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Home My WebLink AboutIssuance & Sale of Subordinated Tax Allocation Refunding BondOVERSIGHT BOARD OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE TO: CHAIRMAN OSTER AND MEMBERS OF THE OVERSIGHT BOARD FROM: JASON SIMPSON, ADMINISTRATIVE SERVICES DIRECTOR DATE: MAY 26, 2015 SUBJECT: Issuance and Sale of Subordinated Tax Allocation Refunding Bonds BV The Successor Agency of The Redevelopment Recommendation It is recommended that the Oversight Board approve and adopt: RESOLUTION NO. OB -2015 -002 RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE ISSUANCE AND SALE OF SUBORDINATED TAX ALLOCATION REFUNDING BONDS BY THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. Background In 2011, the Lake Elsinore Public Financing Authority issued the $5,550,000 Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A (the "Launch Ramp Bonds "), of which $4,155,000 is currently outstanding, and the Local Agency Revenue Bonds (Summerly Project), 2011 Series A (the "Summerly Bonds "), of which $4,945,000 is currently outstanding. Collectively, the Launch Ramp Bonds and Summerly Bonds will be referred to herein as the "2011 Bonds." The Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency ") assumed responsibility of all debt management with respect to the Former Redevelopment Agency in 2012. Under AB 1484 and the California Health and Safety Code Section 34177.5(a), the Successor Agency may refinance outstanding bonds, with approval from the Oversight Board and the California Department of Finance (DoF), provided that the total interest cost, principal amount, and final maturity on the refunding bonds do not exceed that of the prior (outstanding) bonds. In other words, there must be debt service savings created by the refinancing. Page 1 Refunding of the Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A Refunding of the Local Agency Revenue Bonds (Summerly Project), 2011 Series A May 26, 2015 Page 2 By Resolution adopted on May 12, 2015, the Successor Agency authorized the issuance and sale of subordinated tax allocation refunding bonds and approved the form of an indenture of trust, bond purchase agreement, escrow agreements and related documents. In accordance with AB 1484 and the California Health and Safety Code Section 34177.5(a), the proposed issuance and sale of the subordinated bonds is now being presented to the Oversight Board for approval and will thereafter be submitted to the DoF. Approval from the DoF is expected around mid -July. Discussion The proposed Subordinate Tax Allocation Refunding Bonds, Series 2015 (the "2015 Bonds ") is estimated to have a par amount of $7.6 million with a final maturity of 2038, which is the same as the final maturity as the Summerly Bonds (the Launch Ramp Bonds mature in 2021). The current maturities of the Launch Ramp and Summerly Bonds would not be extended and no new debt would be issued. The final interest rate structure will be determined when the 2015 Bonds are priced and sold. The pricing date would be targeted for mid -July, assuming that the refunding is still economically viable. The bond closing is expected to occur in mid - August and the 2011 Bonds will be redeemed on September 1, 2016. The 2015 Bonds will be issued on a subordinate basis to the Successor Agency's other outstanding bonds. However the 2015 Bonds will be secured by a pledge and lien on tax increment revenues from all 3 of the Successor Agency's Project Areas, where the refunded bonds were just secured by single project areas. Based on current market conditions, the refinancing would result in debt service savings of approximately $2.1 million. However, the total level of savings will depend upon market conditions at the time of sale. Estimated annual savings will become available after the payment of enforceable obligations as approved on the Recognized Obligation Payment Schedule ( "ROPS ") and will be distributed among various taxing entities such as Riverside County, school districts, and the City. The table below highlights the identified savings based on current market conditions. Summary of Savings Results for 2095 Bonds* 2095 Bonds Net Present Value Savings $ $700,000 Net Present Value Savings (% of Par Value Refunded) 8% Avg. Savings Through 2021 (Maturity of Launch Ramp Bonds $180,000 Avg. Savings Through 2038 (Maturity of Summerl Bonds $60,000 Total Debt Service Savings $2.1 million *Projected savings are based on current interest rates assuming the 2015 Bonds have an "A" underlying rating and are sold with "AA" bond insurance. These rates are subject to change based on market conditions at the time of sale. Page 2 Refunding of the Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A Refunding of the Local Agency Revenue Bonds (Summerly Project), 2011 Series A May 26, 2015 Page 3 Documents to be Approved Approval of the Resolution authorizing the Successor Agency's execution of certain bond documents, authorizing and directing the sale of the proposed 2015 Bonds and authorizing and directing certain actions with respect thereto will authorize the execution of the following documents. Indenture of Trust - This document contains the terms of the 2015 Bonds, including payment and redemption provisions, definition and pledge of revenues to pay the 2015 Bonds, Rights and Duties of the Trustee, remedies upon a default in the payment of the 2015 Bonds, and final discharge of the 2015 Bonds and other related matters. Bond Purchase Agreement - This document contains the obligation of the underwriter to accept and pay for the 2015 Bonds, provided that all of the covenants and representations of the Successor Agency are met and certain other conditions excusing performance by the underwriter do not exist. Escrow Agreements - Agreements by and between the Successor Agency and the prior trustees to provide for the payoff of the 2011 Bonds. Fiscal Impact As illustrated on the previous page, an estimated $700,000 in net present value savings and $2.1 million in total debt service savings will be generated by refinancing the 2011 Bonds. Savings would be distributed among various taxing entities,, one of which will be the City. The level of savings will depend upon market conditions at the time of sale. The 2015 Bonds would not be an obligation of the City, but rather the Successor Agency. Debt Service on the 2015 Bonds will be supported by tax revenues collected by the County and deposited into the Successor Agency's Redevelopment Property Tax Trust Fund. Costs (related to time spent on the refunding) of the Successor Agency can be recovered through the proceeds of the 2015 Bonds at the time of issuance. Recommendation Adopt a Resolution authorizing the Successor Agency to issue the 2015 Bonds in the aggregate principal amount not -to- exceed $10 million and the execution and delivery of bond financing documents. Prepared by: Jason Simpson Director of Administrative Services Approved by: Grant Yates City Manager /Executive Director Page 3 Refunding of the Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A Refunding of the Local Agency Revenue Bonds (Summerly Project), 2011 Series A May 26, 2015 Page 4 Attachments: 1. Resolution No. OB- 2015 -002 2. Indenture of Trust 3. Bond Purchase Contract 4. 2011 Summerly Project Bonds Escrow Agreement 5. 2011 Launch Ramp Project Bonds Escrow Agreement Page 4 RESOLUTION NO. OB- 2015 -002 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE ISSUANCE AND SALE OF SUBORDINATED TAX ALLOCATION REFUNDING BONDS BY THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Redevelopment Agency of the City of Lake Elsinore (the "Former Agency ") was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) (the "Law "), and the powers of the Former Agency included the power to issue Bonds for any of its corporate purposes; and WHEREAS, the Former Agency previously entered into that certain Project Area No. I Loan Agreement with the Lake Elsinore Public Financing Authority (the "Authority') dated as of January 1, 2011 pursuant to which the Authority loaned the proceeds of its Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A, to the Former Agency (the "Launch Ramp Project Loan ") and the Former Agency pledged its tax increment revenues from Project Area I as the security for the repayment of the Launch Ramp Project Loan (the "Launch Ramp Project Loan Obligation "); and WHEREAS, the Former Agency previously issued its $3,260,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No. 11) Series 2011 (the "Project Area II Agency Bonds ") and its $1,350,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No. 111) Series 2011 (the "Project Area III Agency Bonds "; and, together with the Project Area II Bonds, the "Summerly Project Agency Bonds "); which were purchased by the Authority using proceeds of its Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (Summerly Project), 2011 Series A; and WHEREAS, the Summerly Project Agency Bonds and the Launch Ramp Project Loan Obligation are referred to collectively in this Resolution as the "Refunded Obligations "; and WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 (the "Dissolution Act") and ABx1 27 (the "Opt -in Bill "); and OVERSIGHT BOARD RESOLUTION NO. OB- 2015 -002_ Page 2 WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the Former Agency being dissolved as of February 1, 2012; and WHEREAS, the powers, assets and obligations of the Former Agency were transferred on February 1, 2012 to the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "); and WHEREAS, on or about June 27, 2012, AB1484 was adopted as a trailer bill in connection with the 2012 -13 California Budget; and WHEREAS, California Health and Safety Code Section 34177.5(a) authorizes successor agencies to refund outstanding bonds or other indebtedness to be refunded provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency desires to issue its Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 (the "2015 Bonds ") for the purpose of refunding the Refunded Obligations and to achieve debt service savings; and WHEREAS, the Successor Agency has previously approved all matters relating to the issuance and sale of the 2015 Bonds; and WHEREAS, the Oversight Board desires to approve all matters relating to the issuance and sale of the 2015 Bonds as required by Sections 34177.5(f) and 34180 of the Health and Safety Code of the State of California. NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Each of the foregoing recitals is true and correct Section 2. The issuance by the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore of the 2015 Bonds in an aggregate principal amount not to exceed $10,000,000 for the purpose of achieving debt service savings in accordance with Health & Safety Code Section 34177.5(a)(1) and the pledge of property tax revenues to the 2015 Bonds pursuant to the Indenture approved by Section 2 of the Successor Agency Resolution (as authorized by California Health and Safety Code Section 34177.5(a) and (g)) are hereby approved as provided for in the Indenture. The 2015 Bonds may be issued as a single issue, or from time to time in OVERSIGHT BOARD RESOLUTION NO. OB- 2015 -002_ Page 3 separate series, as the Successor Agency shall determine. The approval of the issuance of the 2015 Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of 2015 Bonds, without the need for any further approval from the Oversight Board. Section 3. The Chairman of the Oversight Board and the other officers and members of staff having responsibility for the affairs of the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore are hereby authorized to execute such documents and certificates necessary to assist the Successor Agency in the issuance of the Bonds. Section 4. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED at a special meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, held this 26th day of May, 2015. Dave Oster, Chairperson, Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore ATTEST: Virginia J. Bloom, Secretary Stradling Yocca Carlson & Rautk Draft gf51.5 1I5 INDENTURE OF TRUST Dated as of August 1, 2015 by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE and MUFG UNION BANK, N.A., as Trustee Relating to Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 DOCSOC/ 1704250v4/200590 -0001 TA13LE OF CONTENTS Page ARTICLE 1 DETERMINATIONS; DEFINITIONS Section 1.01 Findings and Determinations ....................................................... ..............................3 Section1.02 Definitions ................................................................................... ..............................3 Section 1.03 Rules of Construction ................................................................. .............................16 ARTICLE 11 AUTHORIZATION AND TERMS Section 2.01 Authorization of 2015 Bonds .................................................... ............................... 16 Section 2.02 Terms of 2015 Bonds ................................................................ ............................... 16 Section 2.03 Redemption of 2015 Bonds ...................................................... ............................... 17 Section 2.04 Form of 2015 Bonds ................................................................. ............................... 19 Section 2.05 Execution of Bonds ................................................................... ............................... 19 Section 2.06 T anslerofBonds ......... . .......................................................... ............................... 20 Section 2.07 Exchange of Bonds ................................................................... ............................... 20 Section 2.08 Registration of Bonds ................................................................. .............................20 Section 2.09 Temporary Bonds ..................................................................... ............................... 21 Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen ............................... .............................21 25 Section 2.11 Boot. -Entry System ..................................................................... .............................21 Section 2.12 Applicability of Provisions to Additional Bonds ........................ .............................23 ARTICLE III DEPOSIT AND APPLICATION; ADDITIONAL DEBT Section 3.01 Issuance of Bonds ....................................................................... .............................23 Section 3.02 Application of Proceeds of Sale and Certain Other Amounts .... .............................23 Section 3.03 Costs of Issuance Fund ............................................................... .............................23 Section3.04 Reserved ................................................................................... ............................... 24 Section 3.05 Issuance of Parity Debt ............................................................... .............................24 Section 3.06 Issuance of Subordinate Debt ..................................................... .............................24 Section 3.07 Issuance of Senior Debt to Refund Existing Bonds .................... .............................24 ARTICLE IV SECURITY 017 BONDS; FLOW OF FUNDS Section 4.01 Security of Bonds; Equal Security ........................................... ............................... 25 Section 4.02 Special Fund; Deposit of Pledged Tax Revenues.._ ................... .............................25 Section 4.03 Deposit of Amounts by Trustee .................................................. .............................25 Section4.04 Rebate Fund ................................................................................ .............................28 Section 4.05 Provisions Relating to 2015 Insurance Policy ............................ .............................30 Section 4.06 Provisions Relating to 2015 Reserve Policy ............................... .............................30 ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01 Punctual Payment ....................................................................... .............................30 DOCSOC / 1704256v4/200590 -0001 Section 5.02 Limitation on Additional Indebtedness; Against 1Encnmbrances ............................30 Section 6.02 Section 5.03 Extension of Payment ................................................................. .............................30 Liability of Trustee ................................................................... ............................... Section5.04 Section 6.04 Pavment of Claims ...................................................................... .............................30 Section 5.05 Books and Accounts; Financial Statements ................................ .............................31 Section 6.06 Section 5.06 Protection of Security and Rights of Owners ............................. .............................31 Deposit and Investment of Moneys in Funds ............................. .............................39 Section 5.07 Payments of Taxes and Other Charges ....................................... .............................31 Section 5.08 Taxation of Leased Property ..................................................... ............................... 31 Section 5.09 Disposition of Property ............................................................... .............................32 Section 5.10 Maintenance of Pledged Tax Revenues ...................................... .............................32 Section5.11 Tax Covenants ............................................................................ .............................32 Section 5.12 Continuing Disclosure ................................................................ .............................33 Section 5.13 Compliance with the Dissolution Act ......................................... .............................33 Section 5.14 Further Assurances ..................................................................... .............................34 ARTICLE VI THE TRUSTEE Section 6.01 Duties, Immunities and Liabilities of Trustee ............................ .............................35 Section 6.02 Merger or Consolidation ............................................................. .............................36 Section6.03 Liability of Trustee ................................................................... ............................... 36 Section 6.04 Right to Rely on Documents and Opinions ................................ .............................38 Section 6.05 Preservation and Inspection of Documents ................................ .............................39 Section 6.06 Compensation and I ndemnification ............................................ .............................39 46 Section 6.07 Deposit and Investment of Moneys in Funds ............................. .............................39 Section 6.08 Accounting Records and Financial Statements .......................... .............................41 Section 6.09 Other Transactions with Agency ................................................ .............................41 ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01 Amendment With And Without Consent of Owners .................. .............................41 Section 7.02 Effect of Supplemental Indenture ............................................... .............................42 Section 7.03 Endorsement or Replacement of Bonds After Amendment ..... ............................... 42 Section 7.04 Amendment by Mutual Consent ................................................. .............................42 Section 7.05 Opinion of Counsel .l. .................................................................... .............................42 Section 7.06 Copy of Supplemental Indenture to S &P and Moody's ............. .............................42 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01 Events of Default and Acceleration of Maturities ...................... .............................43 Section 8.02 Application of Funds Upon Acceleration ................................... .............................44 Section 8.03 Power of Trustee to Control Proceedings ................................... .............................45 Section 8.04 Limitation on Owner's Right to Sue ........................................... .............................45 Section8.05 Non - Waiver ................................................................................ .............................45 Section 8.06 Actions by Trustee as Attorney -in- Fact .................... ............... _ .............................. 46 Section 8.07 Remedies Not Exclusive ............................................................. .............................46 Section 8.08 Determination o' f Percentage ofBondowners ............................. .............................46 DO( SO( /1704256v4/200590 -0001 ARTICLE 1X MISCELLANEOUS Section 9.01 Benefits Limited to Parties ......................................................... .............................46 Section 9.02 Successor is Deemed Included in All References to Predecessor ...........................47 Section 9.03 Discharge of indenture ............................................................... .............................47 Section 9.04 Execution of Documents and Proof of Ownership by Owners ... .............................48 Section 9.05 Disqualified Bonds ..................................................................... .............................48 Section 9.06 Waiver of Personal Liability ....................................................... .............................49 Section 9.07 Destruction of Cancelled Bonds ................................................. .............................49 Section9.08 Notices ........................................................................................ .............................49 Section 9.09 Partial Invalidity ......................................................................... .............................49 Section 9.10 Unclaimed Moneys ..................................................................... .............................50 Section 9.11 Execution in Counterparts ........................................................ ............................... 50 Section9.12 Governing Law ......................................................................... ............................... 50 EXHIBIT A FORM OF 2015 BOND .................. .... ... ... ....... ......... ............................................. A -1 DOCS00 I704256v4/2oo590 -oo0t INDENTURE OF TRUST THIS INDENTURE OF TRUST (this "Indenture ") is made and entered into and dated as of August 1, 2015, by and between the SUCCESSOR AGENCY TO TI IE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public entity duly existing under the laws of the State of California (the "Successor Agency" or "Agency "), as Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (the "Former Agency") and MUFG UNION BANK, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee "); WITNESSETH: WHEREAS, prior to its dissolution (as described below), the Former Agency was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part I of Division 24 of the Health and Safety Code of the State (as amended, the "Law "), including the power to issue bonds and incur debt for any of its corporate purposes; WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. 1 (the "Project Area I ") of the Former Agency was adopted on September 30, 1980, pursuant to Ordinance No. 607, as subsequently amended in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with; WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. 