10A Action 2008 0602 Attach - Indenture of Trust

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and at the times required to enable the Agency to pay the principal of and interest and premium (if any) on the outstanding Bonds and any outstanding Parity Debt when due. Additionally, the Agency hereby covenants that it will annually review, no later than December 1 of each year, the total amount of tax increment revenue remaining available to be received by the Agency under the Plan Limit (adjusted to reflect only those revenues that are Tax Revenues), as well as future cumulative Annual Debt Service, estimated future fees of the Trustee, any other obligations of the Agency payable from Tax Revenues that are senior to the Bonds, and payments on obligations that are subordinate to the Bonds. If, based on such review, the allocation of Tax Revenues to the Agency in any of the next three succeeding Fiscal Years will cause an amount equal to ninety (90%) of the amount remaining under the Plan Limit (adjusted to reflect only those revenues that are Tax Revenues) to fall below the remaining cumulative Annual Debt Service, estimated future fees of the Trustee and any other obligations of the Agency payable from Tax Revenues that are senior to the Bonds, and payments on obligations that are subordinate to the Bonds, the Agency shall either (i) defease Bonds by depositing an amount of Tax Revenues equal to the amount that is required to ensure continuing compliance with the first paragraph of this Section 5.18 (by defeasing Bonds) in a defeasance escrow to be held by the Trustee and to be pledged solely to the payment of debt service on the Bonds, which escrow shall be invested in Defeasance Obligations and used for the payment of interest on and principal of and redemption premiums, if any, on the Bonds or (ii) adopt a plan approved by an Independent Redevelopment Consultant which demonstrates the Agency's continuing ability to pay debt service on the Bonds. In determining the amount to be deposited in escrow with the Trustee, the Agency shall not take into account any actual or projected interest earnings on the amounts so deposited. The Agency shall annually no later than December 1 (commencing December 1, 2009), transmit to the Trustee, a Written Certificate of the Agency setting forth the calculation required by this Section 5.18, including the remaining Annual Debt Service, estimated future fees of the Trustee, any other obligations of the Agency payable from tax increment revenues, remaining tax increment under the Plan Limit (adjusted to reflect only those revenues that are Tax Revenues), the amount of tax increment revenues allocated to the Agency during the one year period covered by the statement, and the amount, if any, to be used or escrowed for use to pay interest on and principal of and redemption premiums, if any, on the Bonds. Section 5.19. Continuing Disclosure. The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the Series 2008 Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Agency to comply with its obligations under this Section 5.19. Any notice required to be given pursuant to the provisions of the Continuing Disclosure Certificate shall also be given to the Series 2008 Insurer. Section 5.20. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. 33