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Home My WebLink AboutSA-RDA 059 - 060 - Housing Tax Allctn Rfnding and Tax Allctn Non-HousingRESOLUTION NO. SA-RDA 059 RESOLUTION NO. SA-RDA 060 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: ADOPT RESOLUTION NO. SA-RDA 59 APPROVING THE SUCCESSOR AGENCY'S ISSUANCE OF HOUSING TAX ALLOCATION REFUNDING (HOUSING) BONDS AND TAKING RELATED ACTIONS, AND RESOLUTION NO. SA-RDA 60 APPROVING THE SUCCESSOR AGENCY'S ISSUANCE OF TAX ALLOCATION REFUNDING (NON-HOUSING) BONDS AND TAKING RELATED ACTIONS SUBMITTED BY: Janet Moore, Finance Officer DATE: October 13, 2016 CONTENTS: Resolution No. SA-RDA- 059 (for Housing Refunding Bonds) — with draft indenture as Attachment I Resolution No. SA-RDA- 060 (for Non-Housing Refunding Bonds) — with draft indenture as Attachment II Plan of Refunding and Savings Analysis, prepared by Del Rio Advisors, LLC Recommendation By Minute Motion that the Successor Agency Board: (i) Adopt Resolution SA-RDA o59 approving the Successor Agency's issuance of Tax Allocation Refunding (Housing) Bonds and taking related actions including authorizing the Executive Director, the Finance Officer and other Successor Agency officers to take ancillary actions and execute documents to effectuate the purposes of the Resolution; and (ii) Adopt Resolution SA-RDA obo approving the Successor Agency's issuance of Tax Allocation Refunding (Non-Housing) Bonds and taking related actions including authorizing the Executive Director, the Finance Officer and other Successor Agency officers to take ancillary actions and execute documents to effectuate the purposes of the Resolution. Executive Summary By adopting these Resolutions, the Successor Agency Board will authorize the issuance of bonds (the "Refunding Bonds") to refund outstanding bond debt incurred by the (i rda \�croniea �I�apia-Nbrd FiIcSS�aff RcpunsSucicssor Agcni�� Dcbi RefmidingPelm Ucscit ti�\ � 3�17 rc(unAing - ita11� rcpoit for SA rc�o eppro� inµ bun RG\'ISGU Jocr Staff Report (Successor Agency) Approving Issuance of Refunding Bonds October 13, 2016 Page 2 of 5 former PaVm Desert Redevelopment Agency (the "Former Agency"). The Refunding Bonds will be issued pursuant to Section 34177.5 of the Health and Safety Code ("HSC") to provide debt service savings. As shown in the attached P/an of Refunding and Savings Analysis, prepared by Del Rio Advisors, LLC, the Successor Agency's financial advisor (the "Municipal Advisor"), such refunding would generate significant debt service savings, based on current bond market estimates. The debt service savings from the refunding will become moneys available for the Successor Agency to use on its enforceable obligations, as approved by the State Department of Finance (the "DOF") on the Recognized Obligation Payment Schedules ("ROPS") or, if not needed for ROPS-approved obligations, for disbursement to taxing entities (such as the City, the County and the school districts) through the semi-annual Redevelopment Property Tax Trust Fund ("RPTTF") distribution process. At the September 22, 2016 meeting, the Successor Agency Board authorized Staff to proceed with the preparation of documents necessary for the issuance of the Refunding Bonds. Being presented to the Board for consideration are resolutions approving the issuance of the Refunding Bonds and drafts of indentures pursuant to which the Refunding Bonds will be issued. Backqround Before its dissolution, the Former Agency entered into multiple agreements (the "Loan Agreements") with the Palm Desert Financing Authority (the "Authority") and incurred loans (the "Agency Loans"), including: (i) loans (the "Housing Loans") to finance and refinance affordable housing projects, and (ii) loans (the "Non-Housing Loans") to finance and refinance other projects for each of the Former Agency's four redevelopment project areas. The Authority is a joint powers agency established in 1989, with the City and the Former Agency as members, to assist the City and the Former Agency with respect to the financing of public capital improvements and other projects. To provide funds for the Agency Loans, the Authority issued various series of bonds (the "Authority Bonds"). For the repayment of the Housing Loans, the Former Agency pledged the portion of tax increment revenues that were deposited into the Low and Moderate Income Housing Fund (the "Housing Set-Aside"). For the repayment of the Non-Housing Loans related to each project area, the Former Agency pledged tax increment revenues generated from such project area, exclusive of the Housing Set-Aside and amounts due to some of the taxing entities for pass-through payments. The moneys repaid by the Former Agency (and, now, the Successor Agency) for the Agency Loans are pledged by the Authority for the repayment of debt service on the Authority Bonds. The Successor Agency expects to issue four series of Refunding Bonds, consisting of: (i) a series of tax-exempt bonds (i.e., the interest earned by the bondholders is excluded from gross income for federal income tax purposes) to refund a portion of the outstanding Housing Loans, (ii) a series of taxable bonds to refund the remainder of the (i -rdd.\`cromea iapia'�1brd FilcrSta(TRcpunc`tiuccessor Agmcp-.DrM RefimJing'J'alm Ucun ti.4 � 2017 refunding -�taff rcpun ti+r S:\ reso eppro� ing bon RGCItiG.D doet Staff Report (Successor Agency) Approving Issuance of Refunding Bonds October 13, 2016 Page 3 of 5 outstanding Housing Loans, (iii) a series of tax-exempt bonds to refund a portion of the outstanding Non-Housing Loans, (iv) a series of taxable bonds to refund most of remainder of the outstanding Non-Housing Loans. (One of the outstanding Non- Housing Loans, incurred in 2007 (the "2007 PA1 Loan"), is not subject to optional prepayment before its final maturity on April 1, 2018. Because no savings can be achieved from the refunding of the 2007 PA1 Loan, it cannot be included in this refunding pursuant to HSC Section 34177.5. The attached Plan of Refunding and Savings Analysis shows that, based on bond market conditions as of August 26, 2016, the refunding is expected to generate annual debt service savings of $1.95 million (or $49 million in total debt service savings). Such savings will become moneys available to the Successor Agency to pay its enforceable obligations as approved on the ROPS or, if not needed for ROPS-approved obligations, for disbursement to taxing entities (such as the City, the County and the school districts) through the semi-annual RPTTF distribution process. By adopting these Resolutions, the Board will approve the issuance of the Refunding Bonds. Attached to each Resolution is a draft of the related indenture. The indentures will contain the contractual terms governing the Refunding Bonds and establish the funds and accounts that will be held by U.S. Bank National Association, as the bond trustee. For the Refunding Bonds that will be issued to refund the Housing Loans, the Successor Agency will pledge a portion of the property tax revenues deposited in the RPTTF (i.e., tax increment), in an amount equal to the dollar amount that would have been the Housing Set-Aside if the Former Agency had never been dissolved (the "Housing Portion"). For the Refunding Bonds that will be issued to refund the Non- Housing Loans, property tax revenues deposited into the RPTTF, exclusive of the Housing Portion and certain pass-through payments, will be pledged. In addition, the Resolutions authorize the Executive Director and the Finance Officer (i.e., the City Manager and the Finance Director of the City of Palm Desert) to negotiate the terms of bond purchase agreements with Stifel, Nicolaus & Company, Incorporated, as the bond underwriter (the "Underwriter"). The Underwriter will market the Refunding Bonds to the potential investors. Upon pricing (i.e., when the final principal amounts and interest rates of the Refunding Bonds are determined), the Successor Agency and the Underwriter will sign the Bond Purchase Agreement. The Underwriter will then buy the Refunding Bonds from the Successor Agency at closing, and then se11 them to the investors. The Underwriter will be compensated through the underwriter's discount, which will be deducted from the purchase price for the Refunding Bonds to be paid by the Underwriter at closing. The underwriter's discount will be finalized when the Successor Agency and the Underwriter sign the Bond Purchase Agreement. The Resolutions ratify the use of: (i) Del Rio Advisors, LLC, to act as the Municipal Advisor, (ii) Richards, Watson & Gershon, A Professional Corporation, to act as Bond Counsel, (iii) Best, Best & Krieger LLP, to act as Disclosure Counsel, and (iv) Keyser Marston Associates, Inc, to act as Fiscal Consultant. The Municipal Advisor will advise the Successor Agency with regard to the refunding from a financial perspective. Bond (i 1de \�eiomee Iepia WorJ PJec:tita(iReponc:tiueuccor �\grnc�--DeM RelimAin�;Yahn Uesert SA - Zul7 refundmg � sta(f repon for tiA reso appro�mg hon Rli\'ISI�.0 Joc� Staff Report (Successor Agency) Approving Issuance of Refunding Bonds October 13, 2016 Page 4 of 5 Counsel will provide advice for the refunding from a bond law perspective, prepare the key legal documents for the transaction and, upon closing, deliver its opinions regarding the legal validity of the Refunding Bonds. Disclosure Counsel will assist the Successor Agency with the preparation of an official statement, the document that provides disclosure to investors regarding the terms, the source of repayment and certain investment risks pertaining to the Refunding Bonds. A preliminary official statement, with the pricing terms omitted (or marked as "preliminary; subject to change"), will be used by the Underwriter to market the Refunding Bonds before pricing. Some of the key information in the official statement will be based on a report by the Fiscal Consultant. The primary source of repayment for the Refunding Bonds will be tax increment derived from the Former Agency's redevelopment project areas. The Fiscal Consultant's report will provide historical data and projections regarding the tax increment. The costs of issuance for the Refunding Bonds (including the underwriter's discount, compensation to the Municipal Advisor, Bond Counsel, Disclosure Counsel, Fiscal Consultant and other costs such as rating fees and printing costs for the official statement) are estimated to be under 0.66% of the total principal amount of the Refunding Bonds, or approximately $1,700,000. This amount will depend on the actual debt issued, particularly because the estimated underwriter's discount will depend on the actual principal amount of the Refunding Bonds. The Refunding Bonds may only be issued after the Oversight Board has adopted resolutions approving their issuance. The Oversight Board is expected to consider the adoption of such resolutions at the Oversight Board's upcoming October 17 meeting. After the Oversight Board takes action to approve the Successor Agency's issuance of the Refunding Bonds, Staff will forward the Oversight Board resolutions to the DOF for review and approval. By law, the DOF is allowed an initial 5 business days to review the Oversight Board resolutions. At the DOF's option, the DOF inay decide to extend this review period by another 60 days. Based on the current financing schedule, Staff anticipates receiving the DOF's approval in December. Thereafter, the refunding transaction is expected to close by mid- to late January 2017. The bonds being refunded can only be redeemed on their interest payment dates. While some of the refunded bonds have April 1 and October 1 as interest payment dates, others have interest payment dates that fall on February 1 and August 1. A January 2017 closing will allow the Successor Agency to redeem bonds on the first available date of February 1, 2017. Only the indentures are included as part of this round of approval by the Successor Agency Board, the Oversight Board and the DOF. Other documents which will not require additional Oversight Board and DOF approval but will be necessary for the refunding, such as the preliminary official statement(s), continuing disclosure agreement(s), escrow agreement(s), and bond purchase agreement(s), will be presented to the Successor Agency Board for consideration at a future meeting, closer to the pricing date of the Refunding Bonds. Ci'rda \�cromca �I�apia \1brJ Pilci,$tafT Repons�$uacscur ,\fcnco-llcht Rcf�ndingJ':Jm Ucxn 5.\ �'_nl7 icfimdin�e ��iefT rcport tin SA ic>o appiu� in� bon RG\ItiLD Juit Staff Report (Successor Agency) Approving Issuance of Refunding Bonds October 13, 2016 Page 5 of 5 Fiscal Anaivsis As shown in the Plan of Refunding and Savings Analysis, the estimated debt service savings from the refunding, based on bond market conditions as of August 26, 2016, are as follows: Outstanding Principal to be Refunded Refunding of Housing Loans Refunding of Non-Housing Loans Grand Total $52,165,000 $216,261,791 $4,007,302 $44, 815, 720 Average Annual Savings $267,153 $1,792,629 6.506% 9.997% $268,426,791 $48,823,002 $1,952,921 9.379% The savings will become moneys available for enforceable obligations, as approved on the ROPS or, if not needed for ROPS-approved obligations, for disbursement to taxing entities through the semi-annual RPTTF distributio process. Submitted b (��,.._..._.._W�4�°��.r�.-:ti��. � "C� Y � , �� ....__,..� �a.�_ l� �l _..._,_._____,_ � � (�'�/�� 'r��: � � �•�� 4��L % )? �� _,_., > '_ ,b `� �, n . Moore, Finance Officer �'��'�� '� �`��' t-��-5 �-��c� �� 'S �. � L� � r� i k , �G)1Cr�Ct r') ,�Tc�r� r)�r� Approval: �1��1�, � �'��il -�C�F � , . �:�� Lauri Aylaian, Executive Dire Expected Total Debt Service Savings from Refunding I�10 ��. /�C1Y1 � Net Present Value Savings as Percentage of Prior Issue G�.