the Issuer designated as its Mortgage Revenue Refunding Notes, Series 1993 (the "Notes"), limited in aggregate principal amount to $222,430.81. The Notes are issued under and are equally and ratably secured as to principal, and interest by a Sale and Service Agreement dated as of December 1, 1981, as amended by a First Amendment to Sale and Service Agreement dated as of December 1, 1993, between the Issuers and the Paying Agent (the "Agreement"), to which Agreement and all supplements thereto (copies of which are on file at the principal office of the Paying Agent) reference is hereby made for a description of the trust estate under the Agreement, the nature and extent of the security, the terms and conditions upon which the Notes are issued and secured, and the rights of the owners thereof. THIS NOTE, INCLUDING THE INTEREST THEREON, IS A LIMITED OBLIGATION OF THE ISSUER AND DOES NOT CONSTITUTE AN OBLIGATION, GENERAL OR SPECIAL, DEBT OR LIABILITY OF THE STATE OF COLORADO OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER OR THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THIS BOND. THIS BOND IS ISSUED PURSUANT TO THE ACT AND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. THIS BOND IS NOT A GENERAL OBLIGATION OF THE ISSUER, BUT IS A LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE SOURCES PROVIDED IN THE AGREEMENT. The registered owner of this Note shall have no right to enforce the provisions of the Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Agreement. Modifications or alterations of the Agreement or of any subsequent amendments thereto may be made only to the extent and in the circumstances permitted by the Agreement. This Note may be exchanged, and its transfer may be registered, by the registered owner hereof in person or by its attorney duly authorized in writing at the principal office of the Paying Agent, or at such other place as designated by the Paying Agent, but only in the manner and subject to the limitations set forth in the Agreement and upon payment of a charge to reimburse the Paying Agent for any tax, fee or other governmental charge required to be paid with respect 7 to such transfer or exchange, and upon surrender and cancellation of this Note. Upon exchange or registration of such transfer, a new registered Note or Notes of the same maturity and interest rate and of authorized denomination or denominations for the same aggregate principal amount will be issued in exchange therefor. The Issuer and the Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Issuers nor the Paying Agent shall be affected by any notice to the contrary. The Notes are issuable only as registered Notes without coupons in denominations of $20,000 original principal amount and any integral multiple thereof, provided that one Refunding Note may be in another denomination. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement or any supplements thereto, against any member, officer, agent, counsel or director, as such, past, present or future, of the Issuer or any successor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law and that the issuance of this Note, together with all other obligations of the Issuers, does not exceed or violate any constitutional or statutory limitation. This Note shall not be entitled to any benefit under the Agreement or become valid or obligatory for any purpose until such Note shall have been authenticated by the certificate of the Paying Agent endorsed hereon. 8 IN WITNESS WHEREOF the Issuer has caused this Note to be duly executed in its name by the facsimile signature of the Chairman of the Board of County Commissioners under its official seal, or a facsimile thereof, and attested by the facsimile signature of the Clerk of the Board of County Commissioners all as of December 1, 1993. WELD COUNTY, COLORADO By: ( ,2, ,r-e.-ems, kt,. , (SEAL) Attest: Mati?� WELD COUNTY CLERK TO TIME BOARD BY: t-EFt,< Td i "— [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the Notes of the issue described in the within mentioned Agreement. FBS MORTGAGE CORPORATION as Paying Agent By: Its: By: Authorized Officer Authentication Date: 9 [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto the within Note and all rights thereunder and hereby irrevocably constitutes and appoints to transfer the within-mentioned Note on the books kept for registration thereof with full power of substitution in the premises. (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) (Please Print or Typewrite Name and Address of Assignee) Signature Guaranteed NOTICE: The signature on this Assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. [END OF FORM OF SERIES 1993 NOTE]" 10 4. Deletion of Certain Provisions. Sections 3.01 and 3.02, Article IV, Sections 5.13 through 5.16 and Article VIII of the Agreement are hereby deleted in their entirety. 5. Amendment of Section 5.02. Section 5.02 of the Agreement to the contrary notwithstanding, all amounts in the Receipts Account on the 15th day of the month prior to a Payment Date representing principal payments or principal prepayments on the Mortgage Loans, together with interest at the rate of 12.5% per annum to the extent received by the Paying Agent in excess of the sum of (i) the Servicing Fee, (ii) the Paying Agent Fee and (iii) the Insurance Premium Amount, shall be remitted to the Paying Agent for remitting to the registered owners on the first day of each month, commencing January 1, 1994. 