11 (the "Project Area 11 ") of the Former Agency was adopted on July 11, 1983, pursuant to Ordinance No. 671, as subsequently amended in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with; WHEREAS, a Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. III (the "Project Area IH "; and, together with the Project Area I and Project Area II, the "Project Areas ") of the Former Agency was adopted on September 8, 1987, pursuant to Ordinance No. 815, as subsequently amended in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with; WHEREAS, the Former Agency previously entered into that certain Project Area No. I Loan Agreement with the Lake Elsinore Public Financing Authority (the "Authority ") dated as of January 1, 2011 pursuant to which the Authority loaned the proceeds of its 2011 Launch Ramp Project Bonds (defined below) to the Former Agency (the "launch Ramp Project Loan ") and the Former Agency pledged its tax increment revenues fi-0111 Project Area I as the security for the repayment of the Launch Ramp Project Loan (the "Launch Ramp Project Loan Obligation"); WHEREAS, the Former Agency previously issued its $3,260,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No, 11) Series 2011 (the "Project Area 11 Agency Bonds ") and its $1,350,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax DOCS001704256v4200590 -0001 Allocation Bonds (Project Area No. 111) Series 2011 (the "Project Area 111 Agency Bonds'; and, together with the Project Area 11 Agency Bonds, the "Summerly Project Agency Bonds "), which were purchased by the Authority using proceeds of its 2011 Summerly Project Bonds (defined below); WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the Law, and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, the Fourier Agency was dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 (as amended, the "Dissolution Act "), and on February 1, 2012, the Successor Agency, in accordance with and pursuant to the Dissolution Act, assumed the duties and obligations of the Former Agency as provided in the Dissolution Act, including, without limitation, the obligations of the Former Agency under the Existing Bonds (as defined herein) and the related documents to which the Former Agency was a party; WHEREAS, Section 34177.5(a)(1) of the California Health and Safety Code authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency, subject to the conditions precedent contained in said Section 34177.5; WHEREAS, said Section 34177.5 also authorizes the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding Law ") for the purpose of achieving debt service savings within the parameters set forth in said Section 34177.5; WHEREAS, in order to provide moneys to refund the Refunded Obligations (as defined herein) for the purpose of providing debt service savings in accordance with Section 34177.5(a)(1), the Successor Agency has determined to issue its Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 (the "2015 Bonds "); WHEREAS, the 2015 Bonds will be issued pursuant to and in accordance with the provisions of Section 34177.5(a)(1) of the California health and Safety Code, the Law and the Refunding Law; WHEREAS, the 2015 Bonds, and any additional Parity Debt, will be payable from Pledged Tax Revenues (as defined herein), and the pledge of Pledged Tax Revenues to the payment of the principal of and interest on the 2015 Bonds will, as applicable, be on a basis subordinate to the Successor Agency's pledge of specific tax increment revenues to the repayment of the Existing Bonds that remain outstanding after the issuance of the 2015 Bonds, [as well as payments required under the Prior Agreements, the Housing Fund Loans, the Pass- Through Agreements and the senior Statutory Pass- Through Amounts]; WHEREAS, in order to provide for the authentication and delivery of the 2015 Bonds, to establish and declare the terms and conditions upon which the 2015 Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of this Indenture; and 2 DOCSOC/ 1704256v4/200590 -0001 WHEREAS, the Successor Agency has determined that all acts and proceedings required by law necessary to make the 2015 Bonds when executed by the Successor Agency, and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and Purposes herein set forth in accordance with its terms, have been done or taken; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds, including the 2015 Bonds, issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subJect to which the Bonds, including the 2015 Bonds, are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds, including the 2015 Bonds, by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, including the 2015 Bonds, as follows: ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01 Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and, as a result of such review, hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the 2015 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Successor Agency is now duly empowered, pursuant to each and every requirement of law, to issue the 2015 Bonds in the manner and fain provided in this Indenture. Section 1.02 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. "Authority" means the Lake Elsinore Public Financing Authority, a joint powers agency formed pursuant to California Government Code Sections 6500 et sect., in which the City and Successor Agency are members. "Bonds" means the 2015 Bonds and any Parity Debt issued as bonds pursuant to a Supplemental Indenture. "Bond Counsel" means (a) Stradling Yocca Carlson & Rauth, a Professional Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of nationally- recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code. "Bond Year" means each twelve (12) month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, both dates inclusive; provided that the 3 DOCSOC/ 170425Gv4/200590 -0001 first Bond Year with respect to the Bonds shall commence on the Closing Date and end on September 1, 2015. "Business Day" means any day, other than a Saturday or Sunday or a day on which commercial banks in New York, New York, or any other city or cities where the principal Corporate Trust Office of the Trustee is located are required or authorized by law to close or a day on which the Federal Reserve System is closed. "City" means the City of Lake Elsinore. "Closing Date" means the date on which a series of Bonds is delivered by the Successor Agency to the original purchaser thereof The Closing Date with respect to the 2015 Bonds is August_, 2015. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate, with respect to the 2015 Bonds, executed by the Successor Agency, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, bond insurance and surety bond premiums, if any, rating agency fees, filing and recording fees, initial fees and charges and first annual administrative fee of the Trustee and fees and expenses of its counsel, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, administrative costs of the Successor Agency and the City incurred in connection with the issuance of the Bonds, expenses of the underwriters of the Bonds, the fees and expenses of counsel to the underwriters of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.03. "County" means the County of Riverside. "Debt Service Fund" means the fund by that name established and held by the Trustee pursuant to Section 4.03. "Defeasance Obligations" means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the Successor Agency's investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Successor Agency as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Successor Agency's investment policies then in effect), but only to the extent the same are acquired at Fair Market Value: (a) Cash; (b) Federal Securities, including direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities; 4 DOCSOC/1704256v4200590-0001 (c) The interest component of Resolution Funding Corporation strips which have been stripped by request to the Federal Reserve Bank of New York in book -entry form; (d) Pre - refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S &P, provided that, if the issue is rated only by S &P (i.e., there is no Moody's rating), then the pre - refunded municipal bonds most have been pre - refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre - refunded municipals; and (e) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export- 1Lnport Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) participation certificates of the General Services Administration; (iv) Federal Financing Bank bonds and debentures; (v) guaranteed Title XI financings of the U.S. Maritime Administration; and (vi) project notes, local authority bonds, new commwrities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development. "Department of Finance" means the Department of Finance of the State of California. "Depository" weans (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.11. "Depository System Participant" means any participant in the Depository's book-entry system. "Dissolution Act" means California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011, as it has heretofore been amended and as it may hereafter be amended. assigns. "DTC" means The Depository Trust Company, New York, New York, and its successors and "Event of Default" means any of the events described in Section 8.01. "Existing Bonds" means: (i) Authority's 1995 Series A Tax Allocation Revenue Bonds in the original principal amount of $13,345,000; Authority's (1995 Series A Refunding) 2010 Series B in the original principal amount of $10,855,000; (ii) Authority's 1999 Series A Tax Allocation Revenue Bonds in the original principal amount of $33,450,000; Authority's (1999 Series A Refunding) 2010 Series C in the original principal amount of $29,435,000; [(iii) Authority's 1999 Series B Tax Allocation Revenue Bonds in the original principal amount of $580,000 (fully matured);) 5 DOC:SOC /l 704256v4/200590 -0001 (iv) Authority's 1999 Series C Tax Allocation Revenue Bonds in the original principal amount of $14,180,000; Authority's (1999 Series C Refunding) 2010 Series A in the original principal amount of $15,435,000; [(v) Authority's 1999 Series D Tax Allocation Revenue Bonds in the original principal amount of $330,000 (fully nratwred);] [(vi) the Lake Elsinore Recreation Authority's 1997 Series A Revenue Bonds (Public Facilities Project) in the original principal amount of $14,680,000 (with the understanding that Agency's obligations with respect to said bond issue arise out of the Amended and Restated Reimbursement Agreements between Agency and City dated as of July 1, 2000, for Project Area 1, Project Area 11 and Project Area 111); and] (vii) any refunding bonds or obligations issued to refund Existing Bonds in Sections (i) through (vi) hereof, or refunding bonds thereof if such refunding bonds are issued on a lien senior to the Tien of the Bonds and meet the requirements of Section 34177.5 of the Law. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security- -State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Successor Agency and related parties do not own more than a ten percent (10 %) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. "Federal Securities" means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department ofthe Treasury of the United States of America and CA'T'S and TGRS), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America. "Fiscal Year" means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year period. "Formrer Agency" means the now dissolved Redevelopment Agency of the City of Lake Elsinore. "Housing Fund Loans" means 6 DOCSOC/ 1704256vV200590 -0001 "Indenture" means this Indenture of Trust by and between the Successor Agency and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof. "Independent Accountant' means any accountant or firm of such accountants duly licensed or registered or entitled to practice as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency o1 the City; (b) does not have any substantial interest, direct or indirect, with the Successor Agency or the City; and (c) is not connected with the Successor Agency or the City as an officer or employee of the Successor Agency or the City, but who may be regularly retained to make reports to the Successor Agency or the City. "Independent Redevelopment Consultant" means any consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor Agency to have experience in matters relating to the collection of Pledged Tax Revenues or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and not under domination of the Successor Agency or the City; (c) does not have any substantial interest, direct or indirect, with the Successor Agency or the City; and (d) is not connected with the Successor Agency or the City as an officer or employee of the Successor Agency or the City, but who may be regularly retained to make reports to the Successor Agency or the City. "Information Services" means, in accordance with then current guidelines of the Securities and Exchange Commission, such services providing information with respect to the redemption of bonds as the Successor Agency may designate in a Written Request of the Successor Agency filed with the Trustee. "Insurer" means the 2015 Insurer and, as applicable, the provider of a municipal bond or financial guaranty insurance policy with respect to Parity Debt. "Interest Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(x). "Interest Payment Date" means each March I and September 1, commencing [March 1, 2016], for so long as any of the Bonds remain Outstanding hereunder. 7 DOC S 00 1 70,1 256v4l200590 -0001 "Law" means the Community Redevelopment Law of the State, constituting Part I of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto (including the Dissolution Act). "Maximum Annual Debt Service" means, as of the date of calculation, the largest amount for the current or any future Bond Year payable on the 2015 Bonds or any Parity Debt in such Bond Year. For purposes of such calculation, the amount of interest on any Bonds or other Parity Debt that is payable from the proceeds of such Bonds or Parity Debt that is set aside solely for such purpose shall not be included in the calculation of Maximum Annual Debt Service, and there also shall be excluded payments with respect to the 2015 Bonds or any Parity Debt to the extent that amounts due with respect to the 2015 Bonds or such Parity Debt are prepaid or otherwise discharged in accordance with this Indenturre or the relevant Parity Debt Instrument. " Moody's" means Moody's Investors Service and its successors. "Nominee" means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.11(a). "Outstanding" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.05) all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the "Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Successor Agency pursuant hereto. "Oversight Board" means the Oversight Board of the Successor Agency established pursuant to the Section 34179 of the Dissolution Act. "Owner" or ` Bondowner" means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books. "Parity Debt" means any additional bonds, loans, advances or indebtedness issued or incurred by the Successor Agency on a parity with the 2015 Bonds pursuant to Section 3.05. "Parity Debt Instrument" means resolution, indenture of trust, supplemental indenture of trust, loan agreement, trust agreement or other instrument authorizing the issuance of any Parity Debt. "Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure Certificate. "Pass- Through Agreements" means the following agreements entered into between the Former Agency and various taxing agencies with respect to the allocation and transfer of certain Revenues from Project Area 1, Project Area II and Project Area III: 8 DOC SOC / 1704250v4/200590 -0007 (i) the December 27, 198, Amended Agreement by and among the City, the Agency and the Elsinore Valley Municipal Water District for Project Areas 1 and 11; (ii) the January 10, 1984, Cooperative agreement by and among the City, the Agency and the Riverside County Flood Control and Water Conservation District for Project Areas 1 and 11; (iii) the February 28, 1984, Agreement by and among the City, the Agency and the Elsinore Water District for Project Area 11; (iv) the February 28, 1984, Cooperation Agreement by and among the City, the Agency and the County of Riverside for Project Area Il; (v) the April 11, 1984, Cooperation Agreement by and among the City, the Agency and the Elsinore Valley Cemetery District for Project Area 11; (vi) the April 11, 1984, Cooperation Agreement by and among the City, the Agency and the Lake Elsinore Recreation and Park District for Project Area IL (vii) the June 14, 1987, Cooperation Agreement by and among the City, the Agency and the Mt. San Jacinto Community College District for Project Area 111; (viii) the June 14, 1987, Cooperation Agreement by and among the City, the Agency and the Elsinore Union high School District for Project Area III; (ix) the .tune 14, 1987, Cooperation Agreement by and among the City, the Agency and the Lake Elsinore School District for Project Area 111; (x) the June 14, 1987, Cooperation Agreement by and among the City, the Agency and the Riverside County Office of Education for Project Area 111; (xi) the June 14, 1988, Cooperation Agreement by and among the City, the Agency and the Elsinore Recreation and Park District for Project Area 111; (xii) the June 14, 1988, Amended Cooperation Agreement by and among the City, the Agency and the Elsinore Valley Municipal Water District for Project Area 111; (xiii) the June 14, 1988, Cooperation Agreement by and among the City, the Agency and the Elsinore Water District for Project Area 111; (xiv) the June 27, 1989, Cooperation Agreement by and among the City, the Agency and the Riverside County Flood Control and Water Conservation District for Project Area 111; and (xv) the January 23, 1990, Cooperation Agreement by and among the City, the Agency and the County of Riverside for Project Area 111, as said agreement was amended on or about February 8, 1994. "Permitted Investments" means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are 9 DOCSOU] 704256v4/200590 -0007 in compliance with the Successor Agency's investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction fi-om the Successor Agency as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Successor Agency's investment policies then in effect), but only to the extent the same are acquired at Fair Market Value: (a) Federal Securities; (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full 'faith and credit of the United States of America (stripped securities are only permitted if they have been shipped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export - Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) Federal Ilousing Administration debentures; (iv) participation certificates of the General Services Administration; (v) Federal Financing Bank bonds and debentures; (vi) guaranteed mortgage - backed bonds or guaranteed pass- through obligations of Ginnie Mae (formerly known as the Government National Mortgage Association); (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit U.S. government agencies (stripped securities only as stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) it tot securities and senior debt obligations of Fannie Mae; (iv) senior debt obligations of Sallie Mae (formerly known as the Student Loan Marketing Association); (v) obligations of the Resolution Funding Corporation; and (vi) consolidated system- wide bonds and notes of the Farm Credit System; (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S &P of at least AAAm -G, AAAm or AAm, and a rating by Moody's of Aaa, Aal or Aa2, including such funds for which the "Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and /or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee; (e) Certificates of deposit (including those of the Trustee, its parent and its affiliates) secured at all times by collateral described in (a) or (b) above or by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law, which have a maturity not greater than one year from the date of investment and which are issued by commercial banks, savings and loan associations or mutual savings banks; ('f) Certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Trustee and its affiliates), but only to the extent that the amount 10 DOCSOC/ 1704256v4/200590-0001 being invested in such certificates of deposit, savings accounts, deposit accounts or money market deposits are fully insured by FDIC, including B1F and SAIF; (g) Investment agreements, including guaranteed investment contracts, forward purchase agreements, reserve fund put agreements and collateralized investment agreements with an entity rated "Aa" or better by Moody's and "AA" or better by S &P, or unconditionally guaranteed by an entity rated "Aa" or better by Moody's and "AA" or better by S &P; (h) Commercial paper rated, at the time of purchase, "Prime -I" by Moody's and "A -1 +" or better by S &P; (i) Bonds or notes issued by any state or municipality which are rated by Moody's and S &P in one of the two highest rating categories assigned by such agencies; (j) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime -1" or "A3" or better by Moody's, and "A -I +" by S &P; and (k) The Local Agency Investment Fund that is administered by the California Treasurer for the investment of funds belonging to local agencies within the State of California, provided that for investment of funds held by the FRIStee, the Trustee is entitled to make investments and withdrawals in its own name as Trustee. "Pledged Tax Revenues" means all taxes that were eligible for allocation to the Former Agency with respect to the Project Areas and are allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of 1he State, or pursuant to other applicable State laws and that are deposited in the RPTTF, excluding (i) the portion of such taxes required to pay debt service on the Existing Bonds, but only to the extent that such taxes were pledged to the payment of debt service on the Existing Bonds, (ii) payments required pursuant to the Prior Agreements, (iii) [payments required pursuant to the Pass - Though Agreements], (iv) [payments required pursuant to the Housing Fund Loans,] and (v) all Statutory Pass - Through Amounts unless such payments are subordinated to payments on the 2015 Bonds or any additional Bonds or to the payments owed under any Parity Debt Instrunent pursuant to Section 33607.5(e) of the Law and 34177.5(c) of the Dissolution Act. "Principal Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(b). "Principal Corporate Trust Office" means the corporate trust office of the Trustee in Los Angeles, California, or such other or additional offices as the Trustee may designate in writing to the Successor Agency fi-om time to time as the corporate trust office for purposes of the Indenture; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term means the office or agency of the Trustee at which, at any particular time, its corporate trust agency business is conducted. "Prior Agreements" means the following: (i) that certain Lake Elsinore Redevelopment Project Wal -Mart Shopping Centel- Owner Participation Agreement by and between the Agency and Oak Grove Equities dated as of DOCS OC/ 1704250v4/200590 -0001 March 12, 1993, as clarified by the parties pursuant to that certain letter to Mr. Bob Boone from Gresham, Savage, Nolan & Tilden, LLP, dated October 6, 1998, regarding such Agreement; (ii) that certain Redevelopment Disposition and Development Agreement (Wal -Mart Project) by and between the Agency and Wal -Mart Stores, Inc., dated March 12, 1993, as clarified by the parties pursuant to that certain letter to Mr. Bob Boone from Gresham, Savage, Nolan & Tilden, LLP, dated October 6, 1998, regarding such Agreement; (iii) that certain Cooperative Agreement by and between the Agency and the Elsinore Valley Municipal Water District of Riverside County dated as March 18, 1993, relating to Amber Ridge; (iv) that certain Owner Participation Agreement (Lake Elsinore Factory Retail Outlet Project) by and between the Agency and Glen Investors, Inc., dated December 26, 1989; (v) that certain Agreement to Fill and Operate Lake Elsinore by and among the City, the Agency and Elsinore Valley Municipal Water District dated December 19, 1991; (vi) that certain Joint Project Funding Agreement (Mission Trail) by and among the County of Riverside, the City and the Agency dated June 13, 2000; and (vii) that certain Settlement Agreement by and among California Bank & Trust (as the successor -in- interest to First Pacific National Bank), the City and the Agency dated December 10, 2002, in settlement of the matter of California Bank & Trust v. Cary ofLake Elsinore, Cuv of Lake Elsinore Reclevelolmient Agency, Camelol Property Counselors, Inc., ei al., Riverside Superior Court Case No. 344190. " Project Areas" means the redevelopment Project Areas described in the Redevelopment Plans "Qualified Reserve Account Credit Instrument" means (i) the 2015 Reserve Policy, and (ii) an irrevocable standby or direct -pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the "trustee, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (a) S &P or Moody's have assigned a Tong -term credit rating to such bank or insurance company of "A" (without regard to modifier) or higher; (b) such letter of credit, insurance policy or surety bond has a term of at least 12 months, (c) such letter of credit, insurance policy or Surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released; and (d) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder au amount equal to any deficiencies which may exist fiom time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture. "Rebate Fund" means the fund by that name referenced in Section 4.04 of this Indenture. "Rebate Regulations" means the final Treasury Regulations issued under Section 148(f) of' the Code. 12 DOCSOC/1704256v4/200590 -0001 "Recognized Obligation Payment Schedule" means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision (1) of Section 34177 of the California Health and Safety Code. "Record Date" means, with respect to any Interest Payment Date, the close of business on the fifteenth (I 5th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day. "Redemption Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(d). "Redevelopment Obligation Retirement Fund" means the fund by that name established pursuant to California I Iealth and Safety Code Section 34170.5(b) and administered by the Successor Agency. "Redevelopment Plans" means the redevelopment plans for Project Area 1, Project Area II and Project Area III of the Former Agency in Lake Elsinore, California, as heretofore amended and as may hereafter be amended in accordance with the law. "Redevelopment Projects" means the undertaking of the Successor Agency pursuant to the Redevelopment Plans and the Law for the redevelopment of the Project Areas. "Redevelopment Property Tax 'Trust Fund" or "RPTTF" means the fund by that name established pursuant to California Health & Safety Code Sections 34170.5(a) and 34172(c) and administered by the Auditor- Controller of the County of Riverside. "Refunded Obligations" means the Launch Ramp Project Loan Obligation and the Sununerly Project Agency Bonds. "Refunding Law" means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto. "Registration Books" means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. "Report" means a document in writing signed by an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Indenture to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion With respect to the subject matter referred to in the Report. 