\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency�Debt Refunding�Palm Desert SA - 2017 refunding - staff report for SA reso approving bon....docx RESOLUTION NO. sA-xDA o59 A RESOLUTION OF THE BOARD OF DIRECTORS TO THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S ISSUANCE OF TAX ALLOCATION REFUNDING (HOUSING) BONDS AND TAKING RELATED ACTIONS REClTALS: A. The former Palm Desert Redevelopment Agency (the "Former Agency") was a duly constituted redevelopment agency pursuant to provisions of the Community Redevelopment Law (the "Redevelopment Law") set forth in Section 33000 et seq. of the Health and Safety Code ("HSC") of the State of California (the "State"). B. The Former Agency undertook to redevelop four project areas (collectively, the "Project Areas"). C. The Former Agency and the City of Palm Desert (the "City") executed and delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the "Joint Powers AgreemenY'), which Joint Powers Agreement created and established the Palm Desert Financing Authority (the "Authority"). D. To finance and refinance affordable housing projects, the Former Agency entered into the loan agreements, including the following (together, the "Loan Agreements"): (i) the 2002 Housing Project Loan Agreement, dated as of August 1, 2002, by and among the Former Agency, the Authority and BNY Western Trust Company (as succeeded by U.S. Bank National Association), as trustee, pursuant to which the Former Agency incurred a loan (the "2002 Loan"); and (ii) the 2007 Housing Project Loan Agreement, dated as of February 1, 2007, by and among the Former Agency, the Authority and Wells Fargo Bank, National Association (as succeeded by U.S. Bank National Association), as trustee, pursuant to which the Former Agency incurred a loan (the "2007 Loan," and together with the 2002 Loan, the "Agency Loans"). E. Under each Loan Agreement, the repayment of the Agency Loan is secured by the pledge of "Pledged Tax Revenues" (as defined in the Loan Agreements"), being a portion of tax increment revenues derived from the Project Areas as permitted by Redevelopment Law. F. To provide funding for the Agency Loans, the Authority issued two series of bonds (collectively, the "Authority Bonds"): (i) the Authority's Tax Allocation (Housing G.ida \'c�nmca I apia \4brJ I��Ics $tafl� Rcponz Jueece>or ,\tcn:v bch� RelundinE P�Im Ueceit tiA -'_017 rcfimdin� � tiA icso a�,pro� ing Luuain� bunJc Joc� RESOLUTION NO. SA-RDA 059 Set-Aside) Revenue Bonds, Series 2002, and (ii) the Authority's Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007. G. As of the date of this resolution, a portion of the principal amount of each Agency Loan (and, correspondingly, an equivalent portion of the principal amount of each series of the Authority Bonds) remains outstanding. H. Pursuant to AB X1 26 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency of the Palm Desert Redevelopment Agency (the "Successor Agency") was constituted, and the Oversight Board to the Successor Agency (the "Oversight Board") was established. I. Pursuant to HSC Section 34177.5(a), the Successor Agency is authorized to issue bonds (the "Refunding Bonds") to refund the Agency Loans, to provide savings to the Successor Agency, provided that: (i) the total interest cost to maturity on the Refunding Bonds plus the principal amount of the Refunding Bonds shall not exceed the total remaining interest cost to maturity on the Agency Loans, plus the remaining principal of the Agency Loans to be refunded; and (ii) the principal amount of the Refunding Bonds shall not exceed the amount required to defease the refunded Agency Loans, to establish customary debt service reserves and pay related costs of issuance J. The Successor Agency desires to issue Refunding Bonds to refund the outstanding Agency Loans to achieve debt service savings. K. The Refunding Bonds will be issued under the authority of HSC Section 34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law"). L. The Refunding Bonds will be issued in one or more series, and may consist of tax-exempt bonds, taxable bonds or a combination thereof. M. The Refunding Bonds will be issued pursuant to, and will be secured by, a pledge of property tax revenues as provided in, an indenture (the "Indenture"), substantially in the form attached to this Resolution as Attachment I. N. Proceeds from the sale of the Refunding Bonds will be used to: (i) effect the defeasance and discharge of the Agency Loans (which may be through the establishment of refunding escrows), (ii) make deposit into debt service reserve funds, if li rd:r\ rromea I'ap�� \\'nrd Fdes.ti�a(T'Rrpons�.Suercisor ,\�cncy'llchi Rctimding.l'alm Uccen tiA �'01 / retimdin� � tiA reso appro� ing hounne honJs doct RESOLUTION NO. SA-RDA 059 such deposits are required pursuant to the terms of the Indenture, and (iii) pay costs of issuance of the Refunding Bonds. O. There has been presented to this Board an analysis of the potential debt service savings that will accrue as a result of issuance of the Refunding Bonds. P. Pursuant to HSC Sections 34177.5(fl and 34180, the issuance of the Refunding Bonds is subject to the Oversight Board's prior approval. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Refunding Bonds. The issuance of the Refunding Bonds in an aggregate principal amount not exceeding $60,000,000, pursuant to the provisions of HSC Section 34177.5, the Refunding Bond Law and the Indenture, is hereby approved and authorized. Section 3. Indenture. The Indenture, in the form attached as Attachment I, is hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and the Executive Director of the Successor Agency (each, an Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Indenture in substantially such form, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereo�. Section 4. Oversight Board Action. The Oversight Board is hereby requested to approve the Successor Agency's issuance of the Refunding Bonds. The Secretary of the Successor Agency is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 5. Bond Purchase Agreement. Each of the Executive Director and the Finance Officer of the Successor Agency, is hereby authorized to negotiate the terms of a bond purchase agreement (the "Bond Purchase Agreement"), by and between the Successor Agency and Stifel, Nicolaus & Company, Incorporated, as the underwriter, regarding the sale of the Refunding Bonds; provided, that the Bond Purchase Agreement shall be subject to the approval of this Board, in substantial final form, before the execution and delivery thereof. Section 6. Professionals for Refundinq. This Board hereby approves and affirms, with respect to the issuance of the Refunding Bonds, the use of: (i) Richards, Watson 8� Gershon, A Professional Corporation, to act as bond counsel, (ii) Best, Best & Krieger LLP, to act as disclosure counsel, (iii) Del Rio Advisors, LLC, to act as (i iJn Vc�oiu.a Tap�a U'uiJ I'Jcs'Staff Rcpons Su:ccc�or :\fcue�-llcht RcfunJmt Paln� Dc.cn ti:\ �'_017 icfund�ng � S�\ n>o �ppio�mg hou>ing IwnJ� Joit RESOLUTION NO. SA-RDA 059 financial advisor, and (iv) Keyser Marston Associates, Inc, to act as fiscal consultant. The Authorized Officers are authorized to execute, on behalf of the Successor Agency, agreements to effectuate the engagement of such firms for this refunding. Section 7. Other Acts. The members of this Board, the Chair, the Vice Chair, the Executive Director, the Finance Officer and all other officers of the Successor Agency, are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things (including, but not limited to, obtaining bond insurance or other types of credit enhancement, engagement of a verification agent for the defeasance escrow) which they may deem necessary or proper to effectuate the purposes of this Resolution. Any such previous action taken by such officers are hereby ratified and confirmed. APPROVED and ADOPTED this 13th day of October, 2016. ROBERT A. SPIEGEL, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (i -iJa \'crnniia �fapia-Word Po�y .C�aff Reports'Succeszoi :\gcnc�'llcbt RcYundinE�Palin ncscn S•\ - 2�17 iefunding � tiA reso approving housinu honds dor� ATTACHMENT I Indenture (in substantial final form) (see attached) G�da-\�cromca I ap�a ��ord h�Ics.Statl� Rcpun>�Su«c,>ui A�;enc� Drht Rctimding I'alm Uc�cn S:\ �:!�17 rcfunding � ti:\ rc�o appro�m� hnuaing hondc dnc� � SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATTON, as Trustce INDENTURE Datcd as of January I, 2017 Relating to $ Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds $ Successor Agency to the Palm Desert Redevelopment Agency Taxable Tax Allocation Refunding Bonds 2017 Series H-A 2017 Series H-B --------------------------------------------------- --------------------------------------------------- (1 \Nd\V�IfOpIIdTJrW\N'af1l I III�\11dII H:pom\Sueer.,or AFrn.y\Ilrht RriundingU'�Im Ikx�n SA �'_ul7 reiunJin} � h��minE mdcniurc du« TABLE OF CONTENTS Page ARTICLE I DEFINITIOI�IS; RULES OF CONSTRUCTIOIV; EQUAL SECURITY ......3 SECTION1.01 Definitions ................................................................................................3 SECTION 1.02 Rules of Construction . ............................................................................ 16 SECTION 1.03 Equal Sccurity ......................................................................................... 16 ARTICLE II TERMS OF BONDS; PROVISIONS RELATING TO EXECUTION ANDDELIVERY ......................................................................................... 17 SECTION 2.01 Authorization; Designation ..................................................................... 17 SECTION 2.02 Terms of Bonds ....................................................................................... 18 SECTION2.03 Form of Bonds . ....................................................................................... 19 SECTION 2.04 Redemption of Bonds; General Provisions Relating to Redemption. .... 19 SECTION 2.05 Execution of Bonds ................................................................................. 23 SECTION 2.06 Transfer and Registration of Bonds ........................................................ 23 SECTION 2.07 Exchange of Bonds . ................................................................................ 24 SECTION 2.08 Bond Registration Books ........................................................................24 SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds .......................................... 24 SECTION 2.10 Temporary Bonds . .................................................................................. 24 SECTION 2.1 I Validity of Bonds .................................................................................... 25 SECTION 2.12 Book-Entry System .................................................................................25 ARTICLE III ISSUANCE AND SALE OF BONDS; APPI,ICATION OF SALE PROCEEDS; DEPOSIT OF RESERVE POLICIES ....................................26 SECTION 3.01 Sale of Bonds; Allocation of Proceeds among Funds and Accounts......26 SECTION 3.02 Deposit of Reserve Policics ....................................................................27 ARTICLE IV PLEDGED TAX REVENUES; CREATION OF FUNDS ..................... SECTION 4.01 Pledge of Pledged Tax Revenues . ..................................................... SECTION 4.02 Special Fund; Receipt and Deposit of Pledged Tax Revenues; DebtService Fund . ............................................................................ SECTION 4.03 Division of Accounts for Record Keeping . ....................................... SECTION 4.04 Costs of Issuance Fund . ..................................................................... SECTION 4.05 Establishment and Maintenance of Accounts for Use of Moneys in the Debt Service Fund . .................................................... SECTION 4.06 Investment of Moneys in Funds and Accounts .................................. ARTICLE V COVENANTS OF SUCCESSOR AGENCY ................... SECTION 5.01 Punctual Payment and ROPS Filings . ......................... SECTION 5.02 No Priority; No Additional Parity BondS, Except for Refunding Bonds; Other Obligations . ......................... SECTION 5.03 Protection of Security and Rights of Owners . ............. SECTION 5.04 Extension or Funding of Claims for Interest . .............. SECTION 5.05 Records and Accounts; Continuing Disclosure. .......... SECTION 5 06 Pa ment of Claims Taxes and Other Char e5 .. 27 .. 27 .... 28 .... 29 .... 30 ... 30 ... 33 ....................... 33 ....................... 33 ........................ ........................ ........................ ........................ 34 34 34 34 35 35 . y , . � . .. ................................... SECTION 5.07 Tax Covenants . ..................................................................................... -i- (; \N��V:rom�� Tapi�\K�rtd I�Jc.�Si�ll Rrp��n.Uuccr..va ,lgcniy\Ik•M HrlunJmg�ILhn Uc„•n S,\ �'_nl7 rrlunJmg � hou.ing md.•ntur: doia TABLF OF CONTENTS (cont.) Pa�e SECTION 5.08 Further Assurances . ................................................................................ 35 ARTICLEVI TRUSTEE ............................................................................... SECTION6.01 Trustee . ............................................................................. SECTION 6.02 Indemnification ................................................................. SECTION 6.03 Limitation on Liability ...................................................... SECTION 6.04 Reliance by Trustee . ......................................................... SECTION 6.05 Merger or Consolidation ................................................... SECTION 6.06 Acceptance of Instructions by Electronic Transmission. . ................... 