6. Amendment of Sections 5.08 and 5.09. Notwithstanding the provisions of Sections 5.08 and 5.09 of the Agreement, the Paying Agent shall pay the premiums for the Special Hazard Insurance Coverage and Mortgage Pool Insurance Policy from the Insurance Premium Amount. 7. Amendment to Section 9.01. At the end of Section 9.01 of the Agreement, prior to the period, shall be added the following: "and each registered owner of a Refunding Note". 8. Additional Mortgage Loans. The Servicer and Paying Agent agrees that the provisions of the Agreement shall apply to such additional mortgage loans as were originated under the County of Weld, Colorado Single Family Mortgage Revenue Bonds program, Series 1981A and are currently serviced by other servicers; provided, however, that the servicing for such loans shall be transferred to Servicer, at the Issuer's expense, not later than June 1, 1994, and provided further that the additional mortgage loans shall be covered by the same Special Hazard Insurance Coverage and Mortgage Pool Insurance Policy as covers the Mortgage Loans. 9. Miscellaneous. (a) All referenced to the "Trustee", the "Bonds" or the "Indenture" in the Agreement are hereby deemed to refer to the "Paying Agent", the "Refunding Notes" and the "Agreement," respectively. (b) All references in the Agreement to "FSLIC", the "Capital Reserve Fund", the "Mortgage Reserve Fund", the "Principal Account", the "Principal Prepayment Account" are hereby deleted. (c) The Issuer represents and warrants that its representations and warranties in Section 2.01(a), (b) and (c) of the Agreement are true and correct as of the date hereof and that this Amendment and the Refunding Notes constitute the legal, valid and binding 11 obligation of the Issuer, enforceable in accordance with their terms, except as such enforceability may be affected by bankruptcy or similar laws or the enforcement of equitable remedies generally. 12 IN WITNESS WHEREOF, the Participant/Paying Agent and the Issuer have caused their names to be signed hereto by their duly authorized officers, all as of December 1, 1993. geh COUNTY OF WELD, COLORADO Attest:� BMELD COL i i Y CLERK O THE BOARD By: g r�=�' � ,` 'rLot EPA EPUTY CLER 0 THE BOA FBS MORTGAGE CORPORATION T By: \ }AA M� �1 i4 i. ,_____ __ 13 COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") UNDERWRITER'S CERTIFICATE The undersigned, an authorized officer of FBS Investment Services, Inc. ("FBS"), hereby certifies on behalf of FBS as follows: 1. The above described Notes are to be offered on a competitive basis to not less than 3 sophisticated investors who are familiar with unrated mortgage revenue bonds such as the Notes. The Notes are expected to be sold for 100% of the principal amount thereof plus $7,000. We received two other bids for the Notes, one at par and one at 99% of par. Based on our experience, we believe that the sale price represents not less than fair market value of the Notes on the date hereof, based on the following facts, among others: (a) the Notes are not rated; (b) the Notes are not secured by any reserve funds and their claim to pool insurance benefits is unclear; (c) the small principal balance of the Notes and their sale at a premium; (d) the uncertain, and probably rapid, speed of prepayment of the Mortgage Loans securing the Notes; and (e) the lack of a legal opinion concerning the validity and other legal aspects of the Notes. 2. Based on the principal balance of the Notes, the purchase price set forth above and assuming that the Mortgage Loans prepay at a prepayment speed equal to 100% of the FHA prepayment speed for similar loans, the yield on the Mortgage Loans is not greater than 1.125% per annum greater than the yield on the Notes. This certificate may be relied upon by Ritter Eichner & Norris, Special Counsel, in delivering its opinion with respect to the Notes. IN WITNESS WHEREOF, FBS Investment Services, Inc. has caused this certificate to be executed by its authorized officer, all as of December 1, 1993. FBS INVESTMENT SERVICES, INC. By: �i/ County of Weld, Colorado Mortgage Revenue Refunding Notes Series 1993 GENERAL AND NO-LITIGATION CERTIFICATE We, the undersigned, hereby certify that we are, respectively, the duly chosen, qualified and acting Chairman, Clerk of the Board of Commissioners of of the County of Weld, Colorado (the "County"), and that: 1. There is no reason within our knowledge why the County may not execute and deliver its Mortgage Revenue Refunding Notes, Series 1993, in the aggregate principal amount of $222,430.81 (the "Refunding Notes"). 