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As of 2/23/
NOTE: The attached document is the Bond Trust Indenture for the CDFI Bond Guarantee Program. This is the document that the Master Servicer/Trustee will enter into with each Qualified Issuer under the CDFI Bond Guarantee Program.
QUALIFIED ISSUER] Future Advance Promissory Bond, [YEAR]-[BOND #] ([ELIGIBLE CDFI])
CDFI BOND GUARANTEE PROGRAM
BOND TRUST INDENTURE
As Between
[QUALIFIED ISSUER],
as Qualified Issuer
and
The Bank of New York Mellon, as Master Servicer/Trustee
Dated as of _________________, 20___
i
TABLE OF CONTENTS
Section 904. Master Servicer/Trustee Not Responsible for Insurance, Taxes,
BOND TRUST INDENTURE
THIS BOND TRUST INDENTURE , dated as of _____________, 20__ (Bond Indenture), between [ QUALIFIED ISSUER ], a __________ organized under the laws of ____________ (Qualified Issuer), and The Bank of New York Mellon , a New York corporation, having its principal corporate trust office in New York, as master servicer and trustee (Master Servicer/Trustee);
RECITALS:
WHEREAS , pursuant to the Small Business Jobs Act of 2010, Pub. L. 111-240, section 1134, 12 U.S.C. § 4713a, as amended (the Act), the Secretary of the Treasury (the Secretary) has entered into an Agreement to Guarantee dated as of ___________________, with the Qualified Issuer (such agreement, as it may be amended from time to time, being the Agreement to Guarantee); and
WHEREAS , pursuant to the Act and subject to the terms and conditions of the Agreement to Guarantee, the Secretary has agreed to guarantee the timely payment of qualified Bonds to be issued by the Qualified Issuer as part of a Bond Issue in an amount of at least $100,000,000, but not exceeding $[750,000,000], plus interest and Call Premiums (the Guarantee); and
WHEREAS , the Bonds are authorized to be issued to obtain funds for making certain bond loans (in each case, the Bond Loan) to certain Eligible CDFIs in order for such Eligible CDFIs to (i) finance or Refinance for community or economic development purposes described in 12 U.S.C. § 4707(b) including, but not limited to, community or economic development purposes in Low-Income Areas or Underserved Rural Areas, as deemed eligible by the CDFI Fund in its sole discretion; (ii) pay Bond Issuance Fees in an amount not to exceed one percent (1%) of Bond Loan proceeds; and (iii) capitalize loan loss reserves in an amount that is up to five percent (5%) of the par amount of the Bond Loan, or such other amount that is determined by the CDFI Fund in its sole discretion; and
WHEREAS , the Agreement to Guarantee provides that the Secretary will guarantee a Bond Issue, issued by the Qualified Issuer to obtain funds for making Bond Loans, in an aggregate principal amount equal to not less than $100,000,000; and
WHEREAS , the Agreement to Guarantee further provides that each Bond Loan shall be made under a separate and distinct loan agreement (in each case, the Bond Loan Agreement) between the Qualified Issuer and the respective Eligible CDFI, pursuant to which (i) the Qualified Issuer will lend to the respective Eligible CDFI, and the respective Eligible CDFI will borrow from the Qualified Issuer, an amount equal to the aggregate principal amount of the particular portion of a Bond Issue attributable to the making of the respective Bond Loan, and (ii) the respective Eligible CDFI will agree to repay the respective Bond Loan in such amounts and at such times as needed to enable the Qualified Issuer to, together with the payments received on the other Bond Loans arising out of the Bond Issue, pay the principal of, the interest on, and any Call Premiums with respect to the particular Bond issued to obtain funds for making
the respective Bond Loan, when and as due, whether at maturity, upon prepayment, by acceleration or otherwise; and