36 ................... 36 ................... 37 ................... 37 ................... 40 ................... 40 ................... 40 ARTICLE VII AMENDMENT OF INDENTURE ..............................................................41 SECTION 7.01 Amendment by Consent of Owners ........................................................41 SECTION 7.02 Disqualified Bonds .. ...............................................................................42 SECTION 7.03 Endorscment or Replacement of Bonds After Amendment . ..................42 SECTION 7.04 Opinion of Counsel .................................................................................42 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS SECTION 8.01 Events of Default and Acceleration of Maturities. .......... SECTION 8.02 Application of Funds upon Acceleration ......................... SECTION 8.03 Other Remedies of Owners .............................................. SECTION 8.04 Non-Waiver . .................................................................... SECTION 8.05 Actions by Trustee as Attorney-in-Fact ........................... SECTION 8.06 Remedies Not Exclusive .................................................. SECTION 8.07 Owners' Direction of Proceedings ................................... SECTION 8.08 Limitation on Owners' Right to Sue ................................ ..................... 43 ..................... 43 ..................... 44 ..................... 44 ..................... 45 ..................... 45 ..................... 45 ..................... 45 ..................... 46 ARTICLE IX DEFEASANCE ............................................................................................47 SECTION 9.01 Discharge of Indcbtedness ......................................................................47 SECTION 9.02 Unclaimed Moneys .................................................................................48 ARTICLE X BOND INSURANCE ...................................................................................48 SECTION 10.01 Payment under Bond Insurance Policy ...................................................48 SECTION 10.0? Additional Rights of Bond Insurer . ........................................................48 SECTION 10.03 Suspension of Rights of Bond Insurcr ....................................................�9 ARTICLE XI ADDITIONAL PROVISIONS RELATING TO RESERVE POLICIES ....49 SECTION 1 1.01 Draws on Reserve Policies and Repayment on Draws ...........................49 SECTION 1 1.02 Additional Righ[s of Bond Insurer as Provider of Reserve Policies. .....49 ARTICLE XII MISCELLANEOUS .....................................................................................49 SECTION 12.01 Liability of Successor Agency Limited to Pledged Tax Revenues. ................................................................................................ 49 SECTION 12.02 Benefits of Indenture Limited to Parties .................................................50 SECTION 12.03 Successor Deemed Included in All References to Predecessor ..............50 SECTION 12.04 Execution of Documents by Owners . .....................................................50 -i�- G�Na�Vrrome� T�pi��1oN I�dr.d5ialt Repon.�Jueic,wr ,�ErrkvVlrhi Hrlundme�P�lm Ik:x•n SA �'_nl7 relundin� � h��u..ing inJrmu�r Juci TABLE OF CONTENTS (cont.) Pa�e SECTION 12.05 Waiver of Personal Liability ...................................................... SECTION 12.06 Content of Certificates and Reports ........................................... SECTION 12.07 Funds and Accounts ................................................................... SECTION 12.08 Destruction of Cancelled Bonds .. .............................................. SECTION 12.09 CUSIP Numbers . ....................................................................... SECTION 12.10 Partial Invalidity ........................................................................ SECTION 12.11 Notices ....................................................................................... SECTION 12.12 Execution in Several Counterparts . ........................................... SECTION 12.13 Business Days ............................................................................ SECTION 12.14 Governing Law .......................................................................... APPEIVDIX A FORM OF 2017H-A BOND APPENDIX B FORM OF 2017H-B BOND APPENDIX C FORM OF COSTS OF ISSUANCE FUND REQUISITION ........... 51 ........... 51 ........... 51 ........... 51 ........... 5 I ........... 52 ........... 52 ........... 53 ........... 53 ........... 53 -iii- G��Ja�Vcn,mw Tap�a�N-n�S I�d.•,��wil Re��m�Su.ir.v�� Afeik�V�•M HriunJmgV'�Im Ikvr1 SA �_'n17 �clundmg � hoo.mg mScmurr duit INDENTURE This Indenture (this "Indenture"), dated as of January 1, 2017, is made and entered into by and between the Successor Agency to the Palm Desert Redevelopment Agency, a public body, organized and exis[ing under and by virtue of the laws of the State of California (the "Successor Agency"), as the successor entity to the Palm Desert Redevelopment Agency (the "Former Agency") and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the "Trustee"); RECITALS A. The Former Agency was a redevelopment agency formed pur�uant to lhe Community Redevelopment Law, set forth in Part 1 of Division 24 of the Health and Safety Code of the State of California ("HSC"). B. The Former Agency undertook a program to redevelop four project areas. C. The Former Agency and the City of Palm Desert (the "City") executed and delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the "Joint Powers Agreement"), which Joint Powers Agreement created and established the Palm Desert Financing Authority (the "Authority"). D. To �nance and refinance affordable housing projects, the Former Agency entered into the loan agreements, including the following ([ogcther, the "Prior Loan Agreements"): (i) the 2002 Housing Project Loan Agreement, dated as of August 1, 2002, hy and among the Former Agency, the Authority and BNY Western Trust Company (as succeeded by U.S. Bank National Association), as trustee, pursuant to which the Former Agency incurred a loan (the "2002 Loan"); and (ii) the 2007 Housing Project Loan Agreement, dated as of February l, 2007, by and among the Former Agency, the Authority and Wells Fargo Bank, National Association (as succeeded by U.S. Bank National Association), as trustee, pursuant to which the Former Agency incurred a loan (the "2007 Loan," and together with the 2002 Loan, the "Prior Loans") E. To provide funding for the 2002 Loan and the 2007 Loan, thc Authority issued the two series of bonds: (i) the Authority's Tax Allocation (Housing Set-Aside) Revenue Bonds, Serieti 2002, and (ii) ihe Authority's Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007. F. Pursuant to AB X 1 26 (enacted in June 2011), and thc State Supreme Court's decision in Cali/'orniu Redevelopment Associatinn, et ul. v. Ana Matnsuntos, et ul., 53 Cul. 4th 23 /(24! ]}, the �ormer Agency was dis�olved as of February 1, 2012, the SucceSsor Agency was constituted, and the Oversight Board to the Successor Agency (the "Overtiight Board") wa� established. G�N��V: runiu �fapi��N��N I�dc.�Si�ii KrpnmUuiir..�a Agrnr�V �cM RrlunJmg\I'�Im Ur.a•n �:\ 2u17 rciunJm. � h��uvnc mdrnwr: Jocr G. The Successor Agency is authorized to issue bonds (the "Bonds") to refund the Prior Loans, subject to the conditions precedent set forth in HSC Section 34177.5. H. The Bonds will consist of two series: (i) the Successor Agency's Tax Allocation Refunding Bonds, 2017 Series H-A (the "2017H-A Bonds") to refund the 2002 Loan, and (ii) the Successor Agency's Taxable Tax Allocation Refunding Bonds, 2017 Series H-B (the "2017H-B Bonds") to refund the 2007 Loan. I. The Bonds of each series will be issued under the authority of HSC Section 34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of thc California Government Code. J. Pursuant to HSC Section 34177.5 and 34180, the issuance of the Bonds is subject to thc Oversight Board's prior approval and, pursuant to HSC Section 34179(h), all Oversight Board actions are subject to review by the California State Department of Finance (the "DOF"). K. On , 2017, the Oversight Board adopted its Resolution No. _(the "Oversight Board Resolution"), approving the issuance of the Bonds. L. The DOF has issued a letter dated , 2017, confirniing the DOF's approval of Oversight Board Resolution. M. The Successor Agency has determined [hat the Bonds will be issued pursuant to this Indenture. N. The Successor Agency has determined that all acts and things have been done and performed which are necessary to make Indenture a valid and binding agreement for the security of the Bonds authenticated and delivered hereunder. NOW THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, and the interest and premium, if any, on, all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions set forth therein and in this Indenture, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants contained in this Indenture and of the purchase and acceptance of the Bonds by Owners thereof, and for other valuable consideration, thc receipt whereof is hereby acknowledged, the Successor Agency does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to timc of thc Bonds, as follows: -2- ( I�N��Vrn,mi.� I �pia�N-urJ ! dr,��i�ii Hrpnn.�>uii.•..ur �\Erm Nlk•hl N:IunJmc�l'alm I)r+rri SA �'_nl7 r.•lundm. � h��u.,mc inJrnlurr d��cr ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and the Bonds and of any cer[iticate, opinion, report, request or other document herein or therein mentioned have the meanings specified below. "2002 Loan" means the loans incurred by the Former Agency (as succeeded by the Successor Agency) pursuant to that certain 2002 Housing Project Loan Agreement, dated as of August 1, 2002. "2007 Loan" means the loans incurred by the Former Agency (as succeeded by the Successor Agency) pursuant to that certain 2007 Housing Project Loan Agreement, dated as of February l, 2007. "2017 Escrow Agreement" means the Housing Bonds Escrow Agreement, dated as of January 1, 2017, by and among the Authority, the Successor Agency, and U.S. Bank National Association, as trustee and escrow agent, pertaining to the prepayment and discharge of the Prior Loans (and the corresponding defeasance of related bondti issued by the Authority). "2017H-A Bonds" means the Successor Agency's Tax Allocation Refunding Bonds, 2017 Series H-A, issued under this Indenture. "2017H-A COI Account" means the account by that name established for the 2017H-A Bonds within the Costs of Issuance Fund by the Trustee pursuant to Section 4.05(d). "2017H-A Reserve Policv" means the [Debt Service Reserve Insurance Policy] issued by the Bond Insurer for the credit of the 2017H-A Reserve Subaccount upon issuance of the 2017H- A Bonds, which is a Qualified Reserve Account Credit Instrument. "2017H-A Reserve Subaccount" means the subaccount by that name established for the 2017H-A Bonds within the Reserve Account by the Trustee pursuant to Section 4.05(d). "2017H-B Bonds" means the Successor Agency's Taxable Tax Allc>cation Refunding Bonds, 2017 Serics H-B, issued under this Indenture. "2017H-B COI Account" means the account by that name established for the 2017H-B Bonds within the Costs of Issuance Fund by the Trustee pursuant to Section 4.05(d). "2017H-B Reserve Policv" mcans the [Debt Service Reserve Insurance Policy] issued by the Bond Insurer for the credit of the 2017H-B Reserve Subaccount upon issuance of the 2017H- B Bonds, which is a Qualified Reserve Account Credit Instrument. "2017H-B Retierve Subaccount" means the subaccount by that name established for the 2017H-B Bonds within the Reserve Account by the Trustee pursuant to Section 4.05(d). -3- (1 4J��Vrr��mi� �I'epi��R��rJ I�Jr.�St�ii krpnn.,�S�cr.•..or ,\Erncwlkhi H.iunJmg\ILIm Urx�n 5�\ �_'ul7 rciunJing � huu.ing inJrnwrr J�� "Annual Debt Service," with respect to the Outstanding Bonds for which the calculation is being made, means for each Bond Year, the sum of (1) the interest falling due on such Outstanding Bonds in that Bond Year, assuming that all Outstanding Serial Bonds are retired as scheduled and that all Outstanding Term Bonds, if any, are redeemed from the Sinking Account, as may be scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), (2) the principal amount of such Outstanding Serial Bonds, if any, maturing by their terms in such Bond Year, and (3) the minimum principal amount of such Outstanding Term Bonds required to be paid or called and redeemed in such Bond Year. "Avera�e Annual Debt Service" means the average Annual Debt Service over all Bond Years. "Authoritv" means the Palm Desert Financing Authority, a joint powers authority formed pursuant io a 3oint Exercise of Powcrs Agreement, dated as of 3anuary 26, 1989, by and between the City and the Former Agency. "Authorized Ofticer" means, with respect to the Successor Agency, the Chair (ex-nf�icio the Mayor of the City), the Vice Chair (ex-officio the Mayor Pro Tem of the City), the Executive Director of the Successor Agency (ex-�f'ficin the City Manager of the City) and the Finance Ofticer (ex-o�ic•in the Finance Director of the City), or any other officer of the Successor Agency duly authorized to act on behalf of the Successor Agency for purposes of this Indenture. "Authorized 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 (the Trustee is entitled to conclusively rely on a Written Request of the Successor Agency directing investment in such Authorized Investment as a certification by the Successor Agency to the Trustee that such Authorized Investment is a legal investment under the laws of thc State): (i) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. For purposes of this paragraph (i), "obligations the principal of and interest on which are unconditionally guaranteed by the United States of America" include without limitation tax exempt obligations of a state or a policical subdivision [hereof which have been defeased under irrevocable escrow instructions with non-callable obligations for which the full faith and credit of the United States of America are pledged for the payment of principal and interest. (ii) Bonds, debentures, notes or other evidence of indebtedness issucd or guaranteed by any of the following federal agencies, provided such obligations are backed by the full faith and credit of the United States of America (provided that stripped securities are only permitted if they have been stripped by the agency itseln: (a) U.S. Export-[mport Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership (b) Fariners Home Administration (FmHA) Certi("icates of beneficial ownership -4- ll �W��Vrr��mia l�apia�N�oN Iilr.