2. To the best of the County's knowledge, no litigation is pending or threatened against the County to contest, restrain or enjoin, or in any way affecting any authority for the issuance, execution, delivery or due performance of the Refunding Notes; the adoption, effectiveness, validity or due performance of the Resolution finally passed and adopted November 29, 1993 authorizing the issuance of the Refunding Notes (the "Ordinance"); or the County's existence or the title of any of its officers to their respective offices; nor, to the best of the County's knowledge is there any action, suit, proceeding or investigation pending or threatened against the County which if adversely determined could materially adversely affect the financial position of the County or the transactions contemplated by the First Amendment to Sale and Service Agreement dated December 1, 1993 (the "Amendment") or the Refunding Notes. 3. To the best of the County's knowledge, the issuance, execution, delivery and due performance of the Refunding Notes and the County's compliance with the provisions thereof and of the Ordinance will not conflict with or constitute on the County's part a breach of or default under any existing administrative or court order or decree against the County or any agreement, indenture, mortgage, lease or other instrument to which the County is subject or by which it is bound. The Refunding Notes, the various opinions and closing documents delivered in connection therewith, are hereby approved in the form delivered on this date. 4. The Ordinance has not been repealed, rescinded, revoked, modified, changed or altered in any manner since its adoption and the Ordinance remains in full force and effect as of the date hereof. 5. No referendum petition relating to the Ordinance or other proceedings relating to the issuance of the Refunding Notes has been filed, the time during which such a referendum petition may be filed has expired and there is no right of referendum with respect to the Ordinance. 6. The Amendment and the Refunding Notes have been duly authorized, executed and delivered by the County and constitute the legal, valid and binding obligations of the County enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or other laws for the protection of creditors or equitable principles generally. 7. To the best of our knowledge, neither the Mayor, the Mayor Pro Tem, any member of the County Council, nor any other officer or employee of the County, or any member of the family of any such officer or employee, has any pecuniary or other prohibited interest, direct or indirect, in the profits of any contract or job for work or services to be performed, nor have such persons solicited or received any pay, commission, money or anything of value or derived any benefit,profit or advantage, directly or indirectly, in connection with the Refunding Notes or the used of the proceeds of the Refunding Notes as provided in the Ordinance. 8. All meetings of the County Council of the County pertaining to the Refunding Notes have been called on due notice to the Councilmembers, have been open to the public at all times, and otherwise have been held and conducted in full compliance with the provisions of applicable law. 9. This Certificate is for the benefit of the owners from time to time of each of the Refunding Notes. -2- WITNESS our hands this first day of December, 1993. / (SEAL) fr icr._.e� ca' F �eke-e Chairman of the Board of County Commissioners freAr/ax,i- Clerk to the Board -3- ASSIGNMENT AND ACCEPTANCE WHEREAS, Colorado National Bank is the trustee (as successor to Central Bank of Denver, in such capacity, the "Trustee") under a Trust Indenture dated as of December 1, 1981 between Weld County, Colorado (the "Issuer") and the Trustee (the "Refunded Bonds Indenture"); and WHEREAS, the Issuer on the date of this Assignment and Acceptance, is issuing its Weld County, Colorado Mortgage Revenue Refunding Notes, 1993 Series (the "Notes") pursuant to an Amendment to a Sale and Service Agreement dated as of December 1, 1993 (the "Agreement") between the Issuer and Colorado National Bank (in such capacity, the "Paying Agent"), the proceeds of which Notes shall be applied to pay the principal of a portion of the Issuer's outstanding Single Family Mortgage Revenue Bonds, 1981 Series A Bonds (the "Bonds"), plus interest thereon, to their applicable maturity or prior redemption dates. Section 1. The Trustee hereby assigns, conveys and transfers all of its rights with respect to the Mortgage Loans (as defined in the Bonds Indenture), including the Mortgage Notes and insurance policies relating thereto, and all other amounts held under such Indenture to the Paying Agent, and hereby assigns, conveys and transfers all of its rights and obligations under the Servicing Agreement (as defined in the Indenture) to the Paying Agent. The Paying Agent hereby accepts the assignments, conveyances and transfers set forth above in this section. DATED this December 1, 1993. COLORADO NATIONAL BANK FBS MORTGATE CORPORATION as Trustee as Paying Agent B By u oriz ffice\ Y (' Author ze4144.A.? r . r�.NALAtU> � siaew� The above Assignment and Acceptance is hereby acknowledged and agreed to as of the date above written. WELD COUNTY, COLORADO Chairman of the Board of Commissioners Wirt Ac•uranee,tnc. ; .ndof5CIRent lto' j 150 L.