Harbor Bancorp & Subsidiaries - Page 10

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          Preclosing Activities                                                       

               Prior to closing on the Whitewater and Ironwood bond issues,           
          officials of the Housing Authority, Riverside County's counsel,             
          the trustee's officers and its counsel, and bond counsel all                
          engaged in reviewing drafts of the Bond documents.                          
               On December 17, 1985, William A. Rosenberger, executive                
          director of the Housing Authority, executed a "Non-Arbitrage                
          Certificate" for the Whitewater and Ironwood bonds.  Therein, he            
          represented that the Housing Authority, as issuer of the Bonds,             
          reasonably expected that the Bond proceeds would be used for the            
          construction of multifamily housing.  He further represented                
          that, except for a permissible temporary period, the Bonds would            
          not be invested in higher yielding taxable securities in an                 
          attempt to gain arbitrage profits.  Bond counsel checked with the           
          county government and were informed that notices of hearings on             
          the Bonds had been published.                                               
               The parties to the Bond issuances then attended a preclosing           
          at the Stubbeman office in Houston in mid-December 1985.  Mr.               
          Christopher, as the Housing Authority's bond counsel, represented           
          Riverside County.  Also present at the preclosing were Mr. Newman           
          and two other lawyers from the Stubbeman firm, Mr. McCown from              
          DLJ, and representatives from Unified.  The purpose of the                  
          preclosing was to obtain signatures and otherwise put the                   
          documents into form for the final closing.  The Stubbeman firm              





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