�ii�il Hrpum��urn•.�nr ngrni��lk•�i RrlunJing�P.ilm IA•4•rt >A �:u17 rrlunJing � h��u..ing inJcnmr.• Jor� (c) Federal Financing Bank (d) Federal Housing Administration Debentures (FHA) (e) General Services Administration Participation certifcates (� Government National Mortgage Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (g) U.S. Maritime Administration Guaranteed Title XI financing (h) U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debcntures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds (iii) Bondti, debcntures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (provided that stripped securities are only permitted if they have been stripped by the agency itsel�: (a) Federal Homc Loan Bank System Senior debt obligations (b) Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac") Participation Certificates Senior debt obligations (c) Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations (d) Resolution Funding Corp. (REFCORP) obligations (iv) Money market funds, including funds for which the Trustee or its affiliates provide investment advisory or othcr managemcnt services, rcgistered under the Federal lnvestment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of "Aam" or "AAm-G" by S&P, or better; provided, that such money market funds are invested solely in U.S. Treasury, U.S. government agencies or U.S. local govcrnment obligations. (v) Certificates of deposit secured at all times by collateral described in paragraph (i) and/or paragraph (ii) above; provided that such certificates must be issued by commercial banks (including the Trustee and its affiliates), savings and loan associations or mutual savings banks and provided further that thc collateral must be held by a third party and the Trustee on behalf of the Owners must have a perfected first security interest in the collateral. -5- li �rJ��Cra�mi� fap��w��rJ I dr.�Suii N:�m��iuecr�wr.4grrr�yH�rni H.•IunJmgV'ahn Ilru•ri ]� '_ul7 rrlunJmg � hnu�mg mJrnmrr J��it (vi) Repurchase Agreements for 30 dayti or less must follow the following criteria. Repurchase Agreements which exceed 30 days must be acceptable to the Bond Insurer. Purchase agreements that provide for the transfer of �ecurities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities iirm must repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. (vii) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by the Federal Deposit Insurance Corporation, including BIF and SAIF, and including those of the Trustee and its affiliates. (viii) Investment agreements, including guaranteed investment contracts, forward purchase agreements and reserve fund put agreements acceptable to the Bond Insurer. (ix) Commercial paper rated, at the time of purchase, "Prime - l" by Moody's and "A- I" or better by S&P. (x) 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. (xi) Federal funds or bankers acceptances with a maximum term of one year of any bank (including the Trustee and its affiliates) which has an unsecured, uninsured and unguaranteed obligation ra[ing of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or bettcr by S&P. (xii) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds; (xiii) Any state administered pool investment fund in which the Successor Agency is statutorily permitted or required to invest will be deemed a permitted investment, including, but not limited to the Local Agency Investment Fund in the treasury of the State; or (xiv) Shares of beneficial interest issued by the California Asset Management Trust, a common law trust established under the laws of the State. "Book-Entry Bonds" means Bonds rcgistered in the name of ihe Nominee of a Depository as the Owner thereof pursuant to the terms and provisions of Section 2.12 of this Indenture. "Bond Insurance Policv" means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. "Bond Insurer" means , a or any successor thereto or assignee thereof. -6- l � 4d��V. n�mca Tepia�RorJ I�dr��i�el� Rrpun.�tiu«r�wr n�rne��lh•M Rclundmg\I'elm Ik.v�n 5:� �?nl7 rciunJmg � huu.ing mdrnwrr J��i� "Bond Year" means each twelve month period extending from October 2 in one calendar year to October 1 of the succeeding calendar year, both dates inclusive; except that the first Bond Year shall extend from the Clotiing Date to October 1, 2017. "Bond Year Requirement" has the meaning given to such term in Section 4.02(�. "Bonds" means together, the 2017H-A Bonds and the 2017H-B Bonds. "Book-Entry Bonds" means the Bonds registered in the name of the nominee of DTC, as the registered owner thereof, pursuant to the terms and provisions of Section 2.12. "Business Day" means a day other than: (i) a Saturday or a Sunday or (ii) a day on which the banks located in the city where the corporate trust office of the Trustee is located are required or authorized to remain closed. "Certificate of the Successor Agency" means an instrument in writing signed by an Authorized Officer of the Successor Agency. "Citv" means the City of Palm Desert, California. "Closin�ate" means January , 2017. "Code" means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. "Consultant's Re�ort" means a report signed by an Independent Financial Consultant or an Independent Redevelopment Consultant, as may be appropriate to the subject of the report, and including: (1 } 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; (2) a brief statement as to the nature and scope of the examination or investigation upon which the report is based; (3) a statement that, in the opinion of such person or firm, sufticicnt examination or investigation was made as is necessary to enable said Independent Financial Consultant or Independent Redevelopment Consultant to express an informed opinion with respect to the subject matter referred to in the report. "Continuing Disclosure Agreement" means the continuing disclosure undertakings of the Successor Agency with respect to the Bonds in connection with Securities Exchange Commission Ru1e 15c2-12, as originally executed and as the same may be amended and supplemented from time to time in accordance to the terms thereof. "Costs of Issuance Fund" means the fund by that name held by the Trustec pursuant to Section 4.04. -7- (1 �Na�Vcn�mu �I��pi��RoN I ilr.\1i�u Krpnn,\Suii:...��r ,�gerkvUti•hi krlundmgH'elm I A•ti•rt SA �'nl7 rciunJmg � �ou.mg mdrmur.• d��et "Countv" means the County of Riverside, California. "County Auditor-Controller" mean� the Auditor-Controller of the County. "Debt Service Fund" means the Series-H Debt Service Fund held by the Trustee pursuant to Scction 4.02. "Depository" means any securities depository acting as Depository pursuant to Section 2.12 of this Indenture. "Dissolution Act" means Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the HSC, as previously amended and as the same may be further amended from time to time. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "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 Icngth 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 the value of which is determined 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) the value of which is determined 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 applicahle regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State, but only if at all times during which the investment is held its yicld is reasonably expected to be equal to or greater than the yield on a rcasonably comparable direct obligation of the United States of America. "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness, or other evidences of indebtedness secured by the full faith and credit of the United States of America; and also any securitie� now or hereafter authori�ed both the interest on and principal of which are guaranteed directly by the full faith and credit of the United States of America, as and to the extent that such securities are eligible for the legal investment of Successor Agency funds. "Fiscal Year" means the period commencing on July 1 of each year and terminating on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the Successor Agency as its Fiscal Year in accordance with the Law and identitied in writing to the Trustee. -8- (��rda�V.•r��mee fepia�K-��rJ I�dr.d�iall R.•pon.\�ucc.•..�,r ��c.•rk�-�Urhi R.•lundmg\I'�Im 11rvn SA �_'��17 rrlunJine � hou.mc inJcmmr Joeti "Former A�encY" means the former Palm Desert Redevelopment Agency, a redevelopment agcncy established and existed under the Law, which was dissolved on February 1, 2012 pursuant to the Dissolution Act. "HSC" means the Health and Safety Code of thc State. "Indenture" means this Indenture, as may be amended from time to time in accordance with thc terms hereof. "Independent Certified Public Accountant" means any certified public accountant or tirm of such accountants duly licensed and entitled to practice and practicing as such under the law, of the State of California, appointed and paid by the Successor Agency, and who, or each oC whom: (1) is in fact independent and not under the domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency; and (3) is not connected with the Successor Agency as a member, officer or employee of the Successor Agency, but who may be regularly retained to make annual or other audits of the books of or reports to the Successor Agency. "Independent Financial Consultant" means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the Successor Agency and who, or each of whom: (1) is in fact independent and not under the domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency; and (3) is not connected with the Successor Agency as a member, ofiicer or employee of the Successor Agency, but who may be regularly retained to make annual or other reports to the Successor Agency. "Independent Redevelopment Consultant" means a consultant or firm of such consultants generally recognized to be well qualitied in the field of con�ulting relating to tax allocation bond financing by California redevelopment agencies, appointed and paid by the Successor Agency, and who, or each of whom: (1) is in fact independent and not under the domination of the Successor Agency; (2) does not have any suh�tantial interest, direct �r indirect, with the Successor Agency; and -9- 114J��'rronii� Iapu�N-�iN I�dr.\\I�II Rrp��n,�tiurr.,.,�r Agcnc��lkhi RrtunJing�P�lm fk•..rn J�� '_nl7 rclunding � hou�ine inJcnlurr Jue� (3) is not connected with the Successor Agency as a member, officer or employee of the Successor Agency, but who may be regularly retained to make annual or other reports to the Successor Agency. "Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.or�; provided, however, in accordance with then current guidelines of the Securities and Exchange Commission, Information Services shall mean such other facilities or organizations providing information with respect to called bonds as may be designated to the Trustee in writing. "Interest Account" means the account by that name within the Debt Service Fund held by the Trustee pursuant to Section 4.05(a). "Interest Payment Date" means, with respect to the Bonds, each April I or October 1, on which interest on the Bonds is scheduled to be paid, commencing [April] 1, 2017. "Law" means the Community Redevelopment Law of the State of California (being Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended), and all laws amendatory thereof or supplemental thereto, including the Dissolution Act. "Letter of Representations" means the Blanket Issuer Letter of Representations, dated , 2017, from the Successor Agency to the Depository, qualifying bonds issued by the Successor Agency for the Depository's book-entry system as originally executed or as it may be supplemented or revised or replaced by a letter to a substitute deposirory. "Maximum Annual Debt Service" means, with respect to the Outstanding Bonds for which the calculation is being made, the largest Annual Debt Service durin� the period from the date of calculation through the final maturity date of such Bonds. "Moody's" means Moody's Investors Service and iis successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency. "Nominee" means Cede & Co., or another nominee of the Depository, which may be the Depository, as delermined from time to time pursuant to Section 2.12 of this Indenture. "Obligations" means obligations of the Successor Agency and includes, without limitation, bonds, notes, interim certifcates, debentures or other obligations. "Outstandin�" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.02) all Bonds except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trutitee for cancellation; - I 0- (1 ��d��r��m�s �fap�a\N„�nl I�dr,�ti��R RcM�n.�Sueor.or ,\g:n.cUlct�� R.