(.dr.an tin M •t eet/Rot 70 "` e+,m.on.15 153707 OflgB P POOL.: Telephone 1.800 )56 SOSO er . •, $". ' •. �nsuralnce Policyy o POLICY ISSUED TO: Weld County, Colorado, As Issuer, Or Central Barric or newer, A6 Trustee, as their interests may appear. ATTACHED TO AND FORMING PART OF: PP000161 MASTER POLICY NO: 7897 (05-4755) DATE: December 30, 1993 RE: Weld County, Colorado, Single Family Mortgage Revenue Bonds, 1981 Series A THE ABOVE-REFERENCED MORTGAGE POOL INSURANCE POLICY IS HEREBY AMENDED AS FOLLOWS: RE: County of Weld, Colorado, Mortgage Revenue Refunding Notes, Series 1993 Insured's Name and Address (hereinafter called the "Insured") • Insured is deleted as written and replaced with the following: Weld County, Colorado First System Services, Inc. • 915 10th Street 141 North Main Avenue, Suite 503 Greeley, Colorado 80631 Sioux Falls, SD 57102 as Issuer paying agent/administrator of the Series 1993 Refunding Notes of the Series 1993 Refunding Notes as their interests may appear. • [ PAGE ONE OF THREE] Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, pro- visions,agreements or limitations of the above mentioned muter policy other than as above stated. IN WITNESS WHEREOF,The Company has caused Its Corporate Seal to be hereto affixed and these presents to be signed by Its duly authorized officers in facsimile to become effective as its original seal and signatures and binding on the Company by virtue of countersignature by its duly authorized agent Vera Assurante.Inc ,D��i-eseant • ZUM • Seomvy `mu d -1 ' . J ar ti+a,avee Apra f Premium - Premium on the face of the Policy is deleted as written and replaced with the following: Premium -- Shall be computed at the annual installment rate of .20% payable in advance on December 1, 1993 and each December 1, thereafter, computed on the unpaid total principal balance. Maximum Total Principal Balances: Maximum total principal balances on the face of the Policy is deleted as written and replaced with the following: Maximum total principal balances: $220.889 Special Conditions: Special Conditions on the face of the Policy is deleted as written and replaced with the following: Coverage under this Policy is the following: 100% of the loss on individual loans as listed on Schedule "A" on one-to-four family residential properties, as defined in the terms and conditions of this Policy. Notwithstanding the full coverage for individual loans, the maximum coverage under the Policy as of December 30, 1993 shall be in the amount of$220.889.00. The Insureds and the Company agree that the Mortgage Loans listed on Schedule A attached hereto which identifies each borrower name and property address are presently covered by the Policy, subject to any defenses to a claim with respect thereto which may be asserted by the Company if and when a claim thereon is filed with the Company. Section 2. Effective Date. Policy Period and Premiums: Effective Date, Policy Period and Premiums is deleted as written and replaced with the following: The effective date of this Policy shall be the date specified on the face hereof. This Policy shall continue in force with respect to a Mortgage Agreement until the final termination date unless (1) such Mortgage Agreement has been paid in full, removed from the Servicing Agreement, or is otherwise sold, or (2) the Servicing Agreement is terminated with respect to such Mortgage Agreement by reason of repurchase or cancellation when the aggregate principal of all Mortgage Agreements do not [ PAGE TWO OF THREE] exceed an amount equal to the minimum aggregate outstanding principal balance required for_continuation of the Servicing Agreement, (3) such Mortgage Agreement no longer secures the Series 1993 Refunding Notes, or (4) the Series 1993 Refunding Notes have been paid in full. If at any time the Company ceases to be qualified, the Insured may terminate the Policy upon thirty (30) days notice to the Company. The premium for this Policy shall be paid in installments calculated at the fixed rate specified on this Endorsement applied to the total principal balances outstanding on each December 1. Upon the form furnished by the Company, the Insured shall provide to the Company annually with the premium, a list of Mortgage Agreements comprising those loans to be insured which includes borrower name, property address, Verex certificate number, and the individual principal balances which support the total principal balance used to calculate premium due the Company. Annual premium shall be paid on or before the 1st day of December of each year. Premiums on the loans will be paid by the Paying Agent. Failure to pay any installment of the premium within thirty (30) business days after receipt of notice from the Company that such installment is due and unpaid will terminate the liability of the Company with respect to the coverage contained in this Policy. Except as provided herein, and except as provided by law, there shall be no refund of premium or right of cancellation under this Policy. Section 5 - Loss Procedures Paragraph 5F Paragraph 5F to the Policy is deleted as written and replaced with the following: 5F Aggregate Loss Limits - notwithstanding the provisions of conditions 5C and 5D above, but subject to the special conditions language contained in this Endorsement, the total