WHEREAS , the Agreement to Guarantee also provides that the obligation of each Eligible CDFI to repay the respective Eligible CDFI’s Bond Loan will (i) be evidenced by a promissory note (in each case, the “Note”) made by the respective Eligible CDFI payable to the Qualified Issuer in the maximum principal amount of the maximum amount that may be advanced under the particular Bond Loan Agreement relating to the respective Bond Loan, and (ii) be secured by a first Lien on such collateral as may be required by the CDFI Fund in accordance with the Act and the Agreement to Guarantee; and
[WHEREAS , the Qualified Issuer, the Assignor Qualified Issuer, and the Secretary entered into the Assignment and Performance Guarantee pursuant to which the Assignor Qualified Issuer assigned to the Qualified Issuer all of CRF’s rights, and duties under the Agreement to Guarantee, other than the Guarantee Obligations (as defined in the Agreement to Guarantee), and the Qualified Issuer accepted such assignment and agreed to be bound by all of the terms, conditions and agreements of the Agreement to Guarantee and any subsequent amendments thereto, and to perform all of the Qualified Issuer’s duties under the Agreement to Guarantee, other than the Guarantee Obligations; and ]
WHEREAS , the Qualified Issuer has determined to secure the repayment of each Bond by the assignments contained herein from the Qualified Issuer to the Master Servicer/Trustee, pursuant to which the Qualified Issuer (i) assigns to the Master Servicer/Trustee, for the benefit of the Bondholder, certain of its rights under this Bond Indenture and the particular Bond Loan Agreement and the collateral relating to the respective Bond Loan, and (ii) endorses without recourse to the order of, and pledges and assigns to, the Master Servicer/Trustee, for the benefit of the Bondholder, the particular Note relating to the respective Bond Loan; provided, however , that each Bond Issue shall be nonrecourse to the Qualified Issuer; and
WHEREAS , the Master Servicer/Trustee has accepted the trusts created by this Bond Indenture and in evidence thereof has joined in the execution hereof.
NOW, THEREFORE , in consideration of the premises, of the acceptance by the Master Servicer/Trustee of the trusts hereby created, of the purchase and acceptance of the Bonds by the Bondholder, and of the issuance by the Secretary of the Guarantee and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which the Bonds are to be issued, delivered, secured and accepted by the Bondholder, and in order to secure the payment of the Bonds at any time issued and outstanding hereunder, the Call Premium, if any, and the interest thereon according to their tenor, purport and effect, and in order to secure the performance and observance of all the covenants, agreements and conditions therein and herein contained;
THE QUALIFIED ISSUER DOES HEREBY PLEDGE AND ASSIGN , and grant a security interest unto the Master Servicer/Trustee and its successors and assigns for the benefit of the Bondholder, all right, title and interest of the Qualified Issuer presently owned or hereafter acquired in and to the following (collectively, the “Trust Estate”):
provided, further, that the Qualified Issuer shall continue to have all the rights, exclusive of the Master Servicer/Trustee, contained in the Bond Loan Agreement and described below:
(xi) The right to receive the Qualified Issuer Fee described in Section 2.6(b) and any other fees and expenses, specifically payable to the Qualified Issuer including, but not limited to, the rights described in Section 5.11 pertaining to the Qualified Issuer’s right to receive payment for costs and expenses, the rights described in Section 8.4 pertaining to the Qualified Issuer’s right to reimbursement of fees and expenses, as well as any remedies available to the Qualified Issuer under the Bond Loan Agreement to recover the foregoing fees, costs, and expenses; and (xii) The rights described in Section 5.12 pertaining to the Qualified Issuer’s right to certain indemnities (exclusive of the Master Servicer/Trustee’s rights to certain indemnities); items (a) (i) through (xii) are hereafter referred to as the “Bond Loan Agreement Reserved Rights”.