•wnJ�n,�l'alm Ile.crt CA 2u17 rciundine � hou.mg mJrnwrc J�k� (2) Bonds paid or deemed to have becn paid within the meaning of Section 9.01; and (3) Bonds in lieu of or in substitution for which other Bonds shall have hcen authorized, executed, issued and delivered by the Successor Agency pursuant to the Indenture. "Oversight Board" means the oversight board to the Successor Agency established pursuant to HSC Section 34179. "Owner" means the registered owner of any Outstanding Bond according to the registration books held by the Trustee pursuant to Section 2.08. "PA 1 Redevelopment Plan" means the redevelopment plan for the Project Area No. 1, As Amended, adopted and approved by Ordinance No. 80, adopted by the City Council of the Ciry on July 16, 1975, and together with all amendments thereto (including pursuant to Ordinance No. 157 adopted on March 24, 1977, Ordinance No. 166 adopted on August 25, 1977, Ordinance No. 275 adopted on November 25, 1981, Ordinance No. 324 adopted on Octoher 13, 1983, Ordinance No. 397 adopted on November 29, 1984, Ordinance No. 484 adopted on December 11, 1986, Ordinance No. 589 adopted on December 7, 1989, Ordinance No. 628 adopted on January 24, 1991, Ordinance No. 629 adopted on January 24, 199 I, Ordinance 765 adopted on December 8, 1994, Ordinance No. 1035 adopted on February 27, 2003 and Ordinance No. 1082 adopted on December 9, 2004). "PA 2 Redevelopment Plan" means the Redevelopment Plan for the Project Area No. 2, adopted and approved by Ordinance No. 509, adopted by the City Council of the City on July I5, 1987, and together with all amendments thereto (including pursuant to Ordinance 766 adopted on December 8, 1994, Ordinance No. 1036 adopted on February 27, 2003, and Ordinance No. 1083 adopted on December 9, 2004). "PA 3 Redevelopment Plan" mcans the Redevelopment Plan for the Project Area IVo. 3, adopted and approved by Ordinance No. 652, adop�ed by the City Council of the City on July 17, 1991, and together with all amendments thereto (including pursuant to Ordinance 767 adopted on December 8, 1994, Ordinance No. 1062 adopted on February 27, 2003 and Ordinance No. 1084 adopted on December 9, 2004). "PA 4 Redevelopment Plan" means the Redevelopment Plan for the Project Area IVo. 4, adopted and approved by Ordinance No. 724, adopted by the City Council of the City on July 19, 1993, and together with all amendments thereto (including pursuant to Ordinance 768 adoptcd on December 8, 1994, Ordinance No. 1063 adopted on February 26, 2004 and Ordinance No. 1085 adopted on December 9, 2004). "Parity Obli at�ons" means any Obligations incurred pursuant to Section 5.02 payable from, and secured by a lien on and pledge of, Pledged Tax Revenues on a parity with the Bonds. "Parity Reserve Accounts" means the debt service reserve account(s), if any, to be established and maintained for Parity Obligations, as rcquired by thc indenturc (�r similar instrument) governing the Parity Obligations. -11- (� �Wa��'.rnnna T�pia�N'vN I�dr.\Staii R.pnrt..�luiir.,��r AgrncNlkhi RcwnJingH'alm Ucti�ri 1,\ �'_ul7 rrlundmg � hou.mc mJcntur� d��it "Participants" means those broker-dealers, banks and other financial institutions from time to time for which thc Depository holds Book-Entry Bonds as securities depository. "Pass-Through Agreements" means, collectively, the following agrecments entered into by the Former Agency pursuant to Section 33401 of [he Law: (A) with respect to Project Area No. 1, As Amended —(i) the County of Riverside, (ii) the Coachella Valley Mosquito Abatement District, (iii) the Coachella Valley Recreation and Park District, (iv) the Coachella Valley Water District, (v) the Desert Community College District, (vi) the Desert Sands Unified School District and (vii) the Riverside County Superintendent of Schools; (B) with respect to Project Area No. 2—(i) the County of Riverside, (ii) the Coachella Valley Community College District, (iii) the Coachella Valiey Mosquito Abatement District, (iv) the Desert Sands Unified School District, (v) the Palm Springs Unified School District and (vi) the Riverside County Superintendent of Schools; (C) with respect to Project Area No. 3—(i) the County of Riverside, (ii) the Coachella Valley Mosquito Abatement District, (iii) the Coachella Valley Recreation and Park District, (iv) the Coachella Valley Water District, (v) the Desert Community College District, (vi) the Desert Sands Unified School District and (vii) the Riverside County Superintendent of School; and (D) with respect to Project Area No. 4—(i) the Desert Sands Unified School District, (ii) the Desert Community College District, (iii) the Coachella Valley Mosquito Abatement District, (iv) the Coachella Valley Recreation and Park District, (v) the Coachella Valley Water District, (vi) the Coachella Valley Resource Conservation Center and (vii) the Riverside County Superintendent of Schools District (sic). "Pledged Tax Revenues" means the portion of the Tax Revenues reyuired to be deposited by the County Auditor-Controller into the RPTTF that is equal to thc dollar amount that the Former Agency would have been required to deposit into the Low and Moderate Income Housing Fund pursuant to Secti�ns 33334.2 and 33334.3 of the Law, if the Former Agency had not been dissolved and such provisions were applicable in each fiscal year that the Bonds remain Outstanding. "Principal Account" means the account by that name within the Debt Service Fund held by the Trustee pursuant to Section 4.05(b). "Principal Payment Date" means each October 1 on which principal of any Bond is scheduled to be paid. "Principal Reserve" has the meaning given to such term under Section 4.02. "Prior Loans" means, together, the 2002 Loan and the 2007 Loan. -12- �1 \��}�\�'en.m�e �Cap�a\V:nrd ill�•�\11�1f R:p��n.�tiu..r,.�,r :\geniyU)cM µriundingU'alm Ikvn �� 2��17 reiundme h�,uvng indrnmie doc� "Project Area No. 1, As Amended" means the project area described and defined in the PA 1 Redevelopment Plan. "Project Area No. 2" means the project area described and defined in the PA2 Redevelopment Plan. "Project Area No. 3" means the project area described and det7ned in the PA3 Redevelopment Plan. "Project Area No. 4" means the project area described and defined in the PA4 Redevelopment Plan. "Project Areas" means, collectively, Project Area No. 1, As Amended, Project Area No. 2, Project Area No. 3 and Project Area No. 4. "Qualified Reserve Account Credit Instrument" means an irrevocable standby or direct- pay letter of credit, surety bond or insurance policy issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.05(d), provided that all of the following requirements are met: (i) at the time of issuance of the instrument, the long-term credit rating of such bank is within the two highest rating categories (without regards to any numerical or "+/-" modifier) of Moody's or S&P, or the claims paying ability of such insurance company is rated within the two highest rating categories (without regards to any numerical or "+/-" modifier) of S&P or A.M. Best & Company, or if any of the Bonds are insured, the long- term credit rating of such bank or claims paying ability of such insurance company is at least as high as the insured rating of the Bonds; (ii) such letter of credit, surety bond or insurance policy has a term which ends no earlier than the last Interest Payment Date of the Bonds to which the Reserve Requirement applies; (iii) such letter of credit, surety bond or insurance policy has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.05(d); and (iv) the Trustee is authorized pursuant to the terms of such letter of credit, surety hond or insurance policy to draw thereunder amounts necessary to carry out the purposes specified in Section 4.05(d), including thc replenishment of the Interest Account, the Principal Account or the Sinking Account. Bonds. "Rebate Amount" has the meaning ascribed to it in the Tax Certificate relating to the "Record Date" means, with respect to any Interest Payment Date, the fifteenth calendar day of the month immediately preceding such Interest Payment Date, whether or not such day is a Business Day. "Redevelopment Obligation Retirement Fund" means the fund by that name established and held by the Successor Agency pursuant to HSC Section 34170.5. "Refundin� Bond Law" means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Govcrnment Code of the State. "Reserve Account" means the account by that name within the Debt Service Fund held by the Trustee pursuant to Section 4.05(d). -13- G\rJ�\�'rr��nii� I��pi�\N,ud I dc.�5t�it Rrpon.\Ju..r.,.,��r Agrnc}�Ih�hi Hrlundmg\I'�Im I)r..•rt SA �:u17 rrtunJmc � hou,ine inJ.niurc d�,e� "Reserve Policies" means the 2017H-A Reserve Policy and the 2017H-B Reserve Policy. "Reserve Subaccount" means either of the 2017H-A Reserve Subaccount or the 2017H- B Reserve Subaccount. "Reserve Requirement" means, for each series of Bonds, as of the date of calculation, an amount equal to the least of (i) ten percent of the sum of the original stated principal amounts of the Bonds of such series at issuance, (ii) 125 percent of Average Annual Debt Service of the Outstanding Bonds of such series or (iii) Maximum Annual Debt Service of the Outstanding Bonds of such series. "ROPS" means a Recognized Obligation Payment Schedule, prepared by the Successor Agency pursuant to the Dissolution Act (including HSC Section 34177 and Section 34191.6), on which the Successor Agency's anticipated payments for enforceable obligations for the upcoming ROPS Payment Period(s) are listcd. "ROPS Period" means the annual fiscal period (commencing on each July 1) covered by a ROPS; provided that if the Dissolution Act is hereafter amended, such that each ROPS cover� a fiscal period of a different length, then "ROPS Period" shall mean such other fiscal period per the Dissolution Act, as amended. "ROPS Payment Period" means the six month fiscal period (commencing on each January 1 and July 1) during which moneys distributed on a RPTTF Distribution Date are permitted to be expended under the Dissolution Act; provided that if the Dissolution Act is hereafter amended, such that each ROPS Payment Period covers a fiscal period of a different length, then "ROPS Payment Period" shall mean such other fiscal period per the Dissolution Act, as amcndcd. "RPTTF" means the Redevelopment Property Tax Trust Fund established and held by the County Auditor-Controller pursuant to HSC Section 34172(c) and 34170.5, into which the property tax revenues that would have been allocated to the Former Agency pursuant to subdivision (b) of Section 16 of Article XVI of the Constitution of the State are deposited and administered in accordance with the provisions of the Dissolution Act. "RPTTF Disbursement Date" means each January 2 and June 1(or such other date(s) as provided in the Dissolution Act) on which the County Auditor-Controller is required pursuant to the Dissolution Act to disburse moneys deposited in the RPTTF to the Successor Agency f�or payment on enforceable obligations pursuant to an approved ROPS. "S&P" means S&P Global Ratings, its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Succe�sor Agency. "Securities DepositorX" means The Depository Trust Company, 55 Water Street, New York, New York 10041, or such other addresses provided by the DTC; or in accordance with then applicable guidelines of the Securities and Exchange Commission, such other securities depository or no security depository, as designatcd to the Trustee in writing. -14- (��Ne��'rromi� I�apia\N-urJ I ilc.��i�ll Hrpun.\5uri.•.,ur .4errky\I �rht KclunJm�U'�Im Ilcx•n �.1 �=��17 rrwnJmg � hnu,ing inJ��murc doi� "Serial Bonds" means Bonds for which no mandatory sinking account payments are providcd. "Sinking Account" means the account by that name within the Debt Service Fund held by the Trustee pursuant to Section 4.05(c). "Sinkin� Account Installment" means the amount of money required by or pursuant to this Indenture to be paid by the Successor Agency on any single date toward the retirement of any particular Term Bonds on or prior to their respective stated maturities. "Sinking Account Payment Date" means any date on which Sinking Account Installments on any Term Bonds are scheduled to be paid. "Special Fund" means the Series-H Special Fund held by the Successor Agency pursuant to Scction 4.02. "State" means the State of California. "State Department of Finance" means the California Department of Finance. "Successor A e�ncX" means the Successor Agency to the Palm Desert Redevelopment Agency, which was established pursuant to the Dissolution Act as the successor to the Former Agency. "Supplemental Indenture" means any indenture then in full force and effect which has been entered into by the Successor Agency and the Trustee, amendatory of or supplemental to this Indenture; but only if and to the extent that such Supplemental Indenture is specifically authorized under this Indenture. "Tax Certificate" means the Certificate Regarding Compliance with Certain Tax Matters (or similar document) pertaining to the use and investment of proceeds of the 2017H-A Bonds, executed and delivered by an Authorized Officer of the Successor Agency on the Closinb Date, including any and all exhibits and attachments thereto. "Tax-Exempt" means, with respect to interest on any obligations of a state or local government, including the interest on the Tax-Exempt Bonds, that such interest is excluded from gross income for federal income tax purposes whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating tax liabilities, including any alternative minimum tax, under the Code. "Tax Revenues" has the following meaning: (a) All property taxes dcposited from time to time into the RPTTF (consisting of all property tax revenues that would have been allocated to the Former Agency pursuant to subdivision (b) of Section 16 of Article XVI of the Constitution of the State and that are deposited and administered in accordance with the provisions of the Dissolution Act). -15- G kd��-rromre i�pw�K��W hdr.