13 DOGS OC/ 1704256v4/200590 -0001 "Reserve Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(c). "Reserve Requirement" means, subject to Section 4.02(c) of this Indenture, with respect to the 2015 Bonds, and each series of Parity Debt issued in the form of Bonds, the lesser of Bonds, (i) 125% of the average Annual Debt Service with respect to that series of the (ii) Maximum Annual Debt Service with respect to that series of the Bonds, or (iii) with respect to an individual series of Bonds, 10% of the original principal amount of a series of Bonds (or, if such series of Bonds has more than a de minimis amount of anginal issue discount or premium, 10% of the issue price of such series of Bonds); provided, that in no event shall the Successor Agency, in connection with the issuance of Parity Debt in the form of Bonds pursuant to a Supplemental Indenture be obligated to deposit an amount in the Reserve Account which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax- exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Account is so limited, the Reserve Requirement shall, in connection with the issuance of such Parity Debt issued in the form of Bonds, be increased only by the amount of such deposit as permitted by the Code; and, provided further that the Successor Agency may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of Section 4.O3(c) hereof. "Revenues" shall have the meanings assigned to such terms in the Existing Indentures. "S &P" means Standard & Poor's Financial Services LLC, a division of McGraw Hill Financial, and its successors. "Securities Depositories" means The Depository Trust Company, New York, New York 10041 -0099, Fax -(212) 855 -7232; or, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and /or such other securities depositories as the Successor Agency may designate in a Written Request of the Successor Agency delivered to the Trustee. "Semiannual Period" means (a) each six -month period beginning on January 1 of any calendar year and ending on June 30 of such calendar year, and (b) each six -month period beginning Oil July I of any calendar year and ending on December 31 of such calendar year. "Serial Bonds" means all Bonds other than Term Bonds. "Special Fund" means the fund held by the Successor Agency established pursuant to Section 4.02. "State" means the State of California. "Statutory Pass - Through Amounts" means amounts required to be paid to taxing agencies pursuant to Sections 33607.5 and 33607.7 of the Law. 14 DOCSOGI 704256v4200590 -0001 "Subordinate Debt" means any loans, advances or indebtedness issued or incurred by the Successor Agency pursuant to Section 3.06, which are either: (a) payable from, but not secured by a pledge of or lien upon, the Pledged Tax Revenues; or (b) secured by a pledge of or lien upon the Pledged Tax Revenues which is expressly subordinate to the pledge of and lien upon the Pledged 'Tax Revenues hereunder for the security of the 2015 Bonds, the Existing Bonds and any Parity Debt. "Subordinate Debt Instrument" means any instrument providing for the issuance of Subordinate Debt. "Supplemental Indenture" means any resolution, agreement or other instrument which has been duly adopted or entered into by the Successor Agency, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. "Tax Certificate" means that certain Tax Certificate executed by the Successor Agency with respect to the Bonds. "Term Bonds" means (i) the 2015 Bonds maturing on September and September 1, 20_, and (ii) that portion of any other Bonds payable from mandatory sinking account payments. "Trustee" means MUFG Union Banc, N.A., as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. "Written Request of the Successor Agency" or "Written Certificate of the Successor Agency" means a request or certificate, in writing signed by the Administrator or Treasurer of the Successor Agency, or the designee of either, or by any other officer of the Successor Agency or the City duly authorized by the Successor Agency for that purpose. "2011 Launch Ramp Project Bonds" means the $5,550,000 initial aggregate principal amount Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A. "2011 Launch Ramp Project Loan Agreement" means that certain Project Area No. 1 Loan Agreement between the Former agency and the Authority dated as of January 1, 2011. "2011 Sunnnerly Project Bonds" mcans the $5,365,000 initial aggregate principal amount Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (Summerly Project), 2011 Series A. "2011 Summerly Project Indentures" means (i) that certain Indenture dated as of April 1, 2011, between the Former Agency and the Trustee, as trustee, relating to the Project Area 11 Agency Bonds and (ii) that certain Indenture dated as of April 1, 2011, between the Former Agency and the Trustee, as trustee, relating to the Project Area III Agency Bonds. "2015 Insurance Policy" means [to come]. "2015 Insurer" means [to come]. "2015 Reserve Account Agreement" means [to collie]. 15 00C.S0 0 17042561,4/200590-0001 "2015 Reserve Policy" means [to come]. Section 1.03 Rules of Construction. All references herein to "Articles." "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II AUTHORIZATION AND TERMS Section 2.01 Authorization of 2015 Bonds. The 2015 Bonds are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Refunding Law, the Dissolution Act and the Law. This Indenture constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and redemption premiums (if any) and the interest on all Bonds which may fi-om time to time be executed and delivered hereunder, sub'ject to the covenants, agreements, provisions and conditions herein contained. Such initial issue of Bonds shall be designated the "Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015" (the "2015 Bonds "). The 2015 Bonds shall be issued in the initial aggregate principal amount of $ Section 2.02 'Perms of 2015 Bonds. The 2015 Bonds shall be issued in fully registered form without coupons. The 2015 Bonds shall be issued in denominations of $5,000 or any integral multiple thereof so long as no 2015 Bond shall have more than one maturity date. The 2015 Bonds shall be dated as of their Closing Date. The 2015 Bonds shall be lettered and numbered as the Trustee shall prescribe. The 2015 Bonds shall mature and shall bear interest (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) at the rate per annum as 'follows: Matorilp Dote Princilml Interest (September 1) Amount Rate 16 DO( SOC/1704256v4/200590 -0001 Each 2015 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before [February 15, 2016], in which event it shall bear interest from its Closing Date; provided, however, that if, as of the date of authentication of any 2015 Bond, interest thereon is in default, such 2015 Bond shall bear interest fiom the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the 2015 Bonds (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed on the Interest Payment Date to the Owner thereof at such Owner's address as it appeals on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the 2015 Bonds, which written request is on file with the Trustee as of any Record Date, interest on such 2015 Bonds shall be paid on the succeeding Interest Payment Date to such account in the United States as shall be specified in such written request. The principal of the 2015 Bonds and any premium upon redemption, are payable in lawful money of the United States of America upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Section 2.03 Redemption of 2015 Bonds. (a) Optional Redemption. The 2015 Bonds matwring on or prior to September 1, 20[25] are not subject to optional redemption. The 2015 Bonds maturing on or after September 1, 20[26], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after September 1, 20[25], by such maturity or maturities as shall be directed by the Successor Agency (or in absence of such direction, pro rata by maturity and by lot within a maturity), from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date 'fixed for redemption, without premium. The Successor Agency shall be required to give the Trustee written notice of its intention to redeem 2015 Bonds under this subsection (a) with a designation of the principal amount and maturities to be redeemed at least forty five (45) days prior to the date fixed for such redemption (or such later date as shall be acceptable to the Trustee in the sole determination of the Trustee), and shall transfer to the Trustee for deposit in the Debt Service Fund all amounts required for such redemption not later than the date fixed for such redemption. (b) Mandatory Sinking Fund Redemption. The 2015 Bonds that are 'Perm Bonds maturing September 1, 20..__ and September 1, 20_ shall also be subject to mandatory redemption in whole, or in part by lot, on September 1 in each year, commencing September 1, 20 and September 1, 20, respectively, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to Section 4.03(b), at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following table[s]; provided however, that (y) in lieu of redemption thereof such Series 2015 Term Bonds may be purchased by the Successor Agency pursuant to Section 2.03(g) hereof, and (z) if some but not all of such Series 2015 Perm Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2015 Term Bonds so redeemed, to be allocated among such sinking fund payments in integral 17 DOCSOC/1704256v4/200590 -0001 multiples of $5,000 as determined by the Successor Agency (notice of which determination shall be given by the Successor Agency to the Trustee). Series 2015 Term Bonds of 20 SeptemberI PrincipalAmaaat Series 2015 Term Bonds of 20 September I Principal Amount (c) Notice of Redemption; Rescission. The Trustee on behalf and at the expense of the Successor Agency shall mail (by first class mail, postage prepaid) notice of any redemption at least thirty (30) but not more than sixty (60) days prior to the redemption date, (i) to any Insurer and to the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories and one or more Information Services designated in a Written Request of the Successor Agency filed with the Trustee; but such mailing shall not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the redemption date and the redemption price, shall state, in the case of a redemption pursuant to (a) above, that such redemption is conditioned upon the timely delivery of the redemption price by the Successor Agency to the Trustee for deposit in the Redemption Account, shall designate the CUSIP number of the Bonds to be redeemed, shall state the individual number of each Bond to be redeemed or shall state that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be redeemed, and shall require that such Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. The Successor Agency shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default Under this Indenture. The Successor Agency and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall nail notice of such rescission of redemption in the same manner and to the same recipients as the original notice of redemption was sent provided, however, the notice of rescission shall not be required to be mailed within the time period required for the notice of redemption. 18 DOC SOC/ 7 704256x4/200590 -0001 Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (d) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Successor Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Successor Agency, a new Bond or Bonds of the same interest rate and maturity, of authorized denominations, in aggregate principal amount equal to the Unredeemed portion of the Bond to be redeemed. (e) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice. (f) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem appropriate, and shall notify the Successor Agency thereof to the extent Bonds are no longer held in book-entry form. In the event of redemption by lot of Bonds, the Trustee shall assign to each Bond then Outstanding a distinctive number for each $5,000 of the principal amount of each such Bond. 'File Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, but only so much of the principal amount of each such Bond of a deno nination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be cancelled and destroyed. (g) Purchase in Lieu of Redemption. In lieu of redemption of the Tenn Bonds pursuant to the subsection (b) above or pursuant to a Supplemental Indenture, amounts on deposit in the Special Fund or in the Principal Account may also be used and withdrawn by the Successor Agency and the Trustee, respectively, at any time, upon the Written Request of the Successor Agency, for the purchase of the Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Successor Agency may in its discretion determine. The par amount of any Term Bonds so purchased by the Successor Agency in any twelve -month period ending on July I in any year shall be credited towards and shall reduce the par amount of the Term Bonds required to be redeemed pursuant to subsection (d) on September l in each year; provided that evidence satisfactory to the Trustee of such purchase has been delivered to the Trustee by said July I. Section 2.04 Form of 2015 Bonds. The 2015 Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. Section 2.05 Execution of Bonds. The Bonds shall be executed on behalf of the Successor Agency by the signature of the Mayor, City Manager or Treasurer or rile written designee of any of them and the signature of the City Clerk who are in off-ice on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made l DO( SOC/1904256v4/200590-0001 manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency. Only such of the Bonds as shall bear thereon a Certificate of Authentication in the 'form hereinbefore set forth, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. In the event temporary Bonds are issued pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and dated by the "trustee, may be initially registered by the Trustee, and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.06 Transfer of Braids. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a'form acceptable to the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Successor Agency shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount of authorized denominations. 'file Trustee shall require the payment by the Owner of any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Successor Agency. The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a) any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption. Section 2.07 Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for Bonds of the same tenor and maturity and of other authorized denominations. The Trustee shall require the payment by the Owner of any tax or other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor Agency. The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a) any Bonds during the Fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption. Section 2.08 Registration of Bonds. The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection and copying by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for 20 DOC SOC/ 1704256v4/200590 -0001 such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefare provided. Section 2.09 Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. ]'be temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Successor Agency, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Principal Corporate Trust Office of the 'trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may require payment by the Owner of a suns not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture. Section 2.11 Boole -Entry System. (a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or obligation to 21 ixmsocn 704256vd /200590-000 1 any Depository System Participant or to any person on behalf of which the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have any responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bondowner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Successor Agency elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bondowner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. 'File Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bondowner shall receive a Bond evidencing the obligation of the Successor Agency to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Successor Agency shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository's book -entry system, the Successor Agency and the Trustee shall execute and deliver to such Depository a letter, representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondowners. The Trustee agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In addition to the execution and delivery of such letter, upon written request of the Depository or the Trustee, the Successor Agency may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository's book -entry program. (c) Transfers Outside Book -Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency determines to terminate the Depository as such, then the Successor Agency shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Successor Agency fails to identify another Securities Depository to 22 DOC.S001704256v4/200590 -0001 replace the Depository, then the Bonds shall no longer be required to be registered in the 1tegishation Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article 11. Prior to its termination, the Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. Section 2.12 Applicability of Provisions to Additional Bonds. Unless otherwise provided in a Supplemental Indenture, the provisions of Sections 2.03(c) through (g) and 2.05 through 2.11 shall apply to additional Bonds. ARTICLE III DEPOSIT AND APPLICATION; ADDITIONAL DEBT Section 3.01 Issuance of Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver to the Trustee the 2015 Bonds in the aggregate principal amount of $ and the Trustee shall authenticate and deliver the 2015 Bonds upon the Written Request of the Successor Agency. Section 3.02 Application of Proceeds of Sale and Certain Other Amounts. (a) On the Closing Date with respect to the 2015 Bonds, the proceeds of sale of the 2015 Bonds, being $ (calculated as the par amount thereof, plus original issue premium, less the discount of the original purchaser thereof in the amount of $ , less the portion of the premium for the 2015 Insurance Policy allocable to the 2015 Bonds in the amount of $ paid directly to the 2015 Insurer, and less the portion of the premium for the 2015 Reserve Policy allocable to the 2015 Bonds in the amount of $ paid directly to the 2015 Insurer), shall be paid to the Trustee and applied as follows: (i) The 'Trustee shall deposit the amount of $ in the Costs of Issuance Fund. (ii) The Trustee shall deposit $ with the Authority pursuant to the 1-011 Launch Ramp Project Loan Agreement. (iii) The Trustee shall deposit $ with the trustee under the 2011 Summerly Pro]ect Indentures. (b) [In addition to making the deposits set forth above, the Successor Agency will transfer to the Trustee for deposit in the Interest Account $ to be used to pay interest on the 2015 Bonds on March 1, 2016.] Section 3.03 Costs of Issuance Fund. There is hereby established a separate fund to be known as the "Costs of Issuance Fund ", which shall be held by the Trustee in trust. The moneys in 23 DOCSOC/ I?04250v4/200590 -0001 the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance with respect to the 2015 Bonds upon submission of' a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On the date which is six (6) months following the Closing Date with respect to the 2015 Bonds, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account within the Debt Service Fund, and the Costs of Issuance Fund shall be closed. Section 3.04 Reserved Section 3.05 Issuance of Parity Debt. In addition to the 2015 Bonds, the Successor Agency may issue additional bonds (including pursuant to a Supplemental Indenture) or incur other loans, advances or indebtedness payable from Pledged Tax Revenues on a parity with the 2015 Bonds to refund any of the Existing Bonds or outstanding Bonds or Parity Debt in such principal amount as shall be determined by the Successor Agency. The Successor Agency may issue and deliver any such Parity Debt subject to the following specific conditions all of which are hereby made conditions precedent to the issuance and delivery of such Parity Debt: (a) No event of default hereunder or under any Parity Debt Instrument shall have occurred and be continuing unless such event of default will be cured by the issuance of'such Parity Debt; (b) The issuance of the Parity Debt shall comply with the requirements of Section 34177.5(a)(1) ofthe Dissolution Act; (c) In the event the Successor Agency issues additional Bonds pursuant to a Supplemental Indenture, the Successor Agency shall cause the amount on deposit in the Reserve Account to equal the Reserve Requirement; and (d) The Successor Agency shall deliver to the Trustee a Written Certificate of the Successor Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth above have been satisfied. Section 3.06 Issuance of Subordinate Debt. The Successor Agency may issue or incur Subordinate Debt in such principal amount as shall be determined by the Successor Agency. Such Subordinate Debt may be payable from any assets or property of the Successor Agency, including Pledged Tax Revenues, on a subordinate basis to the payment of debt service on the Bonds. Section 3.07 Issuance of Senior Debt to Refund Existing Bonds. The Successor Agency may issue bonds secured by Pledged Tax Revenues on a senior basis to the Bonds and Parity Debt to refund [the Successor Agency's obligations pledged to repayment of the] Existing Bonds so long as the Successor Agency satisfies the requirements of Section 34177.5(a)(1) of the Law. 24 DOC SOC /7 704256\,4/200590-0001 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01 Security of Bonds; Equal Security. Except as may otherwise be provided in Section 4.02, Section 5.17 and Section 6.06, the 2015 Bonds and any Parity Debt shall be equally secured by a pledge of, security interest in and lien on all of the Pledged Tax Revenues and the moneys in the Special Fund, and the 2015 Bonds and any additional Bonds shall also be secured by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Redemption Account and the Reserve Account (including any subaccounts therein) without preference or priority 'for series, issue, number, dated date, sale date, date of execution or date of delivery. Except for the Pledged Tax Revenues, which constitute the amotmts deposited in the Redevelopment Property Tax Trust Fund that are not pledged to other obligations of the Former Agency or the Successor Agency, and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds. In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 4.02 Special Fund; Deposit of Pledged Tax Revenues. There is hereby established a special fiord to be known as the "Subordinate Bonds Special Fund" which is to be held by the Successor Agency within the Redevelopment Obligation Retirement Fund and which shall also be known as the "Special Fund." The Redevelopment Obligation Retirement Fund, including the Subordinate Bonds Special Fund therein, shall be held by the Successor Agency separate and apart from other funds of the Successor Agency. [The Successor Agency shall deposit all of the Pledged Tax Revenues received with respect to any Semiannual Period in accordance with Section 5.17 hereof into the Special Fund promptly upon receipt thereof by the Successor Agency. All Pledged Tax Revenues received by the Successor Agency in excess of the amount required to make the deposits required herein in order to pay debt service on the Bonds and any Parity Debt and to make any other payments due hereunder, and except as may be provided to the contrary in this Indenture or in any Supplemental Indenture or Parity Debt Instrument, shall be released from the pledge and lien hereunder and shall be applied in accordance with the Law, including but not limited to the payment of debt service on any Subordinate Debt. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures or other Parity Debt InStl'1,1111CIlt, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in this indenture and in any Supplemental Indenture or other Parity Debt hutrument.] Section 4.03 Deposit of Amounts by Trustee. There is hereby established a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust. Moneys 25 DOCS001704256v4/200590 -0001 in the Special Fund shall be transferred by the Successor Agency to the Trustee in the following amounts, at the following times, and deposited by the Trustee in the following respective special accounts, which are hereby established in the Debt Service Fund, and in the following order of priority (provided further that, if on the fifth (5th) Business Day prior to the date the Successor Agency is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on deposit therein sufficient to make the following deposits, taking into accounts amounts required to be transferred with respect to Parity Debt other than Bonds, the Successor Agency shall immediately notify the Trustee of the amount of any such insufficiency): (a) Interest Account. On or before the fifth (51h) Business Day preceding each Interest Payment Date, commencing with the Interest Payment Date of March 1, 2016, the Successor Agency shall withdraw from the Special Fund and transfer to the Trustee, for deposit in the Interest Account an amount which when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely far the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to this Indenture). (b) Principal Account. On or before the fifth (5th) Business Day preceding September 1 in each year beginning September 1, 2016, the Successor Agency shall withdraw from the Special Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount then contained in the Principal Account, will be equal to the principal becoming due and payable on the Outstanding Serial Bonds and Outstanding Term Bonds, including pursuant to mandatory sinking account redemption, on the next September 1. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next September 1 on all of the Outstanding Serial Bonds and Term Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the propose of paying the principal of the Serial Bonds and the Term Bonds, including by mandatory sinking account redemption, as the same shall become due and payable. (c) Reserve Account. There is hereby established in the Debt Service Fund a separate account known as the "Reserve Account' solely as security for payments payable by the Successor Agency pursuant to this Section 4.03 and pursuant to any Supplemental Indenture or other Parity Debt Instrument, which shall be held by the Trustee in trust for the benefit of the Owners of the Bonds and any Parity Debt. The Reserve Requirement for the 2015 Bonds will be satisfied by the delivery of the 2015 Reserve Policy by the 2015 Insurer on the Closing Date with respect to the 2015 Bonds. The Successor Agency will have no obligation to replace the 2015 Reserve Policy or to fund the Reserve Account with cash if, at any time that the 2015 Bonds are Outstanding, amounts are not available under the 2015 Reserve Policy other than in connection with a draw on the 2015 Reserve Policy. Except as provided in the preceding paragraph and as may be provided in a Supplemental Indenture or Parity Debt Instrument, in the event that the amount on deposit in the Reserve Account at any time becomes Tess than the Reserve Requirement, the Trustee shall promptly notify the Successor Agency of such fact. Upon receipt of any such notice and as promptly as is 26 DOCSOC/ 1704256v4/200590 -0001 permitted by the Law, the Successor Agency shall transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. The amounts available under the 2015 Reserve Policy shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account in such order of priority, in the event of any deficiency at any time in any of such accounts with respect to the payment of debt service on the 2015 Bonds. Except as provided above, the amount on deposit in the Reserve Account shall be maintained at the Reserve Requirement at all times prior to the payment of the Bonds and any Parity Debt in full. If there shall then not be sufficient Pledged Tax Revenues to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the Successor Agency shall be obligated to continue malting transfers as Pledged Tax Revenues become available until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers Pursuant to any Parity Debt Instrument and hereunder to the Interest Account, tre Principal Account and the Sinking Account, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Successor Agency is not in default hereunder or under any Parity Debt Instrument, any amount in the Reserve Account in excess of the Reserve Requirement shall be withdrawn from the Reserve Account semiannually on or before two (2) Business Days preceding each March I and September I by the Trustee and deposited in the Interest Account or be applied pro rata in accordance with any applicable provision of a Parity Debt Instrument. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall be transferred to the Interest Account and the Principal Account, in such order, to the extent required to make the deposits then required to be made pursuant to this Section 4.03 or shall be applied pro rata as required by any Parity Debt Instrument, as applicable. The Successor Agency shall have the right at any time to direct the Trustee to release funds from the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the Bonds or any Parity Debt the interest on which is excluded from gross income of the owners thereof for federal income tax purposes to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, and upon delivery by the Successor Agency to the Trustee of written calculation of the amount permitted to be released from the Reserve Account (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account to the Successor Agency to be applied ht accordance with the Law. The Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this paragraph (d). Upon the expiration of any Qualified Reserve Account Credit Instrument, the Successor Agency shall either (i) replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount of funds equal to the Reserve Requirement, to be derived from the first legally available Pledged Tax Revenues. If the Reserve Requirement is being maintained partially in cash and partially 27 1)0csoa1204256v4n00590-00ut with a Qualified Reserve Account Credit Instrument, the cash shall be first used to meet any deficiency which may exist fi-om time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture. If the Reserve Requirement is being maintained with two or more Qualified Reserve Account Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture shall be pro -rata with respect to each such instrument. If the Reserve Requirement with respect to a particular series of Bonds is secured by a Qualified Reserve Account Credit Instrument that relates only to such series of Bonds, the calculation of Reserve Requirement for such series of Bonds shall be calculated on a stand -alone basis. The Reserve Account may be maintained in the form of one or more separate sub - accounts which are established for the purpose of holding the proceeds of separate issues of the Bonds and any Parity Debt in conformity with applicable provisions of the Code to the extent directed by the Successor Agency in writing to the Trustee. Additionally, the Successor Agency may, in its discretion, combine amounts on deposit in the Reserve Account and on deposit in any reserve account relating to any (but not necessarily all) Parity Debt not issued as Bonds in order to maintain a combined reserve account for the Bonds and any (but not necessarily all) Parity Debt. (d) Redemption Account. On or before the Business Day preceding any date on which Bonds are to be redeemed pursuant to Section 2.03(a), the Trustee shall withdraw from the Debt Service Fund any amount transferred by the Successor Agency pursuant to Section 2.03(a) for deposit in the Redemption Account, such amount being the amount required to pay the principal of and premium, Wally, on the 2015 Bonds and on other Bonds to be redeemed on such date pursuant to Section 2.03(a) or a similar provision o'f a Supplemental Indenture. All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the 2015 Bonds and on such other Bonds to be redeemed pursuant to Section 2.03(a) or a similar provision of a Supplemental Indenture on the date set for such redemption. Interest due on the 2015 Bonds or such other Bonds to be redeemed on the date set for redemption shall, if applicable, be paid from funds available therefor in the Interest Account. Notwithstanding the foregoing, at any time prior to giving notice of redemption of any such 2015 Bonds or such other Bonds, the Trustee may, at the direction of the Successor Agency, apply amounts deposited or otherwise to be deposited in the Redemption Account to the purchase of the 2015 Bonds or such other Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest on such 2015 Bond or such other Bonds, which is payable from the Interest Account) as shall be directed by the Successor Agency. Section 4.04 Rebate Fund. The Trustee shall establish the Rebate Fund for the 2015 Bonds, when needed, and the Successor Agency shall comply with the requirements below. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and the applicable Tax Certificate, unless the Successor Agency obtains an opinion of Bond Counsel that the exclusion from gross income of interest on the 2015 Bonds will not be adversely affected for federal income tax purposes if such requirements are not satisfied. (a) Bxcess investment Barninys. (i) Computation. Within 55 days of the end of each fifth Computation Year with respect to the 2015 Bonds, the Successor Agency shall calculate or cause to be calculated 28 1)0CSOC/1704256v4/200590 -0001 the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148 -3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exception of Section 148(f)(4)(B) and the construction expenditure exception of Section 148(t)(4)(C) of the Code), for this purpose treating the last day of the applicable Computation Year as a computation date, within the meaning of Section 1.148 -1(b) of the Rebate Regulations (the "Rebatable Arbitrage "). The Successor Agency shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days of the end of each fifth Computation Year with respect to the 2015 Bonds, upon the Finance O'fficer's written direction, an amount shall be deposited to the Rebate Fund by the Trustee from any legally available funds, including the other funds and accounts established herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this Section 4.04(a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon written instructions from the Finance Officer, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt Service Fund. (iii) Payment to the Treasury. The Successor Agency shall direct the Trustee in writing to pay to the United States Treasury, out of amounts in the Rebate Fund. (X) Not later than 60 days after the end of (A) the fifth Computation Year with respect to the 2015 Bonds, and (B) each applicable fifth Computation Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Computation Year; and (Y) Not later than 60 days after the payment of all the 2015 Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Computation Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(t) of the Code. In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Successor Agency shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, including the other Funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment required to be made pursuant to this Subsection 4.04(a)(iii) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038 -T prepared by the Successor Agency, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the 2015 Bonds and the payments described in Section 4.04(a)(iii), shall be transferred by the Trustee to the Successor Agency at the written direction of the Successor Agency and utilized in any manner by the Successor Agency. 29 DocsoC /u04256v4/200590 -0001 (c) Survival of Defeasance. Notwithstanding anything in this Section 4.04 or this Indenture to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the 2015 Bonds and any Parity Bonds. (d) Trustee Responsible. The Trustee shall have no obligations or responsibilities under this Section other than to follow the written directions of the Successor Agency. The Trustee shall have no responsibility to make any calculations of rebate or to independently review or verify such calculations. Section 4.05 Provisions Relating to 2015 Insurance Policy. [to come] Section 4.06 Provisions Relating to 2015 Reserve Policy. [to come] ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01 Punctual Payment. The Successor Agency shall prmctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, Wally, in strict conformity with the terms of the Bonds and of this Indenture. The Successor Agency shall faithfully observe and perform all of the conditions, covenants and requirements of this Indenture, all Supplemental Indentures and the Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances. The Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Pledged Tax Revenues except for obligations issued to refund any of the Existing Bonds or the 2015 Bonds or any Parity Debt, but only if the requirements of Section 3.05 or 3.07, as applicable, are met, and to issue Subordinate Debt. The Successor Agency will not otherwise encumber, pledge or place any charge or lien upon any of the Pledged Tax Revenues or other amounts pledged to the Bonds superior or equal to the pledge and lien herein created for the benefit of the Bonds. Section 5.03 Extension of Payment. The Successor Agency will not, directly or indirectly, extend or consent to the extension of the tithe for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of fire Successor Agency, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or 'funded. Section 5.04 Payment of Claims. The Successor Agency shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or upon the Pledged Tax Revenues or other amounts pledged to the payment of the Bonds, or 30 1)0CSOC/I 704256v4/200590-0001 any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims. Section 5.05 Books and Accounts; Financial Statements. The Successor Agency shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Successor Agency and the City, in which complete and correct entries shall be made of all transactions relating to the Projects, the Pledged Tax Revenues and the Special Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the 2015 lnsurer, any other Insurer and the Owners of not less than ten percent (10 %) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing. The Successor Agency will cause to be prepared, within [one hundred and eighty (180) days] after the close of each Fiscal Year so long as the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Pledged Tax Revenues, all disbursements of Pledged Tax Revenues and the financial condition of the Redevelopment Projects, including the balances in all funds and accounts relating to the Redevelopment Projects, as of the end of such Fiscal Year. The Successor Agency shall promptly furnish a copy of such financial statements to the Trustee, the 2015 lnsurer and any other Insurer at no expense and to any Owner Upon reasonable request and at the expense of such Owner. In addition, the Successor Agency shall deliver to the Trustee, the 2015 Insurer and any other Insurer, on or about February 1 of each year, a Written Certificate of the Successor Agency stating that the Successor Agency is in compliance with its obligations hereunder. The Trustee shall have no obligation to review any financial statements provided to it by the Successor Agency. The Successor Agency agrees, consents and will cooperate in good faith to provide information reasonably requested by the 2015 Insurer and will further provide appropriately designated individuals and officers to discuss the affairs, finances and accounts of the Successor Agency or any other matter as the 2015 Insurer may reasonably request. Section 5.06 Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Bonds and the rights of the Owners. From and after the Closing Date with respect to the 2015 Bonds, the 2015 Bonds shall be incontestable by the Successor Agency. Section 5.07 Payments of Taxes and Other Charges. Except as otherwise provided herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Redevelopment Projects, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Redevelopment Projects or any part thereof. Section 5.08 Taxation of Leased Property. All amounts derived by the Successor Agency pursuant to Section 33673 of the Law with respect to the lease of property for redevelopment shall be treated as Pledged Tax Revenues for all purposes of this Indenture. 31 1)0CSOC/ 1704256N,4/200590 -0001 Section 5.09 Disposition of Property. The Successor Agency will not participate in the disposition of any land or real property in a Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right -of -way and except property planned for public ownership or use by a Redevelopment Plan in effect on the date of issuance of the 2015 Bonds) so that such disposition shall, when taken together with other such dispositions, aggregate more than ten percent (10 %) of the land area in the applicable Project Area unless such disposition is permitted as hereinafter provided in this Section 5.09. If the Successor Agency proposes to participate in such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the effect of said proposed disposition. If the Report of the Independent Redevelopment Consultant concludes that the security of the Bonds, or the rights of the Successor Agency, the Bondowners and the Trustee hereunder will not be materially impaired by said proposed disposition, the Successor Agency may thereafter make such disposition. If said Report concludes that such security will be materially impaired by said proposed disposition, the Successor Agency shall disapprove said proposed disposition. Section 5.10 Maintenance of Pledged Tax Revenues. The Successor Agency shall comply with all requirements of the Law and the Dissolution Act to ensure the allocation and payment to it of the Pledged Tax Revenues. The Successor Agency shall not undertake proceedings for amendment of any of the Redevelopment Plans if such amendment shall result in payments to one or more taxing entities pursuant to Sections 33607.5 and 33607.7 of the Law unless the Successor Agency shall first obtain a written opinion of an Independent Redevelopment Consultant that such payments will not adversely impair the Successor Agency's ability to pay debt service on the Bonds. Section 5.11 Tax Covenants. In connection with the 2015 Bonds, the Successor Agency covenants and agrees to contest by court action or otherwise any assertion by the United States of America or any departments or agency thereof that the interest received by the Bondowners is includable in gross income of the recipient under federal income tax laws on the date of issuance of the Bonds. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest with respect to the 2015 Bonds and any Parity Bonds will not be adversely affected for federal income tax purposes, the Successor Agency covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as 'follows: (a) Private Activity. The Successor Agency will take no action or refrain from taking any action or make any use of the proceeds of the 2015 Bonds or Parity Bonds or of any other monies or property which would cause the 2015 Bonds or Parity Bonds to be "private activity bonds" within the meaning of Section 141 of the Code; (b) Arbitrage. The Successor Agency will make no use of the proceeds of the 2015 Bonds or Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refi-ain from taking any action which will cause the Bonds or Parity Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; (c) Federal Guaranty. The Successor Agency will make no use of the proceeds of the 2015 Bonds or Parity Bonds or take or omit to take any action that would cause the 2015 Bonds or Parity Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code; 32 Docsocn7042srv4n_00s0o -0001 (d) ]nfornlation Reporting. The Successor Agency will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code; (e) Hedge Bonds. The Successor Agency will male no use of the proceeds of the 2015 Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause either any 2015 Bonds or any Parity Bonds to be considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the Successor Agency takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on the 2015 Bonds or any Parity Bonds for federal income tax purposes; and (f) Miscellaneous. The Successor Agency will take no action or refrain from taking any action inconsistent with its expectations stated in that certain Tax Certificate executed by the Successor Agency in connection with each issuance of 2015 Bonds and Parity Bonds and will comply with the covenants and requirements stated therein and incorporated by reference herein. Section 5.12 Continuing Disclosure. The Successor 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 Successor Agency to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the holders of at least 25% aggregate principal amount of Outstanding Bonds, shall, but only to the extent the Trustee has been indemnified from and against any loss, liability, cost or expense, including, without limitation, fees and expenses of its attorneys and advisor and additional fees and expenses of the Trustee, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. Section 5.13 Compliance with the Dissolution Act. The Successor Agency shall comply with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Successor Agency with its covenants hereunder. FUl'ther, it will take all actions required under the Dissolution Act to include (i) scheduled debt service on the Existing Bonds and any amounts required to replenish any of the reserve accounts established with respect to Existing Bonds, (ii) scheduled debt service on the 2015 Bonds and any Parity Debt and any amount required under this Indenture or any Parity Debt Instrument to replenish the Reserve Account established hereunder or the reserve account established under any Parity Debt Instrument, and (iii) amounts due to any Insu-er under an insurance or surety bond agreelllellt, in Recognized Obligation Payment Schedules for each six -month period so as to enable the Auditor - Controller of the County of Riverside to distribute from the Redevelopment Property Tax Trust Fund 33 DOCSOC/ 1704256v4/200590 -0001 to the Successor Agency's Redevelopment Obligation Retirement Fund on each January 2 and June I amounts required for the Successor Agency to pay principal of, and interest on, the Bonds coming due in the respective Semiannual Period and to pay amounts owed to any Insurer, as well as the other amounts set forth above. In order to accomplish the foregoing, the Successor Agency shall take all actions required under the Law to include in the Recognized Obligation Payment Schedule for each Semiannual Period (i) debt service on the Bonds, Existing Bonds, Parity Debt and any amounts required to replenish the Reserve Account to the Reserve Requirement on any reserve funds established thereunder to the applicable reserve requirement thereunder, and (ii) all amounts due and owing to any insurer, so as to enable the Riverside County Auditor - Controller to distribute from the Redevelopment Property Tax Trust Fund for deposit in the Redevelopment Obligation Retirement Fund on each January 2 and Jute 1, as applicable, amounts required to enable the Successor Agency to pay timely principal of, and interest on, the Bonds on a timely basis. In order to ensure that amounts are available for the Trustee to pay debt service on all Outstanding Bonds on a timely basis, prior to each January 2 and June I (each an "RPTTF Distribution Date ") as required by the Dissolution Act), for so long as any Bonds are outstanding, the Successor Agency shall submit an Oversight Board- approved Recognized Obligation Payment Schedule to the State Department of Finance and to the Riverside County Auditor - Controller that shall include (i) one -half of all debt service due on all Outstanding Bonds for the Bond Year in which such January 2 and June I occur, as well as all amounts due and owing to any insurer, and (ii) any amount required to cure any deficiency in the Reserve Account pursuant to this Indenture (including any amounts required due to a draw on the Qualified Reserve Account Credit Instrument). In addition, the Successor Agency covenants that it shall, on or before December I of each year, file a Notice of Insufficiency with the Riverside County Auditor - Controller if the amount of Pledged 'Fax Revenues available to the Successor Agency firom the Redevelopment Property Tax Trust Fund for transfer to the Redevelopment Obligation Retirement Fund on the upcoming January 2 is insufficient to fully fund all required amounts payable from the Redevelopment Obligation Retirement Fund during the next succeeding Semiannual Period. The Successor Agency covenants that, on or before May 1 of each year, it shall file a Notice of Insufficiency with the Riverside County Auditor - Controller if the amount of Pledged Tax Revenues available to the Successor Agency from the Redevelopment Property Tax Trust Fund for transfer to the Redevelopment Obligation Retirement Fund on the upcoming July I is insufficient to fully fund all required amounts payable from the Redevelopment Obligation Retirement Fund dining the next succeeding Semiannual Period. In the event the provisions set forth in the Dissolution Act as of the Closing Date of the Bonds that relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Successor Agency agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the Bonds. Section 5.14 Further Assurances. The Successor 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 Indenhure, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. 34 DOCSOC/1704256v4/200590 -0001 ARTICLE VI THE TRUSTEE Section 6.01 Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants, duties of- obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Successor Agency may remove the Trustee at any time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (f) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, with a copy to any Insurer, whereupon the Successor Agency shall appoint a successor Trustee by an insh'ument in writing. (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners and any Insurer notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing, with notice of such appointment to be furnished to any Insurer. (d) Anv removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty -five (45) clays of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such covet may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing, acknowledging and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor "Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be 35 DO( csoan04z5ev4rz00590 -000 i required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such SUCeessor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall cause either the predecessor Trustee or the successor Trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds and to the Owners at their respective addresses shown on the Registration Books. (e) If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.03(d) hereof, then the Trustee shall immediately give written notice thereof, by first -class mail to any Insurer and the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Successor Agency to make any payment when due, the Trustee shall, within thirty (30) days of the Trustee's knowledge thereof, give such notice to any Insurer, and the Trustee, with the consent of any Insurer may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bondowners not to give such notice. (f) The Successor Agency agrees that, so long as any Bonds or any Parity Debt are Outstanding, the "Trustee shall be a financial institution having a trust office in the State, having (or in the case of a corporation or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the propose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set 'forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section. Section 6.02 Merger m• Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under subsection (f) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 6.03 Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be 36 DOCSOC /l 704256v4/200590-00r) 1 responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of or in any other capacity with respect to, any committee formed to protect the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (c) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or misconduct of the Trustee. Where the Trustee is given the permissive right to do things enumerated in this Indenture, such right shall not be construed as a mandatory duty. (d) The "Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event of Default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by any other party of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency's certificates to establish the Successor Agency's compliance with its "financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Pledged Tax Revenues into the Special Fund and the investment and application of moneys on deposit in the Special Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). (e) The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the observance or performance by the Successor Agency of the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise. (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. 37 DOCSOC/ 17042 50N,4/200590-0001 (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the 'trustee shall not be responsible for any intentional misconduct or negligence on the part of any agent, attorney or receiver appointed with due care by it hereunder. (h) The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. (i) Before taking any action under Article VIII or this Article at the request of the Owners or any Insurer, the Trustee may require that a satisfactory indemnity bond be 'furnished by the Owners or any Insurer for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. (j) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e -mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Trustee e -mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. (k) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeurre shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. (1) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Section 6.04 Right to Rely on Documents and Opinions. The Trustee shall have no liability in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, facsimile transmission, electronic mail, or other paper or document reasonably believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or masters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, with regard to legal questions, and, in the absence of negligence or intentional misconduct by the Trustee, the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith. 38 DOCSOC/1704256v4/200590- 11001 The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prim to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such natter or may require such additional evidence as it may deem reasonable. The Trustee may conclusively rely on any certificate or report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency. Section 6.05 Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable notice to the inspection of and copying by the Successor Agency and any Insurer and any Owner, and their agents and representatives duly authorized in writing, during regular business horns and under reasonable conditions. Section 6.06 Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture in accordance with the letter proposal front the Trustee approved by the Successor Agency and also all reasonable expenses, charges, legal and consulting 'fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in -house counsel to the extent such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee shall have a lien on the Pledged Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in -house counsel to tine extent such services are not redundant with those provided by outside counsel). "The Successor Agency further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense and liabilities including legal fees and expenses which it may incur to the extent arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of' defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this indenture. Section 6.07 Deposit and Investment of Moneys in Funds. Moneys in the Debt Service Fund, the interest Account, the Principal Account, the Reserve Account, the Redemption Account and the Costs of Issuance Fund shall be invested by the Trustee in Permitted Investments as directed by the Successor Agency in the Written Request of the Successor Agency filed with the Trustee, except that moneys in the Reserve Account shall not be invested in Permitted Investments having a maturity of snore than five (5) years, unless any such Permitted Investment is described in clause (g) 39 DOCSOC/ 1704256v4/200590 -0001 of the definition thereof. In the absence of any such Written Request of the Successor Agency, the Trustee shall invest any such moneys in Permitted Investments described in clause (d) of the definition thereof, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder; provided, however, that any such investment shall be made by the Trustee only if, prior to the date On which such investment is to be made, the Trustee shall have received a Written Request of the Successor Agency specifying a specific money market fund and, if no such Written Request of the Successor Agency is so received, the Trustee shall hold such moneys uninvested. The Trustee shall be entitled to rely conclusively upon the written instructions of the Successor Agency directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions set 'forth in the above list which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a representation of the provider of such Permitted Investment obtained at the Successor Agency's expense. Moneys in the Special Fund may be invested by the Successor Agency in any obligations in which the Successor Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account; provided, hou,cver, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account only to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Successor Agency or otherwise made in accordance with this Section. For investment purposes only, the Trustee may commingle the funds and accounts established hereunder, but shall account for each separately. The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency monthly cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by this Indenture. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to account to the Successor Agency 'for earnings derived from funds that have been invested. The Successor Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Pair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by the Successor Agency at their present value (within the meaning of Section 148 of the Code). Investments on deposit in the Reserve Account shall be valued on .tune 30 of each year at their market value. 40 DOCS00 1704256v4/200590 -0001 Section 6.08 Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which accurate entries shall be made of all transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to this hrdentm-e. Such books of record and account shall be available for inspection by the Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, on at least a monthly basis, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture. Section 6.09 Other Transactions with Agency. The Trustee, either as principal or agent, may engage in or be interested in any financial or other transaction with the Successor Agency. ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01 Amendment With And Without Consent of Owners. This Indentwe and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption without the consent of any Owners, to the extent permitted by law, but only for any one or more of the following purposes — (a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, including any covenant or agreement that provides for additional security for the Bonds, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or (c) to provide for the issuance of Parity Debt in accordance with Section 3.05; or (d) to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of Bond Counsel; or (e) to comply with the requirements of a provider of a Qualified Reserve Account Credit Instrument. Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of any Insurer (but only with respect to any Bonds insured by such Insurer) and the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or 41 DOCSOC /I 704256v4/200590 -0001 amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest, or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of any Insurer or the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In no event shall any Supplemental Indenture modify any of the rights or obligations of any Insurer without its prior written consent. Section 7.02 Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 7.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of' any amendment or modification hereof pursuant to this Article VII, the Successor Agency may, with the prior written consent of any Insurer, determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Principal Corporate Trust Office of the Trustee, without cost to such Owners. Section 7.04 Amendment by Mutual Consent, The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond and, provided further that written consent to such amendment shall test be obtained from any Insurer. Section 7.05 Opinion of Counsel. Prior to executing any Supplemental Indenture, the Trustee shall be furnished an opinion of counsel, upon which it may conclusively rely to the effect that all conditions precedent to the execution of such Supplemental Indenture under this Indenture have been satisfied and such Supplemental Indenture is authorized and permitted under this Indenture and does not adversely affect the exclusion of interest on the Bonds fi-on) gross income for federal income tax purposes or adversely affect the exemption of interest on the Bonds from personal income taxation by the State. Section 7.06 Copy of Supplemental Indenture to S &P and Moody's. The Successor Agency shall provide to S &P and Moody's, for so long as S &P and Moody's, as the case may be, maintain a rating on any of the Bonds (without regard to any municipal bond or financial guaranty insurance), a copy of any Supplemental Indenture at least fifteen (15) days prior to its proposed effective date. 42 DOCS001704256v4l200590 -0001 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01 Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) if default shall be made by the Successor Agency in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or Otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty (30) days following receipt by the Successor Agency of written notice from the Ilustee or any Insurer or written notice from any Owner (with a copy of said notice delivered to the Trustee and any Insurer) of the occurrence of such default, provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such thirty (30) day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency (with the prior written consent of any Insurer) within such thirty (30) day period and the Successor Agency thereafter diligently and in good faith cures such failure in a reasonable period of time as approved by any Insurer; or (c) If the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition by the Successor Agency seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any coma of competent jurisdiction will approve a petition by the Successor Agency, seeking reorganization under the federal bankruptcy laws of any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its properly. In determining whether an Event of Default has occurred under (a) above, no effect shall be given to payments made under any municipal bond insurance policy, financial guaranty insurance policy or Qualified Reserve Account Credit instrument. If an Event of Default has occurred under this Section and is continuing, the Trustee, may, and, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any Such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (b) subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bondowners in law or at equity. Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to any Insurer and to the Successor 43 DOCS00 17042561,4 /200590 -0001 Agency confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in subsections (a) or (c) above the Trustee shall, and with respect to any Event of Default described in subsection (b) above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall, with the written consent of a majority in aggregate principal amount of the Owners of the Bonds then Outstanding, deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee, (including the allocated costs and disbursements of its in -house counsel to the extent such services are not redundant with those provided by outside counsel) and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of the foregoing to any Insurer and the Owners of all Bonds then Outstanding, and with the prior written approval of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds then Outstanding, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 8.02 Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture (including the Trustee's share of any Pledged Tax Revenues) and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in -house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees and expenses of the Trustee: and Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, as applicable, with interest on the overdue principal, and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installment's of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the 44 DOCSOCrt 2011256v4i200590-000 t payment of such principal and interest without preference or priority, ratably to the aggregate of such principal and interest. Section 8.03 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or Otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 8.04 Limitation on Owner's Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Successor Agency, the Trustee and any Insurer written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Section 8.05 Non - Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Pledged Tax Revenues and other amounts pledged hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. 45 DOCSOC/ 1 704256x4/200590 -000 t A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article V111 may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee. 1f a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.06 Actions by Trustee as Attorney -in -Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds or Parity Debt shall be conclusively deemed so to have appointed it) the true and lawful attorney -in- fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney -in -fact, provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in -house counsel to the extent such services are not redundant with those provided by outside counsel). Section 8.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. Section 8.08 Determination of Percentage of Bondowners. Whenever in this Indenture the consent, direction or other action is required or permitted to be given or taken by a percentage of the Owners of an aggregate principal amount of Outstanding Bonds (including by the Owners of a majority in aggregate principal amount of the Outstanding Bonds), such percentage shall be calculated on the basis of the principal amount of the Outstanding Bonds determined as of the next succeeding Interest Payment Date. ARTICLE IX MISCELLANEOUS Section 9.01 Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, any Insurer, the Trustee and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee, any Insurer and the Owners. To the extent that this Indenture confers upon or gives any Insurer any right, remedy or claim under or by 46 1)0CSOC/1704256v4/200590 -6001 reason of this Indentw-e, such Insurer is hereby explicitly recognized as being third -party beneficiaries hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder. Section 9.02 Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03 Discharge of Indenture. (a) If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (i) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; (ii) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums, or; (iii) by irrevocably depositing with the Trustee or an escrow agent, in trust, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at or before maturity; and, if such Bonds are to be redeemed prim to the maturity thereof, notice of such redemption shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall have been made for the giving of such notice, then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Pledged Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (A) the covenants of the Successor Agency hereunder with respect to the Code, (B) the obligation of the "Trustee to transfer and exchange Bonds hereunder, (C) the obligations of the Successor Agency under Section 6.06 hereof, and (D) the obligation of the Successor Agency to pay or cause to be paid to the Owners (or any Insurer), from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee and any Insurer all fees, expenses and costs of the Trustee and any Insurer. In the event the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instrunnents as may be necessary or desirable to evidence such discharge, including, without limitation, selection 47 DOC.SOC /I704256v4 /200590 -0001 by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part. In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the "Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency. (b) Notwithstanding anything herein to the contrary, in the event that the principal and /or interest due of the Bonds is paid by any Insurer pursuant to its municipal bond or financial guaranty insurance policy, such Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Successor Agency, and the assignment and pledge of the Pledged Tax Revenues and other assets hereunder and all covenants, agreements and other obligations of the Successor Agency to the Bondowners so paid shall continue to exist and shall run to the benefit of such Insurer, and such Insurer shall be subrogated to the rights of such Bondowners, as applicable. Section 9.04 Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by such Owner's attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proved by the Registration Books. Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the "Trustee has received written notice that any other registered Owner is such an affiliate. Section 9.05 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon request of the Trustee, the Successor Agency and the City shall specify in a Written Certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such Certificate. 48 DOCSOC/ 1704256v4/200590-0001 Section 9.06 Waiver of Personal Liability. No member, officer, agent or employee of the Successor Agency shall be individually or personally liable for the payment of the principal or interest or any premium on the Bonds, but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.07 Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the Successor Agency provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.08 Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail, postage prepaid, or sent by facsimile, addressed as follows: If to the Successor Agency: Successor Agency to the Redevelopment Agency of the City of Lake Elsinore 130 South Main Street Lake Elsinore, California 95965 Attention: Executive Director If to the Trustee: MUEG Union Bank, N.A. 350 California Street, I lth Floor San Francisco, CA 94104 Attention: Corporate Trust Services PaxNo.: (415)273 -2492 Keith.Sevigny @unionbank.com With a copy to: AccouiitAdinilristration- CorporateTrusta�,unionbank.com If to the 2015 Insurer: [to come] The Successor Agency and the Trustee may designate any 'further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 9.09 Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the 49 DOCSOC /I 704256v4/200590 -0001 Owners that its Treasurer in such case shall be vested with all of the rights and powers of the 'it ustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof. Section 9.10 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondowners shall look only to the Successor Agency for the payment of the principal of and interest and redemption premium (if any) o0 of such Bonds. Section 9.11 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.12 Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State. 50 DOCSOC/ 1704256v4/200590 -0001 IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE has caused this Indenture to be signed in its name by its Administrator, and MUFG UNION BANK, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE F,LSINORE By: Executive Director MUFG UNION BANK, N.A., as "trustee By: Authorized Officer S -1 DOC SOC/ 1704256v4200590 -0001 EXHIBIT A (FORM OF 2015 BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE SUBORDINATED TAX ALLOCATION REFUNDING BONDS, SERIES 2015 INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: September I, REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public entity duly existing under and by virtue of the laws of the State of California (the "Successor Agency "), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Registered Owner "), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date (the "Record Date "), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before [February 15, 2016], in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on March 1 and September 1 in each year, commencing [March 1, 20161 (each an "Interest Payment Date "), calculated on the basis of 360 -day year comprised of twelve 30 -day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the corporate trust office of MUFG Union Ban](, N.A. in Los Angeles, California, as trustee (the "Trustee "), or at such other place designated by the Trustee (the "Principal Corporate Trust Office "). Interest hereon (including the 'final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by fast class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for such Interest Payment Date; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose prior to the Record Date preceding the applicable Interest Payment Date. A -1 Docs001 704256v4i200590 -0001 This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated "Pax Allocation Refunding Bonds, Series 2015" (the `Bonds "), of an aggregate principal amount of $ , all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, or redemption and other provisions) and all issued pursuant to the provisions of Article 11 (commencing with Section 53580) of Chapter 3 of ]'art 1 of Division 2 of Title 5 of the Government Code of the State (the "Refunding Law "), the Dissolution Act (as such term is defined in the Indenture), and the Community Redevelopment Law, constituting Part I of Division 24 of the California Health and Safety Code (the "Law "), and pursuant to an Indenture of Trust, dated as of June 1, 2015, entered into by and between the Successor Agency and the Trustee (the "Indenture "), providing for the issuance of the Bonds. The Bonds are being issued in the form of registered Bonds without coupons. Additional bonds, or other obligations may be issued on a parity with the Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the TIUStee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. Capitalized terms not otherwise defined herein shall have the meanings given them in the Indenture. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refinance certain bonds with respect to the Project Areas (as such term is defined in the Indenture) and to pay certain expenses of the Successor Agency in issuing the Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of, security interest in and lien on the Pledged Tax Revenues derived by the Successor Agency from the Project Areas. There has been created, and will be maintained by, the Successor Agency the Special Fund (as defined in the Indenture) into which Pledged Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest and redemption premium, if any, on the Bonds and any additional Parity Debt as defined in the Indenture. As and to the extent set forth in the Indenture, all such Pledged Tax Revenues and the moneys in the Special Fund (as such terms are defined in the Indenture) are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds and any additional Parity Debt (as defined in the Indenture). In addition, the Bonds shall be additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the applicable subaccount within the Reserve Account and the Redemption Account (as such terms are defined in the Indenture). Except for the Pledged Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the Bonds. A -2 DOCSOC /t 70425Gv4/200590 -0001 The Bonds are subject to optional redemption and mandatory redemption from mandatory sinking fund payments as provided in the Indenture. As provided in the Indentue, notice of redemption shall be given by first class mail no less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. The Successor Agency shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Successor Agency and the "trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner and to the same recipients as the original notice of redemption was sent. if this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of Default, as defined in the IndenturC, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as 'fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. ']'his Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bond selected for redemption. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the A -3 DOCSOC/ 1704256v4/200590 -0001 currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ( "DTC "), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of ETC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. This Bond is not a debt, liability or obligation of the City of Lake Elsinore, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those pledged by the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. A -4 DOCSOC/ 1704256NA /200590 -0001 IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Executive Director and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By: Executive Director ATTEST: Secretary A -5 DOCSOa1704256v4 /2a0590-000 i TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within - mentioned Indenture. Authentication Date: MUFG UNION BANK, N.A., as Trustee By: Authorized Signatory A -6 DOCSOC/l 704256A/200590 -000 t ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or Tax Regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties FT TEN -- as joint tenants with right of survivorship and not as tenants in C0111111011 COMM PROP -- as community property UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE A -7 DOCSOCI 704250N,4/200590-0001 (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within - registered Bond and hereby irrevocably constitute(s) and appoints(s) _ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the Premises. Dated: Signatures Guaranteed: Note: Signature(s) must be guaranteed by an Note: The signatures(s) on this Assignment must eligible guarantor, correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A -8 DOC: SO( /1704256x4/200590 -0001 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE Subordinated Tax Allocation Refunding Bonds, Series 2015 BOND PURCHASE AGREEMENT 2015 Successor Agency to the Redevelopment Agency of the City of Lake Elsinore 130 South Main Street Lake Elsinore, California 95965 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter ") offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement ") with the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "), which will be binding upon the Successor Agency and the Underwriter upon the acceptance hereof by the Successor Agency. This offer is made subject to its acceptance by the Successor Agency by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 5:00 P.M., California time, on the date hereof. The Successor Agency acknowledges and agrees that: (i) the purchase and sale of the above - captioned bonds (and defined below) pursuant to this Bond Purchase Agreement is an arm's- length commercial transaction between the Successor Agency and the Underwriter; (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Successor Agency; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the Successor Agency with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Successor Agency on other matters) nor has it assumed any other obligation to the Successor Agency except the obligations expressly set forth in this Bond Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from those of the Successor Agency; and (v) the Successor Agency has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds. The Successor Agency hereby acknowledges receipt from the Underwriter of disclosures required by the Municipal Securities Rulemaking Board ( "MSRB ") Rule G -17 (as set forth in 9150331.x2 MSRB Notice 2012 -25 (May 7, 2012), relating to disclosures concerning the Underwriter's role in the transaction, disclosures concerning the Underwriter's compensation, conflict disclosures, if any, and disclosures concerning complex municipal securities financing, if any. The Successor Agency acknowledges that it has engaged Urban Futures, Inc. (the "Financial Advisor "), as its municipal advisor (as defined in Securities and Exchange Commission Rule 1513a1), and for financial advice purposes, will rely only on the advice of the Financial Advisor. Capitalized terms not otherwise defined in this Bond Purchase Agreement shall have the same meanings given them in that certain Indenture of Trust, dated as of August 1, 2015 (the "Indenture "), by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the "Trustee ,,), pursuant to which the Bonds are being issued. 