(b) Each Note of the Eligible CDFI payable to the Qualified Issuer evidencing such Eligible CDFI’s obligation to repay its Bond Loan made by the Qualified Issuer to such Eligible CDFI pursuant to the respective Bond Loan Agreement, together with interest thereon, Call Premium, if any, and other amounts with respect thereto, as provided for in such Bond Loan Agreement, the Qualified Issuer hereby agreeing to endorse, pledge and assign such Note without recourse to the order of, and to deliver the same to, the Master Servicer/Trustee as security for the obligations of the Qualified Issuer to the Master Servicer/Trustee hereinafter referred to;
(c) Each Escrow Agreement (as the same may from time to time be supplemented or amended) entered into pursuant to Section 5.16(f) of the Bond Loan Agreement; provided, however, that the Qualified Issuer shall continue to have all the rights, together with the Master Servicer/Trustee, contained in each Escrow Agreement (such rights of the Qualified Issuer being the “Escrow Agreement Reserved Rights”);
(d) [Each Custody Agreement (as the same may from time to time be supplemented or amended) entered into pursuant to Section 5.16(g) of the Bond Loan Agreement; provided, however, that the Qualified Issuer shall continue to have all the rights, together with the Master Servicer/Trustee, contained in each Custody Agreement (such rights of the Qualified Issuer being the “Custody Agreement Reserved Rights”); the Custody Agreement Reserved Rights, together with the Bond Loan Agreement Reserved Rights and the Escrow Agreement Reserved Rights are hereafter referred to as the “Reserved Rights”;]
(e) All money or securities at any time from time to time held by the Master Servicer/Trustee under the terms of this Bond Indenture including such monies on deposit in, in transit to or credited to any account or fund created hereunder, including without limitation the Revenue Fund, the Project Fund, the Risk-Share Pool Fund, the Relending Fund, the Bond Issuance Fees Fund and the Debt Service Fund;
(f) The Revenues;
(g) All money or securities at any time from time to time held by [the][each] Escrow Agent under the terms of [the][each] Escrow Agreement excluding, however, such monies on deposit in, in transit to or credited to any account or fund created thereunder required to be set aside in segregated accounts for taxes, insurance, replacement, operating or other reserves; and
(h) Any and all Collateral,
and it is so mutually agreed and covenanted by and between the parties hereto for the equal and proportionate benefit and security of the Bondholder, except as hereinafter provided, without preference or priority of any one Bond over any other Bond, by reason of priority in the issue, sale or negotiation thereof or otherwise, and as security for the fulfillment of the obligations of the Qualified Issuer hereunder, provided, however, that, except as provided in Section 403, nothing contained herein, shall be deemed to grant to the Bondholder (or to the Master Servicer/Trustee for the benefit of the Bondholder) a security interest in the collateral described above that relates to a different Bond;
TO HAVE AND TO HOLD the same forever, subject, however, to the exceptions, reservations (including the Reserved Rights) and matters therein and herein recited but IN TRUST , nevertheless, for the benefit and security of the Bondholder from time to time of the Bonds delivered hereunder and issued by the Qualified Issuer and outstanding;
PROVIDED, HOWEVER , that if, after the right, title and interest of the Master Servicer/Trustee in and to the Trust Estate pledged and assigned to it under this Bond Indenture shall have ceased, terminated and become void in accordance with Section 1106 hereof, the principal of and interest on the Bonds and any other obligations arising hereunder shall have been paid to the Bondholder or shall have been paid by the Eligible CDFI pursuant to Section 1106 hereof, then, this Bond Indenture and all covenants, agreements and other obligations of the Qualified Issuer hereunder shall cease, terminate and be void, and thereupon the Master Servicer/Trustee shall cancel and discharge this Bond Indenture and execute and deliver to the Qualified Issuer and each Eligible CDFI such instruments in writing as shall be required to evidence the discharge hereof; otherwise, this Bond Indenture shall be and remain in full force and effect; and
PROVIDED, FURTHER , that the Master Servicer/Trustee does not undertake or assume any obligations of the Qualified Issuer except as set forth in this Bond Indenture; provided, however , the Master Servicer/Trustee does hereby undertake and assume all the rights of the Qualified Issuer (except Reserved Rights) as set forth in the Bond Loan Agreement.
This Bond Indenture FURTHER WITNESSETH , and it is expressly declared, that the Bonds issued and secured hereunder are to be issued and delivered and the Trust Estate and other revenues and funds herein pledged and assigned are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Qualified Issuer has agreed and covenants, and does hereby agree and covenant, with the Master Servicer/Trustee and with the Bondholder, as follows, that is to say:
Insolvency Law, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Eligible CDFI or the Qualified Issuer, respectively, or for a substantial part of the assets of the Eligible CDFI or the Qualified Issuer, respectively, and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or (b) the Eligible CDFI or the Qualified Issuer shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Eligible CDFI or the Qualified Issuer, respectively, or for a substantial part of the assets of the Eligible CDFI or the Qualified Issuer, or (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, or (iii) make a general assignment for the benefit of creditors, or (iv) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, or (v) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, or (vi) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (v), inclusive, of this clause (b), or (vii) take any action for the purpose of effecting any of the foregoing.
“Bond” or “Bonds” means the $________ [QUALIFIED ISSUER] Future Advance Promissory Bonds, [YEAR-__] ( [NAME OF ELIGIBLE CDFI] ), constituting a security, in the form of a draw-down bond or note issued by the Qualified Issuer, with each Advance thereunder bearing interest at an applicable Bond Rate established by the Bond Purchaser in accordance with Section 1808.300 of the Regulations, as may be amended, and sold to the Bond Purchaser, the proceeds of which will be used for Eligible Purposes, and which benefits from a Guarantee, and as is more fully described in Article II hereof.