\Sian Rap��n.�Wnc..��r A�rnr}Uh•M Hriundm.�l'�Im Iktivt jA �'_��I7 rrlundmc � hnu�inF mJcmurr Juei (b) In the event that the provisions of the Dissolution Act are invalidated because of a final judicial decision or a change in law, such that property tax revenues described above are in longer deposited into the RPTTF, then Tax Revenues shall mean all revenueti derived from taxes levied on properties that would have been allocated to the Former Agency pursuant to Section 16(b) of Article XVI of the California Constitution. "Term Bonds" means Bonds which are payable on or before their specified maturity dates from mandatory sinking account payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. "Total Maturity Amount" means with respect to any Outstanding Bond, the aggregate principal amount thereof. "Trust Offce" means the corporate trust office of the Trustee at the address set forth in Section 12.11; provided, however, for transfer, registration, exchange, payment and surrender of Bonds, "Trust Office" means the corporate trust office of U.S. Bank National Association in St. Paul, Minnesota, or such other office designated by the Trustee from time to time. "Trustee" means U.S. Bank National Association, and its successors and assigns, or any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01. "Underwriter" means Stifel, Nicolaus & Company, Incorporated. "Written Request of the Successor AgencX" means an instrument in writing signed by an Authorized Officer of the Successor Agency. SECTION 1.02 Rules of Constructi (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections in and the table of contents of this Indenture are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) Unless otherwise indicated, all references herein to "Articles", "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words "herein", "hereof', "hereby", "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. SECTION 1.03 Equal SecuritX. In consideration of the acceptance of the Bonds by the Owners thereof, the Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Trustee for the benefit of Owners from time to time of all Bonds itisued under this Indenture and then Outstanding to secure the full and final payment of the -16- Ii.�IIId\YCfUplt:d Id�1W\Wufll I dr��tii�ll Rrpon.,\Suee.•..��r.lgrrrv�Urhi Rriunding�l'alm Ilr..•n iA ?��I7 relunJing h��u.mg mdrmur:.doi� interest on and principal of and redemption premiums, if any, on all Bonds authorized, executed, issued and delivered under this Indenture; and the agreements and covenants set forth in this Indenture 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 Bonds over any other Bonds, subject to the agreements, conditions, covenants and provisions contained in this Indenture. ARTICLE II TERMS OF BONDS; PROVISIONS RELATING TO EXECUTION AND DELIVERY SECTION 2.01 Authorization; Desi n�tion. (a) The Successor Agency has reviewed all proceeding� heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the issuance of the 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 authorized pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Successor Agency hereby authorizes the issuance of the 2017H-A Bonds for the purpose of refunding the 2002 Loan and the issuance of the 2017H-B Bonds for the purpose of refunding the 2017H-B Loan�. (b) The Successor Agency may at any time execute and deliver the 2017H-A Bonds, designated the Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds, 2017 Series H-A, authorized to be issued under this Indenture, in the aggregate principal amount of Dollars ($ ). Upon the Written Request of the Successor Agency, the Trustee shall authenticate and deliver thc 2017H-A Bonds. (c) The Successor Agency may at any time execute and deliver the 2017H-B Bonds, designated the Successor Agency to the Palm Desert Redevelopment Agency Taxable Tax Allocation Refunding Bonds, 2017 Series H-B, authorized to be issued under this Indenture, in the aggregate principal amount of Dollars ($ ). Upon the Written Request of the Successor Agency, the Trustee shall authenticate and deliver the 2017H-B Bonds -17- (1 �rJ��V,romi� �I��pia�N-nrJ I�dr.�li�ll R:pan.�iuric..��r �ccnc�\I kht K.•iunJmg�P�lm I A�x�n 1:\ �:u17 rrlundmg � h��u.ing inJcnwrc Jnc� SECTION 2.02 Terms of Bonds. (a) The 2017H-A Bonds shall be dated as of the Closing Date, shall mature on October I in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at thc rates, as follows: Year Principal Interest (October 1) Amount Rate (b) The 2017H-B Bonds shall be dated as of thc Closing Date, shall mature on October 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows: Year Principal Interest (October 1) Amount Rate (c) The Bonds of each series shall be delivered in fully registered form, numbered from one upwards in consecutive numerical order, and shall be executed and delivered in the denominations of $5,000 or any integral multiple thereof (d) Each Bond of each series shall bear interest from the Interest Payment Date immediately preceding the date of authentication thereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, -18- (�� rda��':n�mc� T�pw\K��rJ I dc:\]I�II Rcp��n..\W�c:..nr AgrncNUrM R.•IunJm}V'alm Ik•ti�n i.4 � 2u17 rrwnJmg � h��u.,mg mdrnturr d�,rt that if, at the time of authentication of any Bond, interest with respect to such Bond is in default, such Bond shall bear interest from the Interest Payment Date to which interest has been paid or made available for paymcnt with respect to such Bond. Interest with respect to any Bond shall bc payable in lawful money of the United States of America on each Tnterest Payment Date to the Owner thereof as of the close of business on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail or draft on the Interest Payment Date to the Owner at such Owner's address as it appears, on such Record Date, on the bond regislration books maintained by the Trustee; provided, however, that at the written request of the Owner of Bonds in the aggregate principal amount of $1,000,000 or more iiled with the Trustee prior to any Record Date, interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by transfer of immediately available funds to an account in the United States designated in such written request. Payments of defaulted interest with respect to the Bonds shall be paid by check to the Owners of the Bonds as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the registered Owners of the Bonds not less than ten days prior to such special record date. The principal of and premium, if any, on the Bonds are payable when due at the Trust Office in lawful money of the United States of America. (e) Notwithstanding the foregoing provisions of this Section 2.02, payments with respect to Book-Entry Bonds shall be subject to the Depository's procedures pursuant to Section 2.12. SECTION 2.03 Form of Bonds. (a) The 2017H-A Bonds, the certificate of authentication and the assignment to appear thereon shall be substantially in the forms attached as Appendix A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Indenture. (b) The 2017H-B Bonds, the certificate of authentication and the assignment to appear thereon shall be substantially in the forms attached as Appendix B, with necessary or appropriatc variations, omissions and insertions as permitted or required by this Indenture SECTION 2.04 Redemption of Bonds; Gencral Provisions Relatin�to Redemption. (a) Optional Redemption. (1) The 2017H-A Bonds maturing on or beforc October 1, 20_ shall not be subject to optional redemption prior to their maturity. The 2017H-A Bonds maturing on or after October l, 20_ shall be subject to redemption as a whole or in part from such maturities as the Successor Agency 1ha11 designate (which notice of designation shall be delivered to the Trustee no later than 45 days prior to the redemption date, or such shorter period as agreed to by the Trustee in its discretion), prior to their maturity at the option of the Successor Agency on any date on or after October 1, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to [ 100] percent of the principal amount of the 2017H-A Bonds to be redeemed, together with interest accrued thereon t� the date fixed for redemption, without premium. -19- (1 Vd��':n�mea T�pie�K��N I dr.�lieil Hrpnn.,�Su�e.,.or �lgarr�V)rhi Rrlundm�H'alm Ilrti•n �� '_ul7 rriunJin. � h��u�ing mJcnlurr J��it (2) The 2017H-B Bonds maturing on or before October 1, 20_ shall not be subject to optional redemption prior to their maturity. The 2017H-B Bonds maturing on or after October 1, 20_ shall be subject to redemption as a whole or in part from such maturities as the Successor Agency shall designate (which notice of designation sha11 be delivered to the Trustee no later than 45 days prior to the redcmption date, or such shorter period as agreed to by the Trustee in its discretion), prior to their maturity at the option of the Successor Agency on any date on or after October 1, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to [] 00] percent of the principal amount of the 2017H-B Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without prcmium. (b) Mandatory Sinking Account Redemption. (1) The 2017H-A Bonds maturing on October I, 20_ and October 1, 20_ are also subject to redemption prior to their stated maturity, in part by lot, from Sinking Account Installments deposited in the Sinking Account on October 1 of each year commencing October 1, 20_ and October 1, 20_, respectively, at the principal amount thereof and interest accrued thereon to the date fixed for redemption, without premium, according to the following schedules: 2017H-A Bonds maturin� October 1, 20 Redemption Date Sinking Account (October 1) Installment 20_ (Maturity) 2017H-A Bonds maturin� October l, 20 Redemption Date Sinking Account (October 1) Installment 20_ (Maturity) (2) The 2017H-B Bonds maturing on October 1, 20_ and October I, 20_ are also subject to redemption prior to their stated maturity, in part by lot, from Sinking Account In�tallments deposited in the Sinking Account on October l of each year commencing October I, 20_ and October 1, 20_, respectively, at the principal amount thereof and interest -20- (1 �Na�Vrrnniie T�pia�N��J I�dr,�Si�li Rrp��n.�Suiir.,rn ,\grne��lk•hl H� IunJing�l'�Im Ik.��n S,\ �'_��17 r.lundine � h��u.ine mJcnmrr J��e� accrued thereon to the date fixed for redemption, without premium, according to the following schedules: 2017H-B Bonds maturing October 1, 2Q Redemption Date Sinking Account (October I ) Installment 20_ (Maturity) 2017H-B Bonds maturing October 1, 20 Redemption Date Sinking Account (October 1) Installment 20_ (Maturity) (c) General Redemption Provisions (1) Selection of Bonds. With respcct to the redemption of Outstanding Bonds of any scries, whenever less than all of such Bonds of a maturity are called for redemption at any one time, the Trustee shall select the Bonds to be redeemed from the Outstanding Bonds of such series and maturity not previously selected for redemption, by lot; Qrovided, that if les� than all of the Outstanding Term Bonds of any maturity and series are called for optional redemption, each future Sinking Account Installment with respect to such Term Bonds will be reduced on a pru rutu basis (as nearly as practicable) in integral multiples of $5,000, so that thc total amount of Sinking Account Installment payment� (with respect to such Term Bonds) to be made after the optional redemption shall be reduced by an amount equal to the principal amount of the Term Bonds so redeemed, as shall be designated by the Successor Agency to the Trustee in writing. (2) Purchasc in Licu of Redemption. In lieu of redemption of any Term Bond, upon the Written Request of the Successor Agency, the Trustee may apply amounts on deposit in the Debt Service Fund or the Sinking Account at any time, for the purchase of such 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 lnterest Account) as the Successor Agency may determine in its discretion, but not in excess of the principal amount thereof. No Bonds shall be so purchased by the Trustee with a seltlement date more than 60 days prior to the redemption date. The principal amount of any Term Bonds so purchased by the -21- (1 �W��:n�iu�� Iap�a��ti��iJ I ilc.,�itaii K.p�m.