aggregate liability of the Company under this Policy as of December 30, 1993 is $220.889.00. Total aggregate liability is the sum of losses paid by the Company (1) pursuant to condition 5C above, and (2) pursuant to condition 5D above and reduced by any net amount the Company receives upon disposal of the property (Net Losses). Endorsement not Requiring Restoration Effective on the date of this Endorsement, the endorsement dated December 30, 1981 relative to paragraphs 5B and 5C of the conditions section is canceled. Non-Waiver Verex does not hereby waive any of its rights under the Policy or any certificates issued thereunder as to any matter, nor does it consent to or agree that any of the terms of such Policy be in any manner waived or altered except those stated in the Policy dated December 30, 1981 and the Endorsement dated December 30, 1993. [ PAGE THREE OF THREE ] [END] @3-- ° ;ge■,a�■;g■ns - «/§§ k ■B\%■/2k�§§§ ■, 2 §s - - .-.-- ---. pa (§I| . . . . • •8•88888 8 § a| ff■@§■§■■gym■ \ a "i�Aeuni inn ■ 41\ . | tto | . eU - - �Z k2| k§ BB■§■B k = al ° ` § = § 0 W-10 a §OWU in 0 kkk5 fla> - 0 NiroM[!!|-) trr§nr�■R1R■ © - 000000000 U § at at 2 I 0- ®~° 07%g�- -! B■K§§B§(BB! k RITTER. EICHNER & NORMS ATTORNEYS AT LAW THE JEFFERSON BUILDING 1225 19TH STREET, N.W., 7TH FLOOR WASHINGTON, D.C. 20036 TEL: (202) 973-0100 FAX: (202) 296-6990 December 1, 1993 Weld County, Colorado Greeley, Colorado FBS Mortgage Corporation St. Paul, Minnesota $222,430.81 WELD COUNTY, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Bonds") We have acted as Special Tax Counsel with respect to the above-referenced Bonds. The Bonds were issued on December 1, 1993 pursuant to a resolution of Weld County, Colorado (the "Issuer") dated November 30, 1993 (the "Resolution"). The proceeds of the Bonds were applied to pay a portion of the redemption price of the Issuer's Bonds (the "Prior Bonds") on the date hereof. In connection with rendering the opinions below, we have reviewed the following: 1. The Resolution; 2. The Sale and Service Agreement dated December 1, 1981 between the Issuer and FBS Mortgage Corporation, as amended by the First Amendment to Sale and Service Agreement dated December 1, 1993 (the "Agreement"); 3. The opinion of Kutak Rock & Huie, bond counsel for the Prior Bonds, dated December 30, 1981 (the "Prior Bond Counsel Opinion"); 4. The Purchase Contract between the Issuer and FBS Investment Services, Inc. dated December 1, 1993; 5. An Underwriter's Certificate, dated December 1, 1993, to the effect that, among other things, the yield on the mortgage loans securing the Bonds is not more than 1.125% greater than the yield on the Bonds (the "Underwriter's Certificate"); 6. A Certificate of the Issuer (the "Issuer's Certificate") dated December 1, 1993 to the effect that the Bonds are legal, valid and binding obligations of the Issuer; and 7. Such other opinions, certificates and documents as we deem relevant. Based upon the foregoing, we are of the opinion that, based upon existing statutes, regulations, rulings and judicial decisions, (i) interest on the Bonds is excludable from gross income for federal and State of Colorado income tax purposes; and (ii) interest on the Bonds will not be treated as a specified item of tax preference in computing the alternative minimum tax for individuals and corporations. The opinions set forth above are based upon assumptions, that, among other things, (a) the Issuer complies with certain covenants as set forth in the Agreement; (b) the certifications in the Underwriter's Certificate are true and accurate; (c) the Prior Bond Counsel Opinion is true and correct, and (d) the certifications in the Issuer's Certificate are true and correct. We bring to your attention that there is no opinion of counsel as to the validity and enforceability of the Agreement or the Bonds and that we are not admitted to practice in the State of Colorado. This opinion is for your use only and is not to be relied upon by any other party. Very truly yours, RITTER EICHNER & NORRIS By:liedagAte" $222,430.81 WELD COUNTY, COLORADO Mortgage Revenue Refunding Notes Series 1993 PURCHASE CONTRACT December 1, 1993 Weld County, Colorado Greeley, Colorado Dear Ladies and Gentlemen: FBS Investment Services, Inc., Denver, Colorado (the "Purchaser"), acting not as fiduciary or agent for you, but on behalf of itself, offers to enter into this Purchase Contract with the Weld County, Colorado (the "Issuer"), which Purchase Contract will become binding upon you and upon the Purchaser upon your acceptance by execution of this Purchase Contract and its delivery to the Purchaser at or prior to 11:00 a.m., Weld County, Colorado time, on the date hereof. 1. Introductory. The Issuer is authorized to issue the above-captioned notes (the "Notes"), pursuant to the County and Municipality Development Revenue Bond Act, constituting Article 3, Title 29 of Colorado Revised Statutes(the "Act"), and a Resolution adopted by the Issuer approving the issuance of the Notes(the "Resolution"). The Notes are being issued for the purpose of refunding a portion of the Issuer's Single Family Mortgage Revenue Bonds, 1981 Series A (the "Prior Bonds") which were issued to provide funds to purchase Mortgage Loans for single family residences located within the boundaries of the Weld County,Colorado(the "Mortgage Loans"). The Notes will be secured under an Amendment to Sale and Service Agreement for the Notes dated as of December 1, 1993 (the "Agreement"),between the Issuer and FBS Mortgage Corporation,as paying agent(the "Paying Agent"). 2. Purchase, Sale and Delivery of Bonds. On the basis of the representations and agreements contained herein, but subject to the terms and conditions herein set forth, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser, the Notes at a purchase price equal to par. Pursuant to and subject to the terms of this Purchase Contract, the Issuer shall be obligated to sell simultaneously all the Notes to the Purchaser, and the Purchaser shall be obligated to purchase all the Notes, and the entire principal amount of the Noes shall be delivered by the Issuer and accepted and paid for by the Purchaser on the date hereof. 4. Representations. The Issuer represents to and covenants with the Purchaser that: (a) The Issuer is a political subdivision of the State of Colorado (the "State"), organized and existing under the laws of the State and has full legal right, power and authority (i) to enter into this Purchase Contract, (ii) to issue, sell and deliver the Notes to the Purchaser as provided herein, and (iii) to use the proceeds of the Bonds to refund the Prior Bonds. (b) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance by the Issuer of its obligations hereunder and under the Notes and the Financing Documents have been obtained. (c) The Notes,when issued, authenticated and delivered in accordance with the Indenture and sold as provided herein, will be validly issued and outstanding limited obligations of the Issuer entitled to the benefits of the Agreement. (d) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon. 4. Expenses. The Paying Agent and the Purchaser shall pay their own expenses, including the fees and expenses of their respective counsels. 5. Governing Law. This Purchase Contract shall be governed by the laws of the State of Colorado. 6. Counterparts. This Purchase Contract may be executed in one or more counterparts, each of which shall be deemed to be one and the same document. -2- 7. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the Issuer. Very truly yours, FBS INVESTMENT SERVICES, INC. By: -,r\# tom// 777 Accepted: December 1, 1993 y WELD COUNTY, COLORADO By: (��J1 � Title: Chairman of the Board of County Commissioners -3- December 1, 1993 $222,430.81 COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") NON-ARBITRAGE CERTIFICATE Pursuant to Treasury Regulations Section 1.148-2(b)(2), the County of Weld, Colorado (the "Issuer") hereby certifies the following expectations of the Issuer as of the date of this certificate, based on the facts and estimates summarized herein, all regarding the amount and use of the proceeds of the Notes. I. IN GENERAL 1.1 The Notes are being issued pursuant to a First Amendment to Sale and Service Agreement dated as of December 1, 1993 (the "Amendment") by and between the Issuer and FBS Mortgage Corporation, as paying agent (the "Paying Agent"), to provide funds to refund on the date hereof a portion of the Issuer's Single Family Mortgage Revenue Bonds, 1981 Series A(the "Prior Bonds"). The Notes are being sold to FBS Investment Services, Inc. on the date hereof at par. 1.2. Capitalized terms not specifically defined herein have the meanings set forth in the Amendment; and unless otherwise indicated by the context in which used, words and phrases used herein shall have the meaning generally ascribed to them in Section 148 of the Treasury Regulations thereunder (the "Regulations"). II. NOTE PROCEEDS 2.1. Note proceeds are to be paid to the trustee for the Prior Bonds to pay a portion of the redemption price of such Prior Bonds on the date hereof. 2.2. The Issuer will instruct the trustee for the Prior Bonds to transfer all Mortgage Loans previously securing the Prior Bonds to secure the Notes. 2.3 The Note proceeds will not exceed the amount necessary for the purpose for which the Notes are issued. No portion of the Notes is issued solely for the purpose of investing such portion at a materially higher yield than the yield on the Notes. III. YIELD ON THE NOTES AND THE MORTGAGE LOANS 3.1. The Bonds are being sold and delivered on the date hereof to FBS Investment Services, Inc. (the "Purchaser") in exchange for payment to the Issuer of$222,430.81 (being the principal amount of the Notes). 3.2. The yield on the Notes has been computed by valuing the debt service payments on the Notes to a price of par plus $7,000. 3.3. (a) The Mortgage Notes will have a yield not greater than 1.125% in excess of the Note yield. (b) In computing the yield on the Mortgage Notes, no expected losses have been taken into account and it has been assumed that the Mortgage Notes prepaid based on 100% FHA experience as required by Section 143(g) of the Code. 3.4. As used in this certificate, the term "yield" means the yield calculated in accordance with Section 148(h) of the Code and Regulations Sections 1.148-4 and 1.148-5. IV. OTHER MATTERS 4.1. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of the Issuer used directly or indirectly to acquire "investment property" (as defined in Section 148(b)(2) of the Code) which may reasonably be expected, on the date hereof, to produce a yield materially higher than the Note yield. 4.2. In connection with the issuance of the Notes, except as specifically provided for in Section 148(c) and (d) of the Code, the Issuer has not engaged and will not engage in any transaction or series of transactions (i) enabling the Issuer to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (ii) increasing the burden on the market for tax-exempt obligations in any manner, including, without limitation, by selling Bonds that would not otherwise be sold or selling more Notes, or issuing them sooner, or allowing them to remain outstanding longer than would otherwise be necessary. 2 V. MISCELLANEOUS 5.1. The Commissioner of the Internal Revenue Code has not published notice in the Internal Revenue Bulletin that the Authority is disqualified and may not certify the Bonds under Treasury Regulation Section 1.103-13(a)(2), nor has the Issuer been advised that such action is contemplated. 5.2. The undersigned is an officer of the Issuer responsible for issuing the Notes and is acting in good faith for and on behalf of the Issuer in executing this certificate. To the best of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the expectations of the Issuer as set forth herein, and said expectations are reasonable. COUNTY OF WELD, COLORADO By: Title: Chairman of the Board of Commissioners -3- RITTER EICHNER Se NORRIS ATTORNEYS AT LAW THE JEFFERSON BUILDING 1225 19TH STREET, N.W., 7TH FLOOR WASHINGTON, D.C. 20036 TEL: 12021973-0100 FAX: 1202) 298-6990 VIA CERTIFIED MAIL - RETURN RECEIPT REOUESTED February 11, 1994 Internal Revenue Service Center Philadelphia, PA 19355 $222,430.81 WELD COUNTY, COLORADO Mortgage Revenue Refunding Notes Series 1993 Dear Sirs: Enclosed please find a fully executed Form 8038 for the above-captioned financing. Please call with any questions. Very truly yours, Richard A. Eichner Enclosure Farm 8038 information Return for Tax-Exempt (Rev.April 1990) Private Activity Bond Issues oetB No.154543720 Cowmen'orthetreewry (Under Section 149(e)) Won 5/31/92 Internal Revenue Semite ► See separate Instructions. • Part I Reporting Authority Check box if Amended Return ► 3 Paws tame 2 Muer'sempteyar Identiliulcn moles Weld County, Colorado . 84-6000813 •x S Membrane street _ 4 Report number 915 10th Street PAi9 _23- L— s Cityor Wm.stettend ZIP code 1 Dote etissue Greeley, Colorado 80631 December 1, 1993 7 Wm". biortgage Revenue Refunding Notes,. Series 1993 I WSW amteer N.A. Part I I Type of Issue(check box(es)that applies and enter the Issue Price for each) Issue Price 9 Exempt facility bond: - a 0 Airport(sections 142(aX1)and 142(c)) 9a • b 0 Docks and wharves(sections 142(aX2)and 142(c)) 9b c 0 Mass commuting facilities(sections 142(1X3)and 142(c)) 9c d 0 Water furnishing facilities(sections 142(aX4)and 142(e)) 9d e 0 Sewage facilities(section 142(aX5)) 9e f 0 Solid waste disposal facilities(section 142(aX6)) 9f g 0 Qualified residential rental projects(sections I42(aX7)and 142(d)),as follows' 9 Meeting 20-50 test(section 142(dX1XA)) 0 �% /// 1,16,2%"/Z Meeting 25-60 test(NY ion ly)142(dX1)03)) "v Meeting 25-60 test(NYC only)(section 142(d)(6)) 0 �� Has an election been made for deep rent skewing(section 142( 4 B y Yes ii dX N x » o � , . h 0 Facilities for the local furnishing of electric energy or gas(sections 142(aX8)and 142(f)) . . . 9h I 0 Local district heating or cooling facilities(sections 142(aX9)and 142(g)) 9l i 0 Qualified hazardous waste facilities(sections 142(aX10)and 142(h)) 91 k 0 High-speed intercity rail facilities(sections 142(aX11),142(e),and 142(i)) 9k Check box if the owner elected not to claim depreciation or any tax credit(see instructions) . ► 0 I 0 Facilities allowed under a transitional rule of the Tax Reform Act of 1986(see instructions) . Facility type ' Xi/if /7�� %. 1986 Act section 10 0 Qualified mortgage bond(section 143(a))(see instructions) 10 Cheek box if you elect to rebate arbitrage profits to the U.S 0 O 11 0 Qualified veterans'mortgage bond(section 143(b)) 11 Check box if you elect to rebate arbitrage profits to the U.S ► O 12 0 Qualified small issue bond(section 144(a))(see instructions) 12 Check box for$10 million small issue exemption ► O 13 0 Qualified student loan bond(section 144(b)) 13 14 0 Qualified redevelopment bond(section 144(e)) 14 15 0 Qualified hospital bond(section 145(c)) 15 16 ID-Qualified 501(cX3)bond other than a qualified hospital bond(section 145) 16 Employer identification number(EIN)of the qualifying 501(cX3)organization 17 0 Nongovernmental output property bond(treated as private activity bondXsection 141(d)) 17 18 IN Other.Describe(see instructions)►_.,1313.cal.-Be fund Lug 222 430. 81 18 Part Ill Description of Bonds (s) (a) (c) (d) (e) • Maturity Otte Interest me hsue price rated redemption weighted arenasi wNettingPrice at maturity maturity Yield cost 19 Final maturity . . $ j0 Entire issue . . aE22q,,,41n Rl 5222.430. 