“Bond Counsel” means initially, ____________, or any other law firm having a national reputation in the field of public finance law, whose opinions are generally accepted by bondholders, appointed by resolution of the Qualified Issuer with the approval of the CDFI Fund.
“Bond Documents” mean the respective Bonds, Bond Purchase Agreement, Bond Indenture, Agreement to Guarantee, [Assignment and Performance Guarantee, ]Guarantee, Reimbursement Note, and all other instruments and documentation pertaining to the issuance of the respective Bonds.
“Bond Indenture” means this Bond Trust Indenture dated as of ______________, 2014, between the Lender and the Master Servicer/Trustee, as amended or supplemented.
“Bond Issuance Fees” means amounts paid or owed by an Eligible CDFI for reasonable and necessary expenses, administrative costs, and fees for services incurred in connection with the issuance of the Bonds (but not including the Agency Administrative Fee) and the making of the Bond Loan and shall include, but not be limited to, document printing and reproduction costs, filing and recording fees, initial fees and charges of the Master Servicer/Trustee, legal fees and charges, professional consultants’ fees, fees and charges for execution, transportation and safekeeping of the Bonds, premiums, fees and charges for insurance of the Bonds, costs and
expenses of refunding the Bond and other costs, charges and fees, including those of the Qualified Issuer, the Master Servicer/Trustee, and their respective counsel, advisors, in connection with the foregoing. The “FFB Financing Option Fees” paid to the Federal Financing Bank for the right to prepay any Bond, as provided in the Bond Purchase Agreement, shall not be treated as Bond Issuance Fees.
“Bond Issuance Fees Fund” means the trust fund so designated which is established pursuant to Section 307 hereof.
“Bond Issue” means at least $100,000,000, and no more than $750,000,000, in aggregate principal amount of Bonds covered by a single Guarantee; each Bond in the Bond Issue being in the minimum principal amount of at least $10,000,000.
“Bond Issue Date” means the date on which the Bond is deemed to be issued or originated and is the effective date of the Bond Documents.
“Bond Loan” means a loan of Bond Proceeds by the Qualified Issuer to an Eligible CDFI, in an initial principal amount that is not less than $10,000,000 and Bond Loan proceeds must be used for Eligible Purposes.
“Bond Loan Agreement” means an agreement between the Qualified Issuer and each Eligible CDFI receiving a Bond Loan, the provisions of which shall govern the terms and conditions of such Bond Loan, the terms of which agreement (and any amendments thereto) shall have been approved in advance and in writing by the CDFI Fund.
“Bond Loan Documents” means the Bond Documents together with the Bond Loan Agreement, the Note and any other agreement, document or instrument, made or executed pursuant to the Bond Loan.
“Bond Loan Payment Default Rate” means, in the event of a Bond Loan payment default, the applicable interest rate on any overdue amount from its due date to the date of actual payment and shall be calculated in the same manner as a late charge rate is calculated in the underlying Bond.
“Bond Loan Rate” means the rate of interest for each advance of funds under a Bond Loan. The Bond Loan Rate shall at all times equal the Bond Rate.
“Bond Loan Requirements” means the credit criteria established by the CDFI Fund for assessing the creditworthiness and capacity of each Eligible CDFI applicant to receive a Bond Loan.
“Bond Proceeds” means the funds that are advanced by the Bondholder to the Qualified Issuer under a Bond.
“Bond Purchase Agreement” means an agreement executed by the Qualified Issuer, the Bondholder, the Guarantor, and the CDFI Fund, the provisions of which shall govern the terms and conditions of the purchase of Bonds.
(E) Bond Issuance Fees.
“ Credit Enhancement ” means such instrument or document proffered by an Eligible CDFI to enhance the credit quality of the Bond and/or Bond Loan. Credit Enhancements include, but are not limited to pledges of financial resources and lines and letters of credit issued by an Eligible CDFI; an Affiliate; a regulated financial institution; a foundation; or another entity. The Risk-Share Pool Fund is not a form of Credit Enhancement.
“Custody Agreement” shall have the meaning ascribed thereto in each Bond Loan Agreement, as applicable.
“Debt Service Account” means the applicable debt service account of the Debt Service Fund established pursuant to Section 403(a) hereof.
“Debt Service Fund” means the trust fund so designated which is established pursuant to Section 403(a) hereof.
