10A Action 2008 0602 Attach - Indenture of Trust

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received by the Agency in any succeeding Fiscal Year to fall below 125% of Maximum Annual Debt Service, in either case unless the Series 2008 Insurer and any other Insurer shall otherwise consent in writing. Section 5.11. No Arbitrage. The Agency shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Series 200$ Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series 2008 Bonds would have caused the Series 2008 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.12. Private Activity Bond Limitation. The Agency shall assure that the proceeds of the Series 2008 Bonds are not so used as to cause the Series 2008 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Section 5.13. Federal Guarantee Prohibition. The Agency shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series 2008 Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 5.14. Rebate Requirement. The Agency shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series 2008 Bonds. The first such payment shall occur not later than 60 days after the end of the fifth Bond Year, which ends on September 1, 2012. Section 5.15. Maintenance of Tax-Exemption. The Agency shall take all actions necessary to assure the exclusion of interest on the Series 2008 Bonds from the gross income of the Owners of the Series 2008 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Series 2008 Bonds. Section 5.16. Compliance with the Law; Low and Moderate Income Housing Fund. The Agency shall ensure that all activities undertaken by the Agency with respect to the redevelopment of the Project Area are undertaken and accomplished in conformity with all applicable requirements of the Redevelopment Plan and the Law, including, without limitation, duly noticing and holding any public hearing required by either Section 33445 or Section 33679 of the Law prior to application of proceeds of the Bonds to any portion of the Redevelopment Project. Without limiting the generality of the foregoing, the Agency covenants that it shall deposit or cause to be deposited in the Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Law, all amounts when, as and if required to be deposited therein pursuant to the Law. Section 5.17. Management and Operations of Properties. The Agency will manage and operate all properties owned by the Agency and comprising any part of the Redevelopment Project, in a sound and businesslike manner, and will keep such properties insured at all times in conformity with sound business practice. Section 5.18. Plan Limit. The Agency shall manage its fiscal affairs in a manner which ensures that it will have sufficient Tax Revenues available under the Plan Limit in the amounts 32