31 3 years @12% 12.50% For Paperwork Reduction Act Notice,see page 1 of the Instructions. FORA 8038 (Rev.4-90) eneso page 749,935 ram II03a(Rw.4-90) Page 2 Part I V Uses of Original Proceeds of Issue(including underwriters'discount) Amount 21 Proceeds used for accrued interest 21 9 22 issue pride of entire issue(enter amount from line 20,column c). . 22 2 9,4.. 0.81 23 Proceeds used for bond issuance costs(including underwriters'discount). 23 S 7.0 0 0. 0 0 / / / 0 %s i 24 Proceeds used for rnditenhancement s 24 0 fi ��it/ 25 Proceeds allocated to reasonably required reserve or replacement fund 25 p f � i 26 Proceeds used to refund prior issues( Part VI 26 2 2.4 3 0. 81 / �� complete ) 27 Total(add lines 23,24,25,and 26) " MI 22 9.4 3 0. 81 28 Nonrefunding proceeds of the issue(subtract line 27 from line 22 and enter amount here) 28 0 Part V Description of Property Financed by Nonrefunding Proceeds (Do not complete for qualified student loan bonds,qualified mortgage bonds,or qualified veterans'mortgage bonds.) 29 Type of Property Financed by Nonrefunding Proceeds: Amount a Land 29a b Buildings and structures 29b c Equipment with recovery period of more than 5 years 29c d Equipment with recovery period of 5 years or less 29d • Other(describe) . . . 29e 30 Standard industrial classification(SIC)of nonrefunding proceeds for the financedprojects. SIC Code Nonrefunding proceeds S SIC Code Nonrefunding proceeds S a c b d Part VI Description of Refunded Bonds(complete this part only for refunding bonds) 31 Enter the remaining weighted average maturity of the bonds to be refunded e 3 year 32 Enter the last erynwhichtherefundedbondswillbecalled 33 Enter the date(s)t e refunded bonds were issued ► 12 3 l g Part VII Miscellaneous 34 Name of governmental unit(s)approving issue(see instructions) a Weld Coux)tX,,,CQ Q;A41q 35 Enter the amount of the bonds designated by the issuer under section 265(b)(3X8XiXI I I) . ► Part VIII Volume Cap Amount 36 Amount of volume cap allocated to the issuer.Attach state certification 36 0 37 Amount of issue subject to the unified state volume cap 37 38 Amount of issue not subject to the unified state volume cap or other volume limitations: a Of bonds for governmentally owned solid waste facilities,airports,docks,wharves,or highspeed intercity rail facilities 38a b Under a carryforward election.Attach copy of Form 8328 to this return 384 c Under transitional rules of the Tax Reform Act of 1986 3gc 222, 430.81 Enter the Act section of the applicable transitional rule ► ._..]-33.3.(a1 X774,7 7,4,;G/0%�/////%/%///%% d Under the exception for current refunding(section 1313(a)of the Tax Reform Act of 1986) 38d 39 Amount of issue of qualified 501(c)(3)bonds: a Qualified hospital bonds 39a b Qualified nonhospital bonds 39b it Outstanding taxexempt nonhospital bonds 39c 40a Amount of issue of qualified veteran's mortgage bonds 40a b Enter the amount of the state veterans'limit 40b Under pennies of penury,I declare that I have examined the realm,and aemmpurying schedules and sta meets,end tote best d my arroab4gs and belief. they are ye correct,and template. Please // Sign '�`�? � Signature of miter 'ate Nue Constance L. Harbert Chairman of the Board of Name at above officer(type orpr,m) Motor ofaar(type ar print) County Cornmtssionerr page 749,936 snaiao COUNTY OF WELD, COLORADO Mortgage Revenue Refunding Notes Series 1993 (the "Notes") SIGNATURE CERTIFICATE AND RECEIPT We, the undersigned, do hereby certify that we are, respectively, the Chairman of the County Commissioners (the "Chairman") and the County Clerk (the "County Clerk") of the County of Weld, Colorado (the "County"), and that: 1. Prior to the date hereof, the Chairman and the County Clerk officially and manually signed the County's Mortgage Revenue Refunding Notes, Series 1993 in the aggregate principal amount of $222,430.81 (the "Refunding Notes"), and the County Clerk affixed the County's seal thereto. 2. On or prior to the date hereof, the Chairman officially executed counterparts of the Purchase Contract dated November 30, 1993 (the "Purchase Contract") between the County and FBS Investment Services, Inc., and the Chairman and the County Clerk officially executed counterparts of the First Amendment to Sale and Service Agreement dated as of December 1, 1993 between the County and FBS Mortgage Corporation, as Paying Agent (the "Amendment"). 3. On the date hereof we received the purchase price of the Notes which was applied to redeem the County's Single Family Mortgage Revenue Bonds, 1981 Series A. 3. On the respective dates of such signing and on the date hereof, the undersigned were, and now are, the duly sworn, qualified and acting officers of the County authorized to execute the Refunding Notes, the Purchase Contract and the Amendment, as described above, and holding the offices indicated by the official titles set opposite our respective names below. WITNESS our hands and the seal of the County of Weld, Colorado, this first day of December, 1993. TERM OF OFFICE SIGNATURE OFFICIAL TITLE EXPIRES L Chairman of County 6 i Commissioners 1/1/95 f County Clerk to Appointed the Board Hello