“Due Date” shall have the meaning ascribed thereto in Section 403(d) hereof.
“ Eligible CDFI ” means a Certified CDFI that has submitted an application to the Qualified Issuer for a Bond Loan, has been deemed creditworthy based on the Bond Loan Requirements, and has received a Bond Loan.
“Eligible CDFI Representative” means any officer of the Eligible CDFI, any other person designated in writing by the chief executive officer, chief financial officer, or comparable officer of the Eligible CDFI, or any other person or entity expressly named in the Eligible CDFI’s organizational documents, to act as its authorized representative, for the purpose of taking all actions and making all certifications required to be taken and made by the Eligible CDFI Representative under the provisions of the Bond Loan Documents, the identity of such Eligible CDFI Representatives and specimen signatures thereof to be evidenced by an incumbency certificate executed by the Secretary or Assistant Secretary or comparable officer of the Eligible CDFI and delivered to the Master Servicer/Trustee and the Qualified Issuer.
“Eligible Community or Economic Development Purpose” or “Eligible Purpose” means the allowable uses of Bond Proceeds and Bond Loan Proceeds, which include: (i) financing or Refinancing community or economic development purposes described in 12 U.S.C. § 4707(b) including, but not limited to, community or economic development purposes in Low-Income Areas or Underserved Rural Areas, as deemed eligible by the CDFI Fund in its sole discretion; (ii) Bond Issuance Fees in an amount not to exceed one percent (1%) of Bond Loan proceeds; and (iii) capitalization of Loan Loss Reserves in an amount that is up to five percent (5%) of the par amount of the respective Bond Loan, or such other amount that is determined by the CDFI Fund in its sole discretion. The financing or Refinancing (which includes acquisition) of Secondary Loans by the Eligible CDFI shall also constitute an Eligible Purpose.
“Escrow Agent” shall have the meaning ascribed thereto in each Bond Loan Agreement, as applicable.
“Escrow Agreement” shall have the meaning ascribed thereto in each Bond Loan Agreement, as applicable.
“Event of Default”, with respect to a Bond, means any of the events with respect to such Bond specified in Section 801 hereof (or in the Supplemental Indenture for such Bond) to be an Event of Default.
“Excess Interest Account” means the trust account of the Risk-Share Pool Fund which is established pursuant to Section 306 hereof.
“Government Obligations” means a direct obligation of the United States, an obligation guaranteed as to both principal and interest by the United States, an obligation (other than an obligation subject to variation in principal repayment) to which the full faith and credit of the United States are pledged, and a certificate or other instrument which evidences ownership of, or the right to receive all or a portion of the payment of the principal of or interest on, direct obligations of the United States.
“Governmental Authority” means any nation, state, sovereign or government, any federal, regional, state or local government or political subdivision thereof or any other entity exercising executive, legislative, judicial, regulatory or administrative powers or functions of or pertaining to government and having jurisdiction over the Person or matters in question.
“Guarantee” means the guarantee, issued by the Guarantor pursuant to the Agreement to Guarantee, of the repayment of one hundred percent (100%) of the Verifiable Losses of Principal, Interest, and Call Premium, if any, on the corresponding Bonds issued as part of a Bond Issue, as described in the preamble hereof.
“Guarantee Application” means the application document that a Qualified Issuer submits in order to apply for a Guarantee.
“Guarantor” means the Secretary or the Secretary’s designee.
“Insolvency Laws” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as from time to time amended and in effect, and any state bankruptcy, insolvency, receivership or similar law now or hereafter in effect.
“Interest Sub-account” means the interest sub-account of the applicable Debt Service Account within the Debt Service Fund established pursuant to Section 403 hereof.
“Interest Payment Date” means each of the payment dates set forth on the first page of the Bond.
“Lien” means any mortgage, pledge, security interest, lien, judgment lien, easement, or other encumbrance on title, including, but not limited to, any mortgage or pledge of, security interest in or lien or encumbrance on any Bond Loan Collateral of the respective Eligible CDFI which secures any Debt or any obligation of any person other than an obligation to the respective Eligible CDFI.
(i) Bonds theretofore canceled or required to be canceled under Section 208 hereof;
(ii) Bonds which are deemed to have been paid in accordance with Section 1106 hereof; and
(iii) Bonds in substitution for which other Bonds have been delivered pursuant to Article II hereof.
“Payment Date” means any Principal Payment Date or any Interest Payment Date.