1. Pu.rcliase and Sale; Use of Proceeds. (a) Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all) of the $__ Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 (the "Bonds "), at the purchase price of $ (the "Purchase Price ") (being the principal amount of the Bonds of $ , less an Underwriter's discount of $. and plus an original issue premium of $ ). The Purchase Price will be delivered to the Trustee on behalf of the Successor Agency. The Purchase Price is to be paid on the Closing Date (as defined in Section 6 below). The Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts and shall be subject to redemption, all as set forth in the attached Exhibit A. As an accommodation to the Successor Agency, the Underwriter will pay, from the purchase price of the Bonds, the sum of $ to (the "Insurer ") as the premium for the portion of its municipal bond insurance policy issued for the Bonds (the "Municipal Bond Insurance Policy ") and allocable to the Bonds and the sum of $ to the Insurer as the premium for the portion of its reserve fund municipal bond insurance policy issued for the Bonds (the "Reserve Fund Municipal Bond hnsurance Policy ") and allocable to the Bonds. (b) The Bonds are being issued for the purpose of (i) providing funds to the Successor Agency to refund the following bonds issued by the Redevelopment Agency of the City of Lake Elsinore (the "Former Agency "), • $3,260,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No. II) Series 2011; and -2- 9150331.v2 ` • $1,350,000 initial aggregate principal amount Redevelopment Agency of the City of Lake Elsinore Subordinate Tax Allocation Bonds (Project Area No. III) Series 2011; (ii) providing funds to the Successor Agency to prepay a loan of the Former Agency from the Lake Elsinore Public Financing Authority the proceeds of which were derived from the Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A, (iii) [funding a reserve fund for the Bonds], and (iv) paying the costs of issuing the Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. The payment of principal of and interest on the Bonds, when due, will be insured by the Municipal Bond hlsurance Policy issued by the Insurer concurrently with the delivery of the Bonds. (d) Issuance of the Bonds was authorized by resolutions of the Successor Agency, adopted on 2015, and , 2015 (collectively, the "Successor Agency Resolution "), and a resolution of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore, adopted on ., 2015 (the "Oversight Board Resolution'). 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on the cover page of the Official Statement. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 3. Official Statement. The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the "Official Statement "). The Successor Agency authorizes the Official Statement, including the cover page and Appendices thereto and the information contained therein, to be used in connection with the sale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated _ , 2015 relating to the Bonds (the "Preliminary Official Statement"). The Successor Agency deems the Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 under the Securities Exchange Act of 1934, as amended ( "Rule 15c2 -12 "), except for information allowed to be omitted by Rule 15c2 -12. The Successor Agency also agrees to deliver to the Underwriter, at the Successor Agency's sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2 -12, with Rule G -32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such -3- 9150331.v2 copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date, The Official Statement shall contain all information previously permitted to be omitted by Rule 15c2 -12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for the time period required under Rule 15c2 -12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as "EMMA`), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org), and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof. 4. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to the Underwriter that, as of the Closing Date: (a) The Successor Agency is a public entity existing under the laws of the State, including the Dissolution Act, and is authorized, among other things, (i) to issue the Bonds, and (ii) to secure the Bonds in the manner contemplated by the Indenture. (b) The Successor Agency has the full right, power and authority (i) to enter into the Indenture, and this Bond Purchase Agreement, (ii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate all other transactions on its part contemplated by each of the aforesaid documents, and the Successor Agency has complied with all provisions of applicable law in all matters relating to such transactions. (c) The Successor Agency has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance by the Successor Agency of this Bond Purchase Agreement and the Indenture, (ii) the distribution and use of the "deemed final" Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Successor Agency to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Successor Agency in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect. (d) The information contained in the Preliminary Official Statement (excluding therefrom for any information relating to the Insurer, the Municipal Bond Insurance Policy, the Reserve Fund Municipal Bond Insurance Policy, DTC and its book -entry system included therein and the information therein under the caption "UNDERWRITING") is true and correct in all material respects, and the Preliminary Official Statement did not as of its date contain any untrue or misleading statement of a -4- 9150331.v2 material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The information contained in the Official Statement (excluding therefrom for any information relating to the Insurer, the Municipal Bond Insurance Policy, the Reserve Fund Municipal Bond Insurance Policy, DTC and its book -entry system included therein and the information therein under the caption "UNDERWRITING') is true and correct in all material respects, and the Official Statement does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Neither the execution and delivery by the Successor Agency of the Indenture, this Bond Purchase Agreement and of the Bonds nor the consummation of the transactions on the part of the Successor Agency contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the Successor Agency a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, note or other agreement or instrument to which the Successor Agency is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Successor Agency (or the Board members of the Successor Agency or any of its officers in their respective capacities as such) is subject. (g) The Successor Agency has never been in default at any time, as to principal of or interest on any obligation which it has issued except as otherwise specifically disclosed in the Official Statement; and the Successor Agency has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Tax Revenues (senior to or on a parity with the pledge thereof under the Indenture), except as is specifically disclosed in the Preliminary Official Statement and the Official Statement. (h) Except as will be specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been served on the Successor Agency or, to the best knowledge of the Successor Agency, threatened, which in any way questions the powers of the Successor Agency referred to in paragraph (b) above, or the validity of any proceeding taken by the Successor Agency in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Bond Purchase Agreement or the Indenture, or which, in any way, could adversely affect the validity or enforceability of the Indenture, the Bonds, or this Bond Purchase Agreement or, to the knowledge of the Successor Agency, which in any way questions the exclusion from gross income of the recipients thereof the interest on the Bonds for federal income tax purposes or in any other way questions the status of the Bonds under federal or state tax laws or regulations or which in any way could materially adversely affect the availability of Tax Revenues to pay the debt service on the Bonds. -5- 9150331.v2 (i) Any written certificate signed by any official of the Successor Agency and delivered to the Underwriter in connection with the offer or sale of the Bonds shall be deemed a representation and warranty by the Successor Agency to the Underwriter as to the truth of the statements therein contained. (j) The Successor Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (k) The Successor Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the Successor Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification or determination in any jurisdiction. (1) All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Successor Agency of, its obligations under the Indenture have been duly obtained or made and are in full force and effect. (m) Between the date of this Bond Purchase Agreement and the Closing Date, the Successor Agency will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter. (n) The Successor Agency will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Preliminary Official Statement and Official Statement. (o) Except as otherwise described in the Official Statement, as of the Closing Date, the Successor Agency will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues on a parity with or senior to the lien provided for in the Indenture on the Tax Revenues. (p) Except as described in the Preliminary Official Statement and the Official Statement and based upon a review of their previous undertakings, neither the Former Agency nor the Successor Agency has failed, within the last five years, to comply in all material respects with any undertaking of the Successor Agency or the Former Agency, respectively, pursuant to Rule 15c2 -12. -6- 9150331.v2 (q) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which it was presented, not misleading, the Successor Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Successor Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Successor Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Successor Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term 'End of the Underwriting Period" means the later of such time as: (i) the Successor Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the Successor Agency may assume that the 'End of the Underwriting Period" is the Closing Date. (r) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (q) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make the information therein in the light of the circumstances under which it was presented, not misleading. (s) The Oversight Board has duly adopted the Oversight Board Resolution and no further Oversight Board approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Official Statement. (t) The Department of Finance of the State (the "Department of Finance') has issued a letter, dated 2015, approving the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Official Statement. The Successor Agency has received its Finding of Completion from the Department of Finance pursuant to section 34179.7 of the Dissolution Act. Except as disclosed in the Official Statement, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor - Controller to deduct unpaid unencumbered funds from future allocations to the Successor Agency pursuant to Section 34183 of the Dissolution Act. -7- 9150331.v2 (u) As of the time of acceptance hereof and as of the Closing Date, the Successor Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules as required by law, as well as sections 33080 to 33080.6 of the Law. 5. Covenants of the Successor Agency. The Successor Agency covenants with the Underwriter as of the Closing Date as follows: (a) The Successor Agency covenants and agrees that it will execute a continuing disclosure certificate, constituting an undertaking to provide ongoing disclosure about the Successor Agency, for the benefit of the owners of the Bonds as required by Section (b)(5)(i) of Rule 15c2 -12, substantially in the form attached to the Official Statement (the "Disclosure Certificate "). (b) The Successor Agency agrees to cooperate with the Underwriter in the preparation of any supplement or amendment to the Official Statement deemed necessary by the Underwriter to comply with the Rule and any applicable rule of the MSRB. (c) If at any time prior to the Closing Date, any event occurs with respect to the Successor Agency as a result of which the Official Statement, as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Successor Agency shall promptly notify the Underwriter in writing of such event. Any information supplied by the Successor Agency for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any such fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Successor Agency will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Indenture or which would cause the interest on the Bonds to be includable in gross income for federal income tax purposes. 6. Closing. On , 2015, or at such other date and times as shall have been mutually agreed upon by the Successor Agency and the Underwriter (the "Closing Date "), the Successor Agency will deliver or cause to be delivered the Bonds to the Underwriter, and the Successor Agency shall deliver or cause to be delivered to the Underwriter the certificates, opinions and documents hereinafter mentioned, each of which shall be dated as of the Closing Date. The activities relating to the execution and delivery of the Bonds, opinions and other instruments as described in Section 8 of this Bond Purchase Agreement shall occur on the Closing Date, unless otherwise specified herein. The delivery of the certificates, opinions and documents as described herein shall be made at the offices Stradling Yocca Carlson & Rauth, A Professional Corporation, in Newport Beach, California ( "Bond Counsel'), or at such other -8- 9150331.v2 place as shall have been mutually agreed upon by the Successor Agency and the Underwriter. Such delivery is herein called the "Closing." The Bonds will be prepared and physically delivered to the Trustee on the Closing Date in the form of a separate single fully registered bond for each of the maturities of the Bonds. The Bonds shall be registered in the name of the Cede & Co., as registered owner and nominee for The Depository Trust Company ( "DTC), New York, New York. The Bonds will be authenticated by the Trustee in accordance with the terms and provisions of the Indenture and shall be delivered to DTC prior to the Closing Date as required by DTC to assure delivery of the Bonds on the Closing Date. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Bond Purchase Agreement. At or before 8:00 a.m., Pacific Standard time, on the Closing Date, the Successor Agency will deliver, or cause to be delivered, the Bonds to DTC, in definitive form duly executed and authenticated by the Trustee, and the Underwriter will pay the Purchase Price of the Bonds by delivering to the Trustee, for the account of the Successor Agency a wire transfer in federal funds of the Purchase Price payable to the order of the Trustee. 7. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the performance by the Successor Agency of its obligations hereunder at or prior to the Closing Date and are also subject to the following conditions: (a) the representations, warranties and covenants of the Successor Agency contained herein shall be true and correct in all material respects as of the Closing Date; (b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency; (c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Disclosure Certificate, and the Indenture shall be in full force and effect; (d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter: (i) a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee; (ii) a copy of the Disclosure Certificate, as duly executed and delivered by the Successor Agency; (iii) an opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in the form attached as Appendix B to the Official Statement, -9- 9150331.v2 accompanied by a letter of Bond Counsel to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (iv) a certificate, dated the Closing Date, of the Successor Agency executed by its Executive Director (or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Successor Agency or, to the knowledge of the Successor Agency, threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency's participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the transactions contemplated by this Bond Purchase Agreement, the Disclosure Certificate or the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing Date as contemplated by the Indenture and this Bond Purchase Agreement; (C) no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) no further consent is required to be obtained for the inclusion of the financial statement with respect to the [Private Purpose Trust Fund of the Successor Agency for the Fiscal Year Ending June 30, 2014, which is excerpted from the audited City of Lake Elsinore, California, Year End June 30, 2014 Comprehensive Annual Financial Report, as Exhibit E to the Official Statement); (v) an opinion of the City Attorney, as counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter to the effect that: (A) the Successor Agency is a public body, duly organized and existing under the laws of the State; (B) the Successor Agency has full legal power and lawful authority to enter into the hndenture, and this Bond Purchase Agreement; (C) the Successor Agency Resolutions have been duly adopted at meetings of the governing board of the Successor Agency, which were called and held pursuant to the law and with all public notice required by law and at each of which a quorum was present and acting throughout and the Successor Agency Resolutions are in full force and effect and have not been modified, amended or rescinded; -10- 9150331.v2 (D) the Indenture, the Disclosure Certificate and this Bond Purchase Agreement have been duly authorized, executed and delivered by the Successor Agency and, assuming due authorization, execution and delivery by the other parties thereof, constitute valid, legal and binding agreements of the Successor Agency enforceable in accordance with their terms; (E) The information in the Official Statement under the captions "SECURITY FOR THE BONDS;' "THE SUCCESSOR AGENCY OF THE REDEVELOPMET AGENCY OF THE CITY OF LAKE ELSINORE" and "THE REDEVELOPMENT PROJECT," insofar as such statements purport to summarize information with respect to the Successor Agency and its tax shaving agreements, fairly and accurately summarizes the information presented therein; (F) Except as otherwise disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, governmental agency or body, pending by way of a summons served against the Successor Agency or, to our knowledge, threatened against the Successor Agency (nor to our knowledge is there any basis therefore), challenging the creation, organization or existence of the Successor Agency, or the validity of the Indenture, the Disclosure Certificate or this Bond Purchase Agreement or seeking to restrain or enjoin any of the transactions referred to therein or contemplated hereby or thereby or contesting the authority of the Successor Agency to enter into or perform its obligations under the Indenture, the Disclosure Certificate or this Bond Purchase Agreement, or under which a determination adverse to the Successor Agency would have a material adverse effect upon the availability of Tax Revenues to pay the debt service on the Bonds, or which, in any marwer, questions the right of the Successor Agency to enter into, and perform its obligations under, the Indenture, the Disclosure Certificate or this Bond Purchase Agreement; (G) To the best of such counsel's knowledge, the information contained in the Preliminary Official Statement (excluding therefrom for any information relating to DTC and its book -entry system included therein and the information therein under the caption "UNDERWRITING ") is true and correct in all material respects, and the Preliminary Official Statement did not as of its date contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (H) To the best of such counsel's knowledge, the information contained in the Official Statement (excluding therefrom for any information relating to the Insurer, the Municipal Bond Insurance -It- 9150331.v2 Policy, the Reserve Fund Municipal Bond Insurance Policy, DTC and its book -entry system included therein and the information therein under the caption "UNDERWRITING') is true and correct in all material respects, and the Official Statement does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) The Trustee is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture; (B) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes a legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (C) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery by the Trustee of the Indenture or the consummation of the transactions on the part of the Trustee contemplated by the Indenture; (vii) a certificate, dated the Closing Date, of the Trustee, signed by a duly authorized officer of the Trustee, to the effect that (A) the Trustee is duly organized and validly existing as a national banking association, with full corporate power to undertake the obligations of the hldenture; (B) the Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of the trust of the Indenture; and (C) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Trustee (either in state or federal courts), or to the knowledge of the Trustee threatened against the Trustee which would restrain or enjoin the execution or delivery of the Indenture, or which would affect the validity or enforceability of the Indenture, or the Trustee's participation in, or in any way contesting the powers or the authority of the Trustee with respect to, the transactions contemplated by the Indenture, or any other agreement, document or certificate related to such transactions; -12- 9150331.v2 (viii) a supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) this Bond Purchase Agreement has been duly authorized, executed and delivered by the Successor Agency, and assuming the valid execution and delivery by the other parties thereto, is valid and binding upon the Successor Agency, subject to the laws relating to bankruptcy, insolvency, reorganization of creditors rights generally and to the application of equitable principles; (B) the Bonds are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust hndenture Act of 1939, as amended; and (C) the statements contained in the Official Statement under the captions "THE BONDS," "SECURITY FOR THE BONDS;' "TAX MATTERS" and "APPENDIX A— SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" thereto are accurate insofar as such statements purport to expressly summarize certain provisions of the Bonds, the Indenture and Bond Counsel's opinion concerning federal tax matters relating to the Bonds; (ix) a letter of Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California, as disclosure counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter stating that based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of the Closing Date, the Official Statement (excluding therefrom any information relating to the Insurer, the Municipal Bond Insurance Policy, the Reserve Fund Municipal Bond Insurance Policy, DTC and its book -entry system included therein, and the information therein under the caption "UNDERWRITING" and the reports, financial and statistical data and forecasts therein, and the information included in the appendices thereto, as to which no opinion need be expressed) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (x) the opinion of Underwriter's counsel satisfactory to Underwriter; (xi) an Arbitrage Certificate in the form satisfactory to Bond Counsel; (xii) the final Official Statement executed by an authorized officer of the Successor Agency; -73- 9150331.v2 (xiii) certified copies of the Successor Agency Resolutions and the Oversight Board Resolutions; (xiv) specimen Bonds; (xv) evidence that the federal tax information form 8038 -G with respect to the Bonds has been prepared by Bond Counsel for filing; (xvi) a copy of the Municipal Bond Insurance Policy; (xvii) a copy of the Reserve Fund Municipal Bond Insurance Policy; (xviii) an opinion of counsel to the Insurer, addressed to the Successor Agency and the Underwriter to the effect that: (A) the descriptions of the Insurer, the Municipal Bond Insurance Policy and the Reserve Fund Municipal Bond Insurance Policy included in the Official Statement are accurate; (B) the Municipal Bond Insurance Policy and the Reserve Fund Municipal Bond Insurance Policy constitute legal, valid and binding obligations of the Insurer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor's rights generally and by the application of equitable principles if equitable remedies are sought, and (C) as to such other matters as the Successor Agency or the Underwriter may reasonably request; (xix) a certificate of the Insurer, signed by an authorized officer of the Insurer, to the effect that: (A) the information contained in the Official Statement relating to the Insurer, the Municipal Bond Insurance Policy and the Reserve Fund Municipal Bond Insurance Policy is true and accurate and (B) as to such other matters as the Successor Agency or the Underwriter may reasonably request; (xx) satisfactory evidence that the Bonds have been assigned the rating of from Standard & Poor's Ratings Services ( "S &P ") and that the Bonds have been assigned the insured rating of "" from S &P; (xxi) a certificate of an officer of , dated the Closing Date, addressed to the Successor Agency and the Underwriter, to the effect that, to the best of its knowledge, the assessed valuations and other fiscal information -14- 9150331.v2 contained in the Official Statement, including such firm's Fiscal Consultant's Report attached thereto as Appendix G, are presented fairly and accurately, and consenting to the use of their report as APPENDIX G to the Preliminary Official Statement and the Official Statement; (xxii) evidence of required filings with the California Debt and Investment Advisory Commission; (xxiii) defeasance opinions of Bond Counsel dated the Closing Date and addressed to the Successor Agency, the Trustee, and the Underwriter, in form and substance satisfactory to the Underwriter; and (xxiv) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing Date of the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement and the due performance or satisfaction by the Successor Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Successor Agency pursuant to this Bond Purchase Agreement. 9. Teywinatimh. The Underwriter shall have the right to cancel its obligations to purchase the Bonds if between the date hereof and the Closing Date: (a) a decision with respect to legislation shall be reached by a committee of the I -Iouse of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or offering circular by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning tlhe Bonds, including causing interest on the Bonds to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the Successor Agency or by any similar body under the Indenture or similar documents or upon interest received on obligations of the general character of the Bonds which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (b) legislation shall have been enacted, or considered for enactment with an effective date prior to the Closing Date, or a decision by a court of the United States shall have been rendered, the effect of which is that of the Bonds, including any underlying obligations, or the Indenture, as the case may be, are not exempt from the registration, -15- 9150331.v2 qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (c) a stop order, ruling, regulation or offering circular by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any underlying obligations, or the delivery or performance of the Indenture, or the Disclosure Certificates, as contemplated hereby or by the Official Statement, is or would be in violation of any provisions of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (d) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (e) there shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (f) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (g) a general banking moratorium shall have been declared by federal, New York or California authorities; or (h) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Successor Agency or the Former Agency; or (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (j) the New York Stock Exchange or other national securities exchange, or any governmental or regulatory authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase -16- 9150331.v2 materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter; or (k) there shall exist any event which in the reasonable opinion of either of the Underwriter that either: (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement; or (ii) is not reflected in the Official Statement but should be reflected therein to make the statements and information contained therein not misleading in any material respect; or (1) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service or any rating of the Insurer shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds. 10. Contingency of Obligations. The obligations of the Successor Agency hereunder are subject to the performance by the Underwriter of its obligations hereunder. 11. Duration of Representations, Warranties, Agreeoceots and Covenants. All representations, warranties, agreements and covenants of the Successor Agency shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Successor Agency and shall survive the Closing Date. (a) The Successor Agency will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, execution and delivery of the Bonds, costs of printing the Bonds, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto, the fees and disbursements of Bond Counsel, Disclosure Counsel, and counsel to the Successor Agency, the fees and expenses of the Successor Agency's accountants, fees of the Successor Agency's financial advisor, fees of the Fiscal Consultant, any fees charged by investment rating agencies for the rating of the Bonds and fees of the Trustee. In the event this Bond Purchase Agreement shall terminate because of the default of the Underwriter, the Successor Agency will, nevertheless, pay, or cause to be paid, all of the expenses specified above. (b) The Underwriter shall pay the fees and expenses of any counsel retained by it, all advertising expenses incurred in connection with the public offering of the Bonds, fees of the California Debt and Investment Advisor Commission, CUSIP fees and all other expenses incurred by it in connection with the public offering and distribution of the Bonds (including out -of- pocket expenses and related regulatory expenses). 13. Notices. Any notice or other communication to be given to the Successor Agency under this Bond Purchase Agreement may be given by delivering the same in writing to the Executive Director, Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, 130 South Main Street, Lake Elsinore, CA 95965, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be -17- 9150331.v2 given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated 51.5 S. Figueroa Street, Suite 1800, Los Angeles, CA 90071 Attention: John Kim. 14. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Successor Agency and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof. 15. Governing Law, This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California. 16. Headings. The headings of the paragraphs of this Bond Purchase Agreement are inserted for convenience of reference only and shall not be deemed to be a part hereof. 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 18. Effectiveness. This Bond Purchase Agreement shall become effective upon its acceptance hereof by the Successor Agency. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9150331.v2 19. Cotijrterports. This Bond Purchase Agreement may be executed in several counterparts which together shall constitute one and the same instrument. Very truly your, STIFEL, NICOLAUS & COMPANY, INCORPORATED, as Underwriter By Accepted and agreed to as of the date first above written: SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By Executive Director -19- 9150331.v2 Managing Director EXHIBIT A TO THE BOND PURCHASE AGREEMENT SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE Subordinated Tax Allocation Refunding Bonds, Series 2015 Maturity Principal (September 1) Amount - Insured maturities. c Priced to the 9/1/20_ par call date MATURITY SCHEDULE Interest Rate Yield Price Exhibit A 9150331.v2 2011 LAUNCH RAMP PROJECT BONDS ESCROW AGREEMENT THIS 2011 LAUNCH RAMP PROJECT BONDS ESCROW AGREEMENT, dated as of August 1, 2015 (the "Agreement "), by and among the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "), the Lake Elsinore Public Financing Authority (the "Authority ") and MUFG Union Bank, N.A., acting in its capacity as escrow bank (the "Escrow Bank "), and the 2011 Trustee (as defined below) is entered into in accordance with an Indenture of Trust, dated as of January 1, 2011 (the "2011 Launch Ramp Project Indenture "), by and between the Authority and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. (the "2011 Trustee "), to refund all of the outstanding 2011 Launch Ramp Project Bonds (as defined below). WITNESSETH: WHEREAS, the Authority has previously issued its $5,550,000 initial aggregate principal amount Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A (the "2011 Launch Ramp Project Bonds "); and WHEREAS, on June 28, 2011, the California Legislature adopted ABxl 26 (the "Dissolution Act ") and ABxl 27 (the "Opt -in Bill"); and WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the Redevelopment Agency of the City of Lake Elsinore (the "Former Agency ") being dissolved as of February 1, 2012; and WHEREAS, the powers, assets and obligations of the Former Agency were transferred on February 1, 2012 to the Successor Agency; and WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012 -13 California Budget; and WHEREAS, AB1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund outstanding bonds for the purpose of reducing debt service; and WHEREAS, the Successor Agency pursuant to a resolution adopted by the Successor Agency on May 12, 2015, determined that it is in the Successor Agency's best interest to issue the Dollars ($ ) Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 (the "2015 Bonds ") pursuant to an Indenture of Trust, dated as of August 1, 2015, by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the "Trustee "), and together with certain other money deposited by the Successor Agency, proceeds of the 2015 Bonds will be used to provide the funds to pay all regularly scheduled payments of principal and interest, as they accrue, through and including September 1, 2016 and to pay all principal and accrued interest on the 2011 Launch Ramp Project Bonds maturing on or after September 1, 2017 on September 1, 2016 (the "Redemption Price"); and WHEREAS, by irrevocably depositing with the Escrow Bank moneys (as permitted by, in the manner prescribed by, and all in accordance with the 2011 Launch Ramp Project Indenture), which moneys will be used to purchase securities satisfying the criteria set 'forth in Section 9.03 of the 2011 DOCS00 1704353v3/200590 -0001 Launch Ramp Project Indenture as described on Schedule A hereto (the "Federal Securities "), provided the principal of and the interest on the Federal Securities when paid will provide money, which moneys, together with the moneys deposited with the Escrow Bank at the same time pursuant to this Agreement, will be fully sufficient to pay and discharge the 2011 Launch Ramp Project Bonds; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Successor Agency and the Escrow Bank agree as follows: SECTION 1. Deposit of Moneys. The Successor Agency hereby instructs the 2011 Trustee to transfer $ -- from the [Reserve Account] maintained pursuant to the 2011 Launch Ramp Project Indenture. The Successor Agency hereby instructs the Escrow Bank to deposit (i) $ received from the Trustee from a portion of the net proceeds of the sale of the 2015 Bonds and (ii) $ transferred by the 2011 Trustee from funds and accounts held with respect to the 2011 Launch Ramp Project Bonds, into the Escrow Fund established hereunder. The Escrow Bank shall hold all such amounts in irrevocable escrow separate and apart from other fiords Of the Successor Agency and the Escrow Bank in a fund hereby created and established to be known as the "Escrow Fund" and to be applied solely as provided in this Agreement. The Successor Agency hereby instructs the Escrow Bank to apply $ _ of the moneys set forth above to purchase the Federal Securities listed in Schedule A hereto and to hold $ uninvested as cash. SECTION 2. Investment of Moneys. The Escrow Bank acknowledges receipt of the moneys described in Section 1 and agrees immediately to invest such moneys in the Federal Securities listed on Schedule A hereto and to deposit such Federal Securities in the Escrow Fund. The Escrow Bank shall be entitled to rely upon the conclusion of Causey, Demgen & Moore P.C., Denver, Colorado (the "Verification Agent'), that the Federal Securities listed on Schedule A hereto mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay when due with respect to the 2011 Launch Ramp Project Bonds, all Redemption Price, as shown on Schedule B attached hereto. SECTION 3. Investment of Any Remaining Moneys. At the written direction of the Successor Agency, the Escrow Bank shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, at the written direction of the Successor Agency, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay when due all Redemption Price with respect to the 2011 Launch Ramp Project Bonds. SECTION 4. Substitution of Securities. Upon the written request of the Successor Agency, and subject to the conditions and limitations herein set forth and applicable governmental rules and regulations, the Escrow Bank shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the Successor Agency has obtained and delivered to the Escrow Bank a report by a firm of independent certified public accountants to the effect that the reinvestment 2 DOCSOC/1704353v3/200590 -0001 described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay when due, all Redemption Price with respect to the 2011 Launch Ramp Project Bonds. The Escrow Bank shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. SECTION 5. Payment of 2011 Launch Ramp Project Bonds. (a) Pa nY lent. From the maturing principal of the Federal Securities and the investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the Escrow Bank shall apply the amounts on deposit in the Escrow Fund to pay when due, all Redemption Price with respect to the 2011 Launch Ramp Project Bonds. (b) Irrevocable Instructions to Provide Notice. The forms of the notice required to be mailed pursuant to Sections 2.02(e) and 9.03 of the 2011 Launch Ramp Project Indenture are substantially in the forms attached hereto as Exhibits A and B. The Agency hereby irrevocably instructs the Escrow Bank to mail a notice of prepayment and a notice of defeasance of the 2011 Launch Ramp Project Bonds in accordance with Sections 2.02(e) and 9.03, respectively, of the 2011 Launch Ramp Project Indenture, as required to provide for the prepayment of the 2011 Launch Ramp Project Bonds in accordance with this Section 5. (c) Unclaimed Moneys. Any moneys which remain unclaimed for two years after September 1, 2016 shall be repaid by the Escrow Bank to the Successor Agency. (d) Priority of Payments. The owners of the 2011 Launch Ramp Project Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement. (e) Termination of Obligation. As provided in the 2011 Launch Ramp Project Indenture, upon deposit of moneys with the Escrow Bank in the Escrow Fund as set forth in Section 1 hereof and the purchase of the various Federal Securities as provided in Section 2 hereof, the owners of the 2011 Launch Ramp Project Bonds shall cease to be entitled to the pledge of and lien on the Revenues as provided in the 2011 Launch Ramp Project Indenture, and all agreements and covenants of the Authority and the Trustee under the 2011 Launch Ramp Project Indenture shall cease, terminate and become void and shall be discharged and satisfied, except as set forth in the 2011 Launch Ramp Project Indenture. SECTION 6. Application of Certain Terms of the 2011 Launch Ramp Proieet Indenture. All of the terms of the 2011 Launch Ramp Project Indenture relating to the making of payments of principal and interest with respect to the 2011 Launch Ramp Project Bonds and relating to the exchange or transfer of the 2011 Launch Ramp Project Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Sections 6.06, 6.07 and 6.09 of the 2011 Launch Ramp Project Indenture relating to the removal, resignation and merger of the 2011 Trustee under the 2011 Launch Ramp Project Indenture are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any removal, resignation or merger of the Escrow Bank hereunder. 3 DOCSOC/ 1704353v3/200590 -0001 SECTION 7. Performance of Duties. The Escrow Bank agrees to perform only the duties set forth herein and shall have no responsibility to take any action or omit to take any action not set forth herein. SECTION 8. Escrow Bank's Authority to Make Investments. Except as provided in Sections 2, 3, 4, and 5 hereof, the Escrow Bank shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of the moneys or Federal Securities held hereunder. SECTION 9. Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Bank and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against the Escrow Bank's own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Bank's respective employees or the willful breach by the Escrow Bank of the terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank. SECTION 10. Responsibilities of Escrow Bank. The Escrow Bank and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the retention of the Federal Securities or the proceeds thereof, the sufficiency of the Federal Securities to pay the 2011 Launch Ramp Project Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Bank in accordance with the provisions of this Agreement or by reason of any non- negligent act, non - negligent omission or non - negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "Whereas" clauses herein shall be taken as the statements of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representation as to the sufficiency of the proceeds to accomplish the refunding of the 2011 Launch Ramp Project Bonds or to the validity of this Agreement as to the Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or 4 DOCSOC/ 1704353v3/200590 -0001 desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the Successor Agency. No provision of this Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of Federal Securities that is to be submitted pursuant to this Agreement, the Escrow Bank shall promptly request alternative written investment instructions from the Successor Agency with respect to escrowed funds which were to be invested in securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Successor Agency. In the absence of investment instructions from the Successor Agency, the Escrow Batik shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely upon the Successor Agency's selection of an alternative investment as a determination of the alternative investments legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto. The Escrow Bank shall have the right to accept and act upon instructions, including funds transfer instructions (`Instructions ") given pursuant to this Agreement and delivered using Electronic Means ( "Electronic Means" shall mean the following communications methods: e -mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and /or authentication keys issued by the Escrow Bank, or another method or system specified by the Escrow Bank as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Escrow Bank an incumbency certificate listing officers with the authority to provide such Instructions ( "Authorized Officers ") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency whenever a person is to be added or deleted fiom the listing. If the Successor Agency elects to give the Escrow Batik Instructions using Electronic Means and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Escrow Bank cannot determine the identity of the actual sender of such Instructions and that the Escrow Bank shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Bank have been sent by such Authorized Officer. The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Bank and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and /or authentication keys upon reccipt by the Successor Agency. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Bank and that there may be more secure methods of 5 DOCSOC/ 1704353v3/200590 -0001 transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Bank immediately upon learning of any compromise or unauthorized use of the security procedures. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank or brokers selected by the Successor Agency. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency waives the right to receive brokerage confirmations of security transactions effected by the Escrow Bank as they occur, to the extent permitted by law. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. SECTION 11. Amendments. This Agreement is made for the benefit of the Successor Agency and the owners from time to time of the 2011 Launch Ramp Project Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Bank and the Successor Agency; provided, however, that the Successor Agency and the Escrow Bank may, without the consent of or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2011 Launch Ramp Project Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Bank for the benefit of the owners of the 2011 Launch Ramp Project Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Bank; and (iii) to include under this Agreement additional funds. The Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, with respect to compliance with this Section 11, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various 2011 Launch Ramp Project Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 11. In the event of any conflict with respect to the provisions of this Agreement, this Agreement shall prevail and be binding. SECTION 12. [Notice to Standard & Poor's. The Successor Agency agrees to provide Standard & Poor's, a Division of the McGraw -Hill Companies, 55 Water Street, 45th Floor, New York, New York 10041, prior notice of each amendment entered into pursuant to Section 11 hereof and a copy of such proposed amendment, and to forward a copy (as soon as possible) of (i) each amendment hereto entered into pursuant to Section 1 1 hereof, and (ii) any action relating to severability or contemplated by Section 15 hereof.] 6 DOCSOC/ 1704353v3 /200590 -0001 SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2011 Launch Ramp Project Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Bank pursuant to Section 5(c) of this Agreement. SECTION 14. Compensation. The Escrow Bank shall receive its reasonable fees and expenses as previously agreed to by the Escrow Bank and the Successor Agency and any other reasonable fees and expenses of the Escrow Bank approved by the Successor Agency; provided, however, that under no circumstances shall the Escrow Bank be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Bank under this Agreement. SECTION 15. Severability. if any one or more of the covenants or agreements provided in this Agreement on the part of the Successor Agency or the Escrow Bank to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be decrned separate front the remaining covenant's and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be construed under the laws of the State of California. SECTION 18. holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Escrow Bank are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement', and no interest shall accrue for the period from and after such nominal date. SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Bank or any successor thereto without the prior written consent of the Successor Agency. SECTION 20. Reorganization of Escrow Bank. Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Bank is a party, or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Bank. SECTION 21. Insufficient Funds. If at any time the Escrow Bank has actual knowledge that the moneys and investments in the Escrow Fund, including the anticipated proceeds of and earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow Bank 7 DOCSOC/ 1704353v3/200590 -0001 shall notify the Successor Agency in writing, of the amount thereof and the reason therefor to the extent known to it. The Escrow Bank shall have no responsibility regarding any such deficiency. SECTION 22. Notice to Escrow Bank, Successor Agency. Any notice to or demand upon the Escrow Bank may be sewed or presented, and such demand may be made, at the principal corporate trust office of the Escrow Bank at 350 California Street, I lth Floor, San Francisco, California 94104, Attention: Corporate Trust Department; Fax: (415) 273 -2492; e -mail: keith.sevigny n,unionbank.coin, with a copy to: AccountAdministration- CorporateTrust @unionbank.com. Any notice to or demand upon the Successor Agency or the Authority shall be deemed to have been sufficiently given or served for all purposes by being mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Successor Agency at 130 South Main Street, Lake Elsinore, California 95965, Attention: Executive Director (or such other address as may have been filed in writing by the Successor Agency with the Escrow Bank). [Remainder ofPage Intentionally Left Blank] 8 DOCSOC/ 1704353v3/200590 -0001 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and attested as of the date first above written. ATTEST: Secretary ATTEST: Secretary SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By: Chair LAKE ELSINORE PUBLIC FINANCING AUTHORITY By: Chair MUFG UNION BANK, N.A., as Escrow Bank and 2011 'Trustee By: Authorized Officer S -1 DOCSOC/ 1704353v3/200590 -0001 SCHEDULE A Federal Securities Principal Interest Security Maturity Amount Rate Price $ % % Schedule A -1 DOCSOC/ 1704353v3/200590 -0001 Date Beginning Balance: Total SCHEDULE B Escrow Cash Plow Total Cash Receipt from Federal Securities Cash Dishursentent front Escrow Schedule B -1 DOCSOC/ 1704353v3/200590 -0001 Cash Balance EXH1131T A NOTICE OF PREPAYMENT LAKE ELSINORE PUBLIC FINANCING AUTHORITY Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A BASE CUSIP NO. NOTICE IS HEREBY GIVEN to the owners of the above - captioned Lake Elsinore Public Financing Authority Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A (the "2011 Launch Ramp Project Bonds ") of the Lake Elsinore Public Financing Authority (the "Authority ") pursuant to the Indenture of Trust, dated as of January 1, 2011 (the "201 1 Launch Ramp Project Indenture "), by and between the Authority and MUFG Union Bank, N.A., formerly known as Union Bank, N.A., as trustee (the "2011 Trustee "), that the 2011 Launch Ramp Project Bonds in the aggregate principal amount of $ have been called for prepayment on September 1, 2016 (the "Prepayment Date "). 2011 Launch Ramp Project Bonds Bond Payment Date CUSIP (September 1) Rate Amount Price The 2011 Launch Ramp Project Bonds will be payable on the Prepayment Date at a prepayment price of 100% of the principal amount plus accrued interest to such date (the "Prepayment Price "). Subject to prior rescission as referenced below, the Prepayment Price of the 2011 Launch Ramp Project Bonds will become due and payable on the Prepayment Date. Interest with respect to the 2011 Launch Ramp Project Bonds to be prepaid will cease to accrue on and after the Prepayment Date, and such 2011 Launch Ramp Project Bonds will be surrendered to the 2011 Trustee. All Certificates are required to be surrendered to the principal corporate office of the 2008 Trustee, on the Prepayment Date at the following location. If the Certificates are mailed, the use of registered, insured mail is recotnnnended: By hand: MUFG Union Bank, N.A. Corporate Trust Services 120 South San Pedro Street Suite 410 Los Angeles, CA 90012 By Registered or Certified Mail. - MUFG Union Bank, N.A. Corporate Trust Services 120 South San Pedro Street Suite 410 Los Angeles, CA 90012 Exhibit A -1 DOCSOC/1704353v3/200590 -0001 By Air Courier: MUFG Union Bank, N.A. Corporate Trust Services 120 South San Pedro Street Suite 410 Los Angeles, CA 90012 If the Owner of any 2011 Launch Ramp Project Bond subject to optional prepayment fails to deliver such 2011 Launch Ramp Project Bond to the 2011 Trustee on the Prepayment Date, such 2011 Launch Ramp Project Bond shall nevertheless be deemed prepaid on the Prepayment Date and the Owner of such 2011 Launch Ramp Project Bond shall have no rights in respect thereof except to receive payment of the Prepayment Price from funds held by the 2011 Trustee for such payment. A form W -9 must be submitted with the 2011 Launch Ramp Project Bonds. Failure to provide a completed form W -9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983. Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, 28% will be withheld if the tax identification number is not properly certified. MUFG Union Bank, N.A., as Trustee DATED this _ day of 2016. Exhibit A -2 DOCSOC/1 7043530/200590-0001 EXHIBIT B NOTICE OF DEFEASANCE LAKE ELSINORE PUBLIC FINANCING AUTHORITY Tax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A BASE CUSIP NO. NOTICE IS HEREBY GIVEN to the owners of the above - captioned Lake Elsinore Public Financing Authority 'Fax Allocation Revenue Bonds (Launch Ramp Project), 2011 Series A (the "2011 Launch Ramp Project Bonds ") of the Lake Elsinore Public Financing Authority (the "Authority "), that the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore has deposited with MUFG Union Bank, N.A., formerly known as Union Bank, N.A., as trustee (the "2011 Trustee ") under the Trust Agreement, dated as of January 1, 2011 (the "2011 Launch Ramp Project Indenture "), by and between the Authority and the 2011 Trustee, cash and Federal Securities (as defined in the 2011 Launch Ramp Project Indenture) sufficient to pay with respect to the 2011 Launch Ramp Project Bonds, all regularly scheduled payments of principal and interest through and including September 1, 2016 and to pay on September 1, 2017 the principal maturing on and after September 1, 2016, plus interest with respect thereto accrued to such date, without premium. The 2011 Launch Ramp Project Bonds to be defeased are as follows: Bond Pavrnent Date CUSIP (September 1) Rate Amount Price in accordance with the 2011 Launch Ramp Project Indenture, the 2011 Launch Ramp Project Bonds are deemed to have been paid in accordance with Section 9.03 thereof and the obligations of the Authority under the 2011 Launch Ramp Project Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. MUFG UNION BANK, N.A., as Trustee DATED this.day of August, 2015. Exhibit B -1 DOCSOC/ 1704353v3/200590 -0001 2011 SUMMERLY PROJECT BONDS ESCROW AGREEMENT THIS 2011 SUMMERLY PROJECT BONDS ESCROW AGREEMENT, dated as of August 1, 2015 (the "Agreement "), by and among the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore (the "Successor Agency "), the Lake Elsinore Public Financing Authority (the "Authority ") and MUFG Union Bank, N.A., acting in its capacity as escrow bank (the "Escrow Bank "), and the 2011 Trustee (as defined below) is entered into in accordance with an Indenture of Trust, dated as of June 1, 2011 (the "2011 Summerly Project Indenture "), by and between the Authority and MUFG Union Bank, N.A., formerly known as Union Bank, N.A. (the "2011 Trustee "), to refund all of the outstanding 2011 Sununerly Project Bonds (as defined below). WITNESSETH: WHEREAS, the Authority has previously issued its $5,365,000 initial aggregate principal amount Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (Summerly Project), 2011 Series A (the "2011 Summerly Project Bonds")-, and WHEREAS, on June 28, 2011, the California Legislature adopted ABxI 26 (the "Dissolution Act ") and ABxl 27 (the "Opt -in Bill"); and WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the Redevelopment Agency of the City of Lake Elsinore (the "Former Agency ") being dissolved as of February 1, 2012; and WHEREAS, the powers, assets and obligations of the Former Agency were transferred on February 1, 2012 to the Successor Agency; and WIIEREAS, on or about June 27, 2012, AB1484 was adopted as a trailer bill in connection with the 2012 -13 California Budget; and WHEREAS, AB1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund outstanding bonds for the purpose of reducing debt service; and WHEREAS, the Successor Agency pursuant to a resolution adopted by the Successor Agency on May 12, 2015, determined that it is in the Successor Agency's best interest to issue the Dollars ($ ) Successor Agency to the Redevelopment Agency of the City of Lake Elsinore Subordinated Tax Allocation Refunding Bonds, Series 2015 (the "2075 Bonds ") pursuant to an Indenture of Trust, dated as of August 1, 2015, by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the "Trustee "), and together with certain other money deposited by the Successor Agency, proceeds of the 2015 Bonds will be used to provide the funds to pay all regularly scheduled payments of principal and interest, as they accrue, through and including September 7, 2016 and to pay all principal and accrued interest on the 2011 Summerly Project Bonds maturing on or after September 1, 2017 on September 1, 2016 (the "Redemption Price "); and WHEREAS, by irrevocably depositing with the Escrow Bank moneys (as permitted by, in the manner prescribed by, and all in accordance with the 2011 Summerly Project Indenture), which moneys will be used to purchase securities satisfying the criteria set forth in Section 9.03 of the 2011 Summerly Project Indenture as described on Schedule A hereto (the "Federal Securities "), provided DOCSOC /I704617v 1/200590 -0001 the principal of and the interest on the Federal Securities when paid will provide money, which moneys, together with the moneys deposited with the Escrow Bank at the same time pursuant to this Agreement, will be fully sufficient to pay and discharge the 2011 Summerly Project Bonds; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Successor Agency and the Escrow Bank agree as follows: SECTION 1. Deposit of Moneys. The Successor Agency hereby instructs the 2011 Trustee to transfer $ from the [Reserve Account] maintained pursuant to the 2011 Summerly Project Indenture. The Successor Agency hereby instructs the Escrow Bank to deposit (i) $ received from the Trustee from a portion of the net proceeds of the sale of the 2015 Bonds and (ii) $ transferred by the 2011 Trustee from funds and accounts held with respect to the 2011 Summerly Project Bonds, into the Escrow Fund established hereunder. The Escrow Bank shall hold all such amounts in irrevocable escrow separate and apart from other funds of the Successor Agency and the Escrow Bank in a fund hereby created and established to be known as the "Escrow Fund" and to be applied solely as provided in this Agreement. The Successor Agency hereby instructs the Escrow Bank to apply $ — of the moneys set forth above to purchase the Federal Securities listed in Schedule A hereto and to hold $ uninvested as cash. SECTION 2. Investment of Moneys. The Escrow Bank acknowledges receipt of the moneys described in Section 1 and agrees immediately to invest such moneys in the Federal Securities listed on Schedule A hereto and to deposit such Federal Securities in the Escrow Fund. The Escrow Bank shall be entitled to rely upon the conclusion of Causey, Demgen & Moore P.C., Denver, Colorado (the "Verification Agent "), that the Federal Securities listed on Schedule A hereto mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay when due with respect to the 2011 Sunnnerly Project Bonds, all Redemption Price, as shown on Schedule B attached hereto. SECTION 3. Investment of Any Remaining Moneys. At the written direction of the Successor Agency, the Escrow Bank shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, at the written direction of the Successor Agency, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay when due all Redemption Price with respect to the 2011 Summerly Project Bonds. SECTION 4. Substitution of Securities. Upon the written request of the Successor Agency, and subject to the conditions and limitations herein set forth and applicable governmental rules and regulations, the Escrow Bank shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the Successor Agency has obtained and delivered to the Escrow Bank a report by a firm of independent certified public accountants to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay when due, all Redemption Price with respect to 2 DOCSOCI I 704617 1 /200590 -0001 the 2011 Summerly Project Bonds. The Escrow Bank shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. SECTION 5. Payment of 2011 Summerly Project Bonds. (a) Payment. From the maturing principal of the Federal Securities and the investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the Escrow Bank shall apply the amounts on deposit in the Escrow Fund to pay when due, all Redemption Price with respect to the 2011 Sunvnerly Project Bonds. (b) Irrevocable Instructions to Provide Notice. The forms of the notice required to be mailed pursuant to Sections 2.02(d) and 9.03 of the 2011 Summerly Project Indenture are substantially in the forms attached hereto as Exhibits A and B. The Agency hereby irrevocably instructs the Escrow Bank to mail a notice of prepayment and a notice of defeasance of the 2011 Summerly Project Bonds in accordance with Sections 2.02(d) and 9.03, respectively, of the 2011 Summerly Project Indenture, as required to provide for the prepayment of the 2011 Summerly Project Bonds in accordance with this Section 5. (c) Unclaimed Moneys. Any moneys which remain unclaimed for two years after September 1, 2016 shall be repaid by the Escrow Bank to the Successor Agency. (d) Priority of Payments. The owners of tile 2011 Summerly Project Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement. (e) Termination of Obligation. As provided in the 2011 Summerly Project Indenture, upon deposit of moneys with the Escrow Bank in the Escrow Fund as set forth in Section 1 hereof and the purchase of the various Federal Securities as provided in Section 2 hereof, the owners of the 2011 Summerly Project Bonds shall cease to be entitled to the pledge of and lien on the Revenues as provided in the 2011 Sunvnerly Project Indenture, and all agreements and covenants of the Authority and the Trustee under the 2011 Sunvnerly Project Indenture shall cease, terminate and become void and shall be discharged and satisfied, except as set forth in the 2011 Summerly Project Indenture. SECTION 6. Application of Certain Terms of the 2011 Summerly Project Indenture. All of the terms of the 2011 Summerly Project Indenture relating to the making of payments of principal and interest with respect to the 2011 Summerly Project Bonds and relating to the exchange or transfer of the 2011 Summerly Project Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Sections 6.06, 6.07 and 6.09 of the 2011 Summerly Project Indenture relating to the removal, resignation and merger of the 2011 Trustee under the 2011 Summerly Project Indenture are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any removal, resignation or merger of the Escrow Bank hereunder. SECTION 7. Performance of Duties. The Escrow Bank agrees to perform only the duties set forth herein and shall have no responsibility to take any action or omit to take any action not set forth herein. 3 DOCSOC/ 1704617v 1/200590 -0001 SECTION 8. Escrow Bank's Authority to Make Investments. Except as provided in Sections 2, 3, 4, and 5 hereof, the Escrow Bank shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of the moneys or Federal Securities held hereunder. SECTION 9. Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Batik and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against the Escrow Bank's own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Bank's respective employees or the willful breach by the Escrow Bank of the terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank. SECTION 10. Responsibilities of Escrow Bank. The Escrow Bank and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the retention of the Federal Securities or the proceeds thereof, the sufficiency of the Federal Securities to pay the 2011 Smnmerly Project Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Bank in accordance with the provisions of this Agreement or by reason of any non - negligent act, non - negligent omission or non- negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "Whereas" clauses herein shall be taken as the statements of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representation as to the sufficiency of the proceeds to accomplish the refunding of the 2011 Summerly Project Bonds or to the validity of this Agreement as to the Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the Successor Agency. 4 DOCSOC/ 1704617v 1 /200590-0001 No provision of this Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of Federal Securities that is to be submitted pursuant to this Agreement, the Escrow Bank shall promptly request alternative written investment instructions from the Successor Agency with respect to escrowed funds which were to be invested in securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Successor Agency. In the absence of investment instructions from the Successor Agency, the Escrow Bank shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely upon the Successor Agency's selection of an alternative investment as a determination of the alternative investment's legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto. The Escrow Bank shall have the right to accept and act upon instructions, including funds transfer instructions ( "Instructions ") given pursuant to this Agreement and delivered using Electronic Means ( "Electronic Means" shall mean the following communications methods: e -mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and /or authentication keys issued by the Escrow Bank, or another method or system specified by the Escrow Bank as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Escrow Bank an incumbency certificate listing officers with the authority to provide such Instructions ( "Authorized Officers ") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank Instructions using Electronic Means and the Escrow Bank in its discretion elects to act upon such Instructions, the Escrow Bank's understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Escrow Bank cannot determine the identity of the actual sender of such Instructions and that the Escrow Bank shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Bank have been sent by such Authorized Officer. The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Bank and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and /or authentication keys upon receipt by the Successor Agency. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Bank and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in Tight of its particular needs and circunnstances; and 5 DOCSOO /1704617v 1/200590 -0001 (iv) to notify the Escrow Bank immediately upon learning of any compromise or unauthorized use of the security procedures. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank or brokers selected by the Successor Agency. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency waives the right to receive brokerage confirmations of security transactions effected by the Escrow Bank as they occur, to the extent permitted by law. The Successor Agency further understands That trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. SECTION 11. Amendments. This Agreement is made for the benefit of the Successor Agency and the owners from time to time of the 2011 Summerly Project Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Bank and the Successor Agency; provided, however, that the Successor Agency and the Escrow Bank may, without the consent of or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2011 Summerly Project Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Bank for the benefit of the owners of the 2011 Summerly Project Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Bank; and (iii) to include under this Agreement additional funds. The Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, with respect to compliance with this Section 11, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various 2011 Summerly Project Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 11. In the event of any conflict with respect to the provisions of this Agreement, this Agreement shall prevail and be binding. SECTION 12. [Notice to Standard & Poor's. The Successor Agency agrees to provide Standard & Poor's, a Division of the McGraw -Hill Companies, 55 Water Street, 45th Floor, New York, New York 10041, prior notice of each amendment entered into pursuant to Section I I hereof and a copy of such proposed amendment, and to forward a copy (as soon as possible) of (i) each amendment hereto entered into pursuant to Section I 1 hereof, and (ii) any action relating to severability or contemplated by Section 15 hereof.] SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2011 Summerly Project Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Bank pursuant to Section 5(c) of this Agreement. 6 DOCSOC/1704617v 1 /200590 -0001 SECTION 14. Compensation. The Escrow Bank shall receive its reasonable fees and expenses as previously agreed to by the Escrow Bank and the Successor Agency and any other reasonable fees and expenses of the Escrow Bank approved by the Successor Agency; provided, however, that under no circumstances shall the Escrow Bank be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Bank under this Agreement. SECTION 15. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Successor Agency or the Escrow Bank to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenant's and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 16. Counterpart's. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all proposes as an original but all of which shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be construed under the laws of the State of California. SECTION 18. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Escrow Bank are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date. SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Bank or any successor thereto without the prior written consent of the Successor Agency. SECTION 20. Reorganization of Escrow Bank. Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Bank is a party, or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Bank. SECTION 21. Insufficient Funds. If at any titne the Escrow Bank has actual knowledge that the moneys and investments in the Escrow Fund, including the anticipated proceeds of and earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow Bank shall notify the Successor Agency in writing, of the amount thereof and the reason therefor to the extent known to it. The Escrow Bank shall have no responsibility regarding any such deficiency. SECTION 22. Notice to Escrow Bank Successor Agency. Any notice to or demand upon the Escrow Bank may be served or presented, and such demand may be made, at the principal 7 DOCSOC /1704617v 1 /200590 -0001 corporate trust office of the Escrow Bank at 350 California Street, 11th Floor, San Francisco, California 94104, Attention: Corporate Trust Department Fax: (415) 273 -2492; e -mail: keith.sevigny a,unionbank.com, with a copy to: AccountAdministration- CorporateTrust @unionbank.com. Any notice to or demand upon the Successor Agency or the Authority shall be deemed to have been sufficiently given or served for all purposes by being mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Successor Agency at 130 South Main Street, Lake Elsinore, California 95965, Attention: Executive Director (or such other address as may have been filed in writing by the Successor Agency with the Escrow Bank). [Remainder of Page Intentionally Left Blank] 8 DOCSOC/ 170461 7v 1/200590 -0001 IN WI'T'NESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers and attested as of the date first above written. ATTEST: Secretary ATTEST: Secretary SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By: Chair LAKE ELSINORE PUBLIC FINANCING AUTHORITY Mm Chair MUFG UNION BANK, N.A., as Escrow Bank and 2011 Trustee By: Authorized Officer S -1 DOCSOCI I 704617 11200590 -0001 SCHEDULE A Federal Securities Principal Interest Security Maturity Amount Rate Price % Schedule A -1 DOCSOC /1704617v 1/200590-0001 SCHEDULE B Escrow Cash Flow Total Cash Receipt from Federal Cash Disbursement Date Securities from Escrow Cash Balance Beginning Balance: Total Schedule B -1 DOCSOC/1704617v 1/200590-0001 EXHIBIT A NOTICE OF PREPAYMENT LAKE ELSINORE PUBLIC FINANCING AUTHORITY Local Agency Revenue Bonds (Summerly Project), 2011 Series A BASE CUSIP NO. NOTICE IS HEREBY GIVEN to the owners of the above - captioned Lake Elsinore Public Financing Authority Local_ Agency Revenue Bonds (Summerly Project), 2011 Series A (the "2011 Summerly Project Bonds ") of the Lake Elsinore Public Financing Authority (the "Authority ") pursuant to the Indenture of Trust, dated as of June 1, 2011 (the "2011 Summerly Project Indenture "), by and between the Authority and MUFG Union Bank, N.A., formerly known as Union Bank, N.A., as trustee (the "2011 Trustee "), that the 2011 Summerly Project Bonds in the aggregate principal amount of $ have been called for prepayment on September 1, 2016 (the "Prepayment Date "). 2011 Summerly Project Bonds Bond Payment Date CUSIP (September I) Rate Amount Price The 2011 Summerly Project Bonds will be payable on the Prepayment Date at a prepayment price of 100% of the principal amount plus accrued interest to such date (the "Prepayment Price "). Subject to prior rescission as referenced below, the Prepayment Price of the 2011 Summerly Project Bonds will become due and payable on the Prepayment Date. Interest with respect to the 2011 Summerly Project Bonds to be prepaid will cease to accrue on and after the Prepayment Date, and such 2011 Summerly Project Bonds will be surrendered to the 2011 Trustee. All Certificates are required to be surrendered to the principal corporate office of the 2008 Trustee, on the Prepayment Date at the following location. If the Certificates are mailed, the use of registered, insured mail is recommended: By Land MUFG Union Bank, N.A. Corporate Trust Services 120 South San Pedro Street Suite 410 Los Angeles, CA 90012 Bp Registered or Certl%<ed Mail: MUFG Union Bank, N.A. Corporate Trust Services 120 South San Pedro Street Suite 410 Los Angeles, CA 90012 By Air Courier: MUFG Union Bank, N.A. Corporate Trust Services 120 South San Pedro Street Suite 410 Los Angeles, CA 90012 If the Owner of any 2011 Summerly Project Bond subject to optional prepayment fails to deliver such 2011 Summerly Project Bond to the 2011 Trustee on the Prepayment Date, such 2011 Exhibit A -1 DOCSOC/ I 704617 1 /200590 -0001 Sunnnerly Project Bond shall nevertheless be deemed prepaid on the Prepayment Date and the Owner of such 2011 Summerly Project Bond shall have no rights in respect thereof except to receive payment of the Prepayment Price from funds held by the 2011 Trustee for such payment. A form W -9 must be submitted with the 2011 Summerly Project Bonds. Failure to provide a completed form W -9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983. Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, 28% will be withheld if the tax identification number is not properly certified. MUFG Union Bank, N.A., as Trustee DATED this _ day of 2016. Exhibit A -2 DOCSOC/ 1704617v 1 /200590 -0001 EXHIBIT B NOTICE OF DEFEASANCE LAKE ELSINORE PUBLIC FINANCING AUTHORITY Local Agency Revenue Bonds (Summerly Project), 2011 Series A BASE CUSIP NO. NOTICE IS HEREBY GIVEN to the owners of the above - captioned Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (Sununerly Project), 2011 Series A (the "2011 Summerly Project Bonds ") of the Lake Elsinore Public Financing Authority (the "Authority "), that the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore has deposited with MUFG Union Bank, N.A., formerly known as Union Bank, N.A., as trustee (the "2011 Trustee ") under the Trust Agreement, dated as of June 1, 2011 (the "2011 Summerly Project Indenture "), by and between the Authority and the 2011 Trustee, cash and Federal Securities (as defined in the 2011 Summerly Project Indenture) sufficient to pay with respect to the 2011 Summerly Project Bonds, all regularly scheduled payments of principal and interest through and including September 1, 2016 and to pay on September 1, 2017 the principal maturing on and after September 1, 2016, plus interest with respect thereto accrued to such date, without premium. The 2011 Summerly Project Bonds to be defeased are as follows: Bond Pavneent Date CUSIP (September 1) Rate Amount Price In accordance with the 2011 Summerly Project Indenture, the 2011 Summerly Project Bonds are deemed to have been paid in accordance with Section 9.03 thereof and the obligations of the Authority under the 2011 Sununerly Project Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. MUFG UNION BANK, N.A., as Trustee DATED this day of August, 2015. Exhibit B -1 DOCSOC /1704617v1/200590 -0001