�luccr..ur Agene��l7rhi Kriumhne\Pelm I�•Kri ti:\ �'_ul7 rrlunJing � h��u�mg inJrnturr Jn�i Trustee in any 12 month period ending 30 days prior to any Principal Payment Date in any year shall be credited towards and shall reduce the principal amount of such Term Bonds required to be redeemed on such Principal Payment Date in such year. (3) Notice. Notice of redemption shall be sent by first class mail (or with respect to notices to be received by DTC or its nominee, the Information Services or the Securities Depository, by such transmission method as acceptable to such entity) by the Trustee, on behalf and at the expense of the Successor Agency, not more than 60 days and not less than 30 days before the redemption date to: (i) the respcctive Owners of Bonds designated for redemption at their addresses appearing on the bond registration books of the Trus[ee, (ii) the Information Services, and (iii) the Securities Depository. Each notice of redemption shall state the date of such notice, the Bonds to be redeemed, the series designation the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity are to be redeemed, the distinctive certificate numbers of the Bonds of� such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of such Bonds the redemption price thereof or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption notice. If, at the time that the notice redemption is sent to the Owner, the Successor Agency has not deposited with the Trustee sufficient funds to pay the redemption price and accrued interest, in full, with respect to the Bonds being called, the notice shall expressly state that the redemption is conditioned upon the Successor Agency's deposit of funds on or before the redemption date. Failure by the Trustee to give notice pursuant to this Section to the Information Services or Securities Depository, or the insufficiency of (or the defect in) any such notice shall not affect the sufficiency of the proceedings for redemption. The failure of any Owner to receive any redemption notice sent to such Owner and any defect in the notice so sent shall not affect the sufficiency of the proceedings for redemption. (4) Partial Redemption. Upon surrender of any Bond redeemed in part only, the Successor Agency shall execute (manually or by facsimile) and the Trustee shall authenticate and deliver to the Owner of such Bond, at the expense of the Successor Agency, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered and of the same interest rate, the same maturity and the same series designation. A partial redemption shall be valid upon payment of the amount required to be paid to the registered owner, and the Successor Agency and the Trustee shall be released and discharged from all liability to the extent of such payment. (5) Right to Rescind. The Successor Agency shall have the right to rescind any optional redemption by written notice of rescission. Any notice of optional redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption. Neither such cancellation nor lack of available funds �hall constitute an Event of Default under this -22- (1 �rJe��rn�mre Tepi��N�,�N f�dr.�itaii Rr�*�n.��u�er..nr �grn.��llehi Rriundin.�P�lm I kx•n S,\ �'_��17 rriunJmg � hou.ing inJrnture Joe� Indenture. The Trustee will send notice of rescission of such redemption in the same manner as thc original notice of rcdemption was sent. (6) Effect of Redemption. From and after the date fixed for redemption, if notice of such redemption shall have been duly given and funds available for the payment of such redemption price of the Bonds so called for redemption shall have been duly provided, no interest shall accrue on such Bonds from and after the redemption date specified in such notice. Such Bonds, or parts thereof redeemed, shall cease to be entitled to any lien, benefit or security under the Indenture. All Bonds redeemed pursuant to the provisions of this Section shall bc canceled by the Trustee and the Trustee shall upon Written Request of the Successor Agency deliver a certificate of destruction to the Successor Agency. SECTION 2.05 Execution of Bonds. The Chair (or in the Chair's absence, the Vice Chair) of the Successor Agency is hereby authorized and directed to execute each of the Bonds on behalf of the Successor Agency and the Secretary (or an Assistant Secretary or Deputy Secretary) of the Successor Agency is hereby authorized and directed to attest each of the Bonds on behalf of the Successor Agency. Any such signatures may be printed, lithographed or reproduced by other kinds of facsimile reproduction, on a Bond to the extent permitted by law. In case any officer whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes the same as though such officer had remained in office until such delivery of the Bonds. Only such 2017H-A Bonds and 2017H-B Bonds bearing thereon a certificate of authentication and registration in the form set forth in Appendix A or Appendix B, as applicable, executed manually by the Trustee, shall be entitled to any benefits under the Indenture or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusivc evidence that the Bonds so registered have bccn duly issued and delivered under this Indenture and are entitled to the benefits of the Indenture. SECTION 2.06 Transfer and Re�istration of Bonds. Any Bond may, in accordance with its terms, be transferred, upon thc books required to be kept pursuant to the provisions of Section 2.08, by the person in whose name it is registered, in person or by that person's duly authorized attorney, upon surrender of such Bond f�or cancellation, accompanied by delivery of a written instrument of transfer in substantially thc f�orm set forth in Appendix A(with respect to the 2017H-A Bonds) or Appendix B(with respect to the 2017H-B Bonds), duly executed. Whenever any Bond or Bonds shall be surrendered for transfer, the Successor Agency shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds of the same series and like tenor, maturity and Total Maturity Amount. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such transfer shall be paid by the Successor Agency, except that the Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respcct to such transfer. -23- (1 Wa�Vrr��m�� Tapia�N-��rJ I-Jr.�iiai� Rrport.\tiue�:...nr n�:rk�\IA�M R.•wndmg�l'�Im Ik.ert ti:\ �'_nl7 rriundm. � howmg mJrmure J��et The Trustee shall not be required to register the transfer or exchange of any Bond during the 15 days preceding any date established by the Trustee for selection of Bonds for redemption or any Bonds which have matured or been selected for redemption. SECTION 2.07 Exchange of Bonds. Bonds may be exchanged at the Trust Office for the same aggregate Total Maturity Amount of Bonds of the same maturity of other authorized denominations. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Successor Agency, except that the Trus[ee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No such exchange shall be required to be made during the IS days preceding any date established by the Trustee for selection of Bonds for redemption or any Bondti which have matured or been selected for redemp[ion. SECTION 2.08 Bond Re�istration Books. Thc Trustee will keep at the Trust Officc suft7cient books for the registration and transfer of the Bonds, which shall at all times be open to inspec[ion by the Successor Agency during regular business hours with reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfcr the Bonds on said books as hereinbefore provided. SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond shall become mutilated in respect of the body of such Bond, or shall be believed by the Successor Agency to have been destroyed, stolen or lost, upon proof of ownership satisfactory to the Trustee, and upon the surrender of such mutilated Bond at the Trust OSCice, or upon the receipt of evidence satisfactory to the Trustee of such destruction, theft or loss, and upon receipt also of indemnity satisfactory to the Successor Agency and the Trustee, and upon payment of all expenses incurred by the Successor Agency and the Trustee, the Successor Agency shall execute (manually or by facsimile) and the Trustee shall authenticate and deliver at the Trust Office a new Bond or Bonds of [he same series and maturity and for the same Total Maturity Amount, of like tenor and date, with such notations as the Successor Agency shall determine, in exchange and subtititution for and upon cancellation of the mutilated Bond, or in lieu of and in substitution for the Bond so dcstroyed, stolen or lost. If any such destroyed, stolen or lost Bond shall have matured or shall have been called for redemption, payment of the amount duc thereon may be made by thc Trustee upon receipt by the Trustee and the Successor Agency of like proof, indemnity and payment of expenses. Any such replacement Bonds issued pursuant to this Section shall be entitled to equal and proportionate benefits with all other Bonds issued under this Indenture. The Successor Agency and the Trustee shall not be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued under this Indenture or for the purpose of determining any percentage of Bonds Outstanding under this Indenture, but both the original and replacement Bond shall be trcated as one and the same. SECTION 2.10 Temporary Bonds. With respect to Bonds of each series, until detinitive Bonds shall be prepared, the Successor Agency may cause to be executed and -24- ll 4J��rnmee �I�api��KurJ I d..�S�elt Rrpun.�luiir.,or A�crkqU�•hi Rrlundm}�I'elm Urx•ri �A �'�117 rrlunJinF � h��u..ing mdrmur� Aui� delivered in lieu of such definitive Bonds and subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds, except that they may be in any denominations authorized by the Successor Agency, one or more temporary typed, printed, Iiti�ographed or engraved Bonds in futly registered form, as may be authorized by the Successor Agency, substantially of the same tenor and, until exchanged for definitive Bonds, entitled and subject to the same benefits and provisions of the Indenture as definitive Bonds. If the Successor Agency issues temporary Bonds it will execute and furnish definitive Bonds without unnecessary delay and thereupon the temporary Bonds shall be surrendcred to the Trustee at the Trust Oftice, without expense to the Owner in exchange for such definitive Bonds. All temporary Bonds so surrendered shall be canceled by the Trustee and shall not be reissued. SECTION 2.11 Validityof Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any other proceedings taken by the Successor Agency with respect to the Project Areas, or by any contracts made by the Successor Agency in connection therewith, and the recital contained in the Bonds that the same are issued pursuant t� the Law shall be conclusive evidence of their validity and of the regularity of their issuance. SECTION 2.12 Book-Entry S. �y �tem. The Bonds shall be issued as Book-Entry Bonds in fully registered form with no distribution of physical bonds made to the public. With respect to Bonds of each series, each maturity of Book-Entry Bonds shall be in the form of a separate single fully registered Bond (which may be typewritten); �rovided, that if there are different interest rates within a maturity, then there shall be one separate single fully registered Bond for each interest rate within such maturity. Upon initial issuance, the ownership of each such Bond shall be registered in the bond register in the name of the Nominee, as nominee of the Depository. With respect to Book-Entry Bonds, the Successor Agency and the Trustee shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Successor Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other person, other than an Owner as shown in the bond register, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the Successor Agency redeems such in part, or (iv) the payment of any Participant or any other person, other than an Owner as shown in the bond register, of any amount with respect to principal of, premium, if any, or interest on Book-Entry Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Book-Entry Bond is registered in the bond register as the absolute Owner of such Book-Entry Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of thc respective Owner, as shown in the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the Successor Agency's obligations with respect tc� payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or -25- ll�trJ��V: r,�mre T�pie�K�,rJ I�Jc.�Si�u Rrp,�n.,�tiue�r,.��r AE.•rk�Wrh� kriunJmg�P�lm Ix•ti•rt ti.\ � 2��17 rriunJ�nE huu..mg mdrnwrc Jnct sums so paid. No person other than an Owner, as shown in thc bond register, shall receive a Bond evidencing the obligation of the Successor Agency to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by the Depository to the Trustee and Successor Agency of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions in this Indenture with respect to record dates, the word Nominee in this Indenture shall refer to such nominee of the Depository. In order to qualify the Book-Entry Bonds for the Depository's Book-Entry system, the Successor Agency has executed and delivered to the Depository the Letter of Representations. The execution and delivery of the Letter of Representations do not in any way impose upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in such Book-Entry Bonds other than the Owners, as shown on the bond register. In addition to the execution and delivery of the Letter of Representations, the Successor Agency and the Trustee, at the Written Request of the Successor Agency, shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for thc Depository's Book-Entry program. In the event: (i) the Depository determines not to continue to act as securities depository for the Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee and the Successor Agency of such determination, then the Successor Agency will discontinue the Book-Entry system with the Depository. If the Successor Agency determines to replace the Depository with another qualified securities depository, the Successor Agency shall prepare or direct the preparation of a new single, separate, fully registered Bond for each maturity of such Book-Entry Bonds of the same series (�rovided, that if there are different interest rates within a maturity, then there shall be one separate single fully registered Bond for each interest rate within such mawrity), registered in the name of such successor or substitute qualified securities depository or its nominee. If the Successor Agency fails to identify another qualified securities depository to replace the Depository, then the Bonds shall no longer be restricted to being registered in such bond register in the name of the Nominee, but shall be registered in whatever name or names Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06 and 2.07. Notwithstanding any other provision of this Indenture to ihe contrary, so long as any Book-Entry Bond is registered in the name of the Nominee, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respertively, as provided in the Letter of Representations or a5 otherwise instructed by the Dcpository. ARTICLE III ISSUANCE AND SALE OF BONDS; APPLICATION OF SALE PROCEEDS; DEPOSIT OF RESERVE POLICIES SECTION 3.01 Sale of Bonds; Allocation of Proceeds among Funds and Accounts. (a) Upon receipt of payment for the 2017H-A Bonds, the Trustec shall set aside and deposit the proceeds reccived from such sale in the amount of $ (which is -26- (1 trJe�V�rnmia lepia\N�nN I dc.