“Principal Sub-account” means the principal sub-account of the applicable Debt Service Account within the Debt Service Fund established pursuant to Section 403 hereof.
“Principal Loss Collateral Provision” means a cash or cash equivalent guarantee or facility provided in lieu of (or in addition to) pledged collateral set forth in the Bond Documents or Bond Loan Documents.
“Principal Office” of the Master Servicer/Trustee means the office which, at the time in question, is designated as its corporate trust office from which its business hereunder is principally conducted, which office, at the date hereof, is the office of the Master Servicer/Trustee referred to in Section 1202 of this Bond Indenture.
“Principal Payment Date,” for each Bond, means the date on which principal or prepayment price is due and payable on the Bond, as provided in the particular Supplemental Indenture authorizing the issuance of such Bond.
“Proceeds” means “proceeds” as such term is defined in the UCC or under other relevant law and, in any event, shall include, but shall not be limited to, (i) any and all proceeds of, or amounts (in whatsoever form, whether cash, securities, property or other assets) received under or with respect to, any insurance, indemnity, warranty or guaranty payable to the Eligible CDFI or the Master Servicer/Trustee from time to time, and claims for insurance, indemnity, warranty or guaranty effected or held for the benefit of the Eligible CDFI or the Master Servicer/Trustee, in each case with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever, whether cash, securities, property or other assets) made or due and payable to the Eligible CDFI or the Master Servicer/Trustee from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of Governmental Authority), and (iii) any and all other amounts (in any form whatsoever, whether cash, securities, property or other assets) from time to time paid or payable under or in connection with any of the Collateral (whether or not in connection with the sale, lease or other disposition of the Collateral).
“Project Fund” means the trust fund so designated which is established pursuant to Section 301(a) hereof.
“Qualified Issuer” means [ INSERT QUALIFIED ISSUER ], the entity that meets the qualification requirements set forth in section 1808.200 of the Regulations, and that has been approved as such by the CDFI Fund pursuant to review and evaluation of the Qualified Issuer Application.
“Qualified Issuer Fee,” for any Bond Loan, shall have the definition contained in the applicable Bond Loan Agreement.
“Qualified Issuer Representative” means the Authorized Representative of the Qualified Issuer, as named in the Agreement to Guarantee, the identity of such Qualified Issuer Representative and any Qualified Issuer Representative referred to in the following sentence and the specimen signatures thereof to be evidenced by an incumbency certificate executed by the Secretary or Assistant Secretary or comparable officer of the Qualified Issuer and delivered to the Master Servicer/Trustee and CDFI Fund. The term shall include any other officer or officers of the Qualified Issuer who are authorized in writing to act on behalf of the Qualified Issuer whenever, by reason of absence, illness, replacement or other reason, the Authorized Representative of the Qualified Issuer is unable to act.
“Redemption Sub-account” means the redemption sub-account of the applicable Debt Service Account within the Debt Service Fund established pursuant to Section 403 hereof.
“Refinance” means the use of Bond Proceeds to refinance an Eligible CDFI’s or Secondary Borrower’s existing loan, which loan must have been used for an Eligible Purpose.
“Regulations” means the regulations governing the CDFI Bond Guarantee Program set forth at 12 C.F.R. Part 1808, as they may be amended from time to time.
“Reimbursement Note” means the note executed and delivered by each Eligible CDFI to the United States of America, to evidence such Eligible CDFI’s obligation to reimburse the Guarantor for any payments made by the Guarantor pursuant to a Guarantee.
“Relending Account Maximum” has the meaning given such term in Section 308 hereof.
“Relending Fund” means the trust fund so designated which is established pursuant to Section 308 hereof.
“Representative” means either the Eligible CDFI Representative or the Qualified Issuer Representative, as applicable.
“Responsible Officer,” when used with respect to the Master Servicer/Trustee, means any vice president, any assistant vice president, any assistant treasurer, any trust officer or assistant trust officer, any associate or senior associate or any other officer of the Master Servicer/Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Bond Indenture, the identity of such Responsible Officers referred to in this sentence and the specimen signatures thereof, to be evidenced by an incumbency certificate executed by the Secretary or Assistant Secretary of the Master Servicer/Trustee or other corporate officer of the Master Servicer/Trustee and delivered to the Qualified Issuer and the CDFI Fund; and when used with respect to the Qualified Issuer, means any officer or any vice president and also means, with respect to a particular matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.