�Si�lt H.pun.��uccc....��r Agrnr�Ukht KrlunJmg�P�lm Ikv�n S,� �_'ul7 rclundmc � h��u•ing mdrnturr J��et equal to the par amount of the 2017H-A Bonds, [plus/less] a net original issue [premium/discount] of $ , and less an underwriter's discount of $ ,[and less the premium paid to the Bond Insurcr by the Underwriter on behalf of the Successor Agency for the purchase of the Bond Insurance Policy and the 2017H-A Reserve Policy]) as follows: (1) Deposit in the 2017H-A COI Account the amount of $ to pay the costs incurred or to be incurred by the Successor Agency in connection with the issuance of the 2017H-A Bonds; and (2) Transfer the amount of $ to the 2017H-A Escrow Fund and make deposits therein as prescribed by the 2017 Escrow A;reement. (b) Upon receipt of payment for the 2017H-B Bonds, the Trustee shall set aside and deposi> >he proceeds received from such sale in the amount of $ (which is equal to the par amount of the 2017H-B Bonds, [plus/less] a net original issue [premium/discount] of $ , and less an underwriter's discount of $ ,[and less the premium paid to the Bond Insurer by the Underwriter on behalf of the Successor Agency for the purchase of the Bond Insurance Policy and the 2017H-B Reserve Policy]) as follows: (1) Deposit in the 2017H-B COI Account the amount of $ to pay the costs incurred or to be incurred by the Successor Agency in connection with the issuance of the 2017H-B Bonds; and (2} Transfer tk�e amount of S to tt�e 2017�i-B Escrow Fund and make deposits therein as prescribed by the 2017 Escrow Agreement. SECTION 3.02 Deposit of Reserve Policics. (a) Upon receipt of the 2017H-A Reserve Policy on the Closing Date, [he Trustee shall credit the 2017H-A Reserve Policy to the 2017H-A Reserve Subaccount. (b) Upon receipt of the 2017H-B Reserve Policy on the Closing Date, the Trustee shall credit the 2017H-B Reserve Policy to the 2017H-B Reserve Subaccount ARTICLF IV PLEDGED TAX REVENUES; CREATION OF FUNDS SECTION 4.01 Pledge of Pledged Tax Revenues. All the Pledged Tax Revenues and all moneys in the Special Fund and the Debt Service Fund established and maintained pursuant to this Indenture, whether held by the Successor Agency, the County Auditor-Controller or the Trustee (except any funds set aside for payment of the Rebate Amount pursuant to the Code), are hereby irrevocably pledged to the punctual payment of the interest on and principal of and redemption premiums, if any, on the Bonds until their release pursuant to the terms of this Indenture. The Pledged Tax Revenues and such other money shall not be used for any other purpose whiie any of the Bonds remain Outstanding, subject to the provisions of this Indenture permitting application thereof for the purposes and on the terms and conditions set forth in this lndenture [(including the use of Pledged Tax Rcvenues to repay reimbursement to the Bond Insurer on a parity to the extent that the Bond Insurance Policy payments have been made on the -27- (1 trJa��rn,mea Tapia�N�uW I�de.\iwn Krpun.�tiue.r....��r AErni��Uebi Nrwndmg�l'�Im Ika•rt ti,\ �=��17 irlundmg � hou.m} mJrmurr J�ka Insured Bonds)]. This pledge shall constitute a first lien on the Pledged Tax Revenues and such other money for the paymcnt of the Bonds in accordance with the terms hereof. The Successor Agency hereby represents that, as of the Closing Date for the Bonds, the Successor Agency does not have any other outstanding indebtedness secured by Pledged Tax Revenues which is ranked senior to or on a parity with the Bonds. So long as the Bonds remain Outstanding, the Successor Agency shall not incur any Parity Obligations, except as permitted under Section 5.02. SECTION 4.02 Special Fund; Recei�t and Deposit of Pledged Tax Revenues; Debt Service Fund. (a) There is hereby established a special fund known as the "Series-H Special Fund" (herein the "Special Fund") held by the Successor Agency. (b} The Successor Agency shall include in each ROPS to be submitted after the effective date of this Indenture, a request for the County Auditor-Controller to disburse from the RPTTF to the Successor Agency on each RPTTF Disbursement Date, the following amounts: (i) the interest payment coming due with respect to the Outstanding Bonds and Parity Obligations (if any) during such ROPS Payment Period, (ii) for any ROPS Payment Period which covers payments from January through June of a calendar year, at least one-haif (but, ai the discretion of the Successor Agency, may be up to all) of the principal amount (including maturing principal and any Sinking Account Installment) coming due with respect to the Bcmds and Parity Obligations (if any) on October 1 of such calendar year (the "Principal Reserve"), (iii) for any ROPS Payment Period which covers payments from July through December of a calendar year, an amount equal to the principal amount (including maturing principal and any Sinking Account Installment) coming due with respect to the Bonds and Parity Obligations (if any) on October 1 of such calendar year, less the Principal Reserve already received in connection with the immediately prior ROPS Payment Period and deposited with the Trustee, and (iv) amounts, if any, required to replenish the Reserve Account (including payments to the provider of any Qualiiied Reserve Credit Instrument for draws on such Qualified Reserve Crcdit Instrument), as required pursuant to Section 4.05 bclow, and to replenish Pariry Reserve Accounts (if any). The Successor Agency shall also include on the periodic ROPS for approval by the Oversight Board and State Department of Finance, to the extent necessary and permitted under the Dissolution Act, the amounts to be held as a reserve until the next ROPS Payment Period, as contemplated by HSC Section 3417 I(d)(1)(A), if the next property tax allocation is projected to be insufticient to pay all obligations due under this Indenture during that next ROPS Payment Period. To that end, whenever the Successor Agency is preparing a ROPS, the Successor Agency shall, based on information obtained from the County Auditor-Controller, review the amount of dollars dcposited in the RPTTF on the two immediately prior RPTTF Disbursement Dates. For the purposes of complying with this paragraph (i.e., projecting whether the next property tax allocation will be sufficient to pay all obligations due under this Indenture during the next ROPS Period), the Successor Agency shall assume that the property tax revenue collection (and thus, the dollar amount to be deposited in the RPTTF) will be consistent with the pattern shown during thc last two ROPS Payment Periods, but without any assumed increa,e to the assessed value of the taxable properties in the Project Area. -28- l l kd��V:nmu� T�pid�WvN I dr.�iiall Hrpun.�5ueer,..ur AcrneyVkhi H:Iundm�H'alm Ilru•n SA �;i�17 rrlunJmg � �ou.mg mJ.•nnur Jui1 (c) Upon thc Successor Agency's receipt of Pledged Tax Revenues on cach RPTTF Disbursement Date, the Successor Agency shall apply the Pledged Tax Revenues pursuant to the ROPS (as approved by the State Department of Finance) and deposit the Pledged Tax Revenues received for the payment of debt service of the Bonds and any Parity Obligations and any replenishment of the Reserve Account and Parity Reserve Accounts into the Special Fund. During each Bond Year, the Successor Agency shall deposit such moneys in the Special Fund until such time as the amount so deposited in the Special Fund is at least equal to the sum of (i) the aggregate amount required to be transferred to the Trustee pursuant to this Section 4.02 and Section 4.05 for such Bond Year, and (ii) the aggregate amount required by the governing documents of the Parity Obligations to be transferred for the debt service payment and replenishment of the Parity Reserves. (d) In addition to the foregoing, from the moneys received by the Successor Agency as part of January 2017 RPTTF disbursement, the Successor Agency shall promptly deposit S into the Special Fund for application toward debt service on the Bonds. Such amount represents moneys received by the Successor Agency pursuant to a listing on the ROPS for the "ROPS 16-17B" period (i.e., the ROPS Payment Period covering January 2017 through June 2017) that would have been used for debt service for the Prior Loans if the Prior Loans were not refunded. (e) There is hereby established a fund known as the "Series-H Debt Service Fund" (herein, the "Debt Service Fund") to be held by the Trustee. On or before the fifth Business Day immediately preceding any Interest Payment Date, the Successor Agency shall withdraw from the Speciat Fund and deposit with the Trustee the amount of money necessary to make the deposits required in Sections 4.05(a), (b) and (c). After the deposits required by Sections 4.05(a), (b) and (c) have been made and upon notice from the Trustee, the Successor Agency shall withdraw from the Special Fund and deposit with the Trustee the amount of money necessary to make any deposit required by Section 4.05(d). Notwithstanding the foregoing, the Successor Agency is not required to deposit with amount of Pledged Tax Revenues in excess of that amount which, together with all money then on deposit with the Trustee in the Debt Service Fund and the accounts therein, shall be sufficient to discharge all Outstanding Bonds pursuant to Article IX. (� If and only at such time that, during any Bond Year, the moneys deposited in the Special Fund is at least equal to the amount requircd to be transferred to the Trustee pursuant to Section 4.02(e) for such Bond Year (the "Bond Year Requirement"), then the Pledged Tax Revenues in excess of the Bond Year Requirement shall be released from the pledge and lien hereunder and such excess Pledged Tax Revenues may be applied for other lawful purposes. So long as any Bonds are Outstanding, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Special Fund or the Debt Service Fund, exccpt as may be provided in this Indenture. SECTION 4.03 Division of Accounts for Record Keeping. The funds and accounts established in this Indenture may be divided by the Successor Agency or by the Trustee, as applicable, as necessary or appropriate for record keeping purposes, and upon the Written Request of the Successor Agency, in order to perform the necessary rebate calculations. -29- G\f�d��'Cfi�0lid Td�11J�NnfII I'IIC��tiIJll K:pvn.�\uiir.��r �grne��Hkht Rrlunding�l'�Im Ik•...•n ti�1 �'_u17 rriunJme � hou�ine inJ:murr J��ea SECTION 4.04 Costs of Issuance Fund. There is hereby established a special trust fund held by the Trustee called the "Costs of Issuance Fund," and within the Costs of Issuance Fund, two accounts designated the "2017H-A COI Account" and the "2017H-B COI Account." All moneys in each account the Costs of Issuance Fund shall be applied to the payment of costs and expenses incurred by the Successor Agency in connection with the authorization, issuance and sale of the related series of Bonds and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition, substantially in the form attached hereto as Appendix C, executed by an Authorized Officer of the Successor Agency. Each such requisition shall be sequentially numbered and state the name and address of the per1on, firm or corporation to whom payment is due, the amount to be disbursed, the purposes for such disbursement and that such obligation has been properly incurred and is a proper charge against the applicable account of the Costs of Issuance Fund. Upon the earlier of the payment in full of such costs and expenses (or the making of adequate provision for the payment thereof, evidenced by a Certificate of the Successor Agency to the Trustee) or 180 days after the Closing Date, any balance remaining in each account of the Costs of Issuance Fund shall be transferred to the Debt Service Fund and the Costs of Issuance Fund shall be closed. Pending the application and transfer of the balance to the Debt Service Fund, the moneys in each account of the Costs of Issuance Fund may be invested as permitted by Section 4.06 and investment income resulting from any such investment shall be retained in the respective account of the Costs of issuance Fund. SECTION 4.05 Establishment and Maintenance of Accounts for Use of Moneys in the Debt Service Fund. The Trustee shall deposit all moneys received from the Successor Agency pursuant to Section 4.02(d) immediately into the Debt Service Fund. All moneys in the Debt Service Fund shall be set aside by the Trustee in each Bond Year when and as received in the following respective special accounts within the Debt Service Fund (each of which is hereby created and each of which the Trustee hereby agrees to cause to be maintained), in the following order of priority (except as otherwise provided in subsection (b) below): (�) (��) Interest Account; Principal Account; (iii) Sinking Accoun[; and (iv) Reserve Account (and within the Reserve Account, two subaccounts designated the "2017H-A Reserve Subaccount" and the "2017H-B Reserve Suhaccount"). All moneys in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section 4.05. (a) Interest Account. On or before each Interest Payment Date, the Trustee shall set aside from the Debt Service Fund and deposit in the Interest Account an amount of money which, together with any money contained therein, is equal to the aggregate amount of the interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. No deposit need be made int� the Interest Account if the amount contained therein is at least equal to the aggregate amount of the interest becoming duc and payable on all Outstanding -30- G trJ��Ysnmre Iepi�lN-��rJ I d.•.�Si�it Rrpan.�lunr..or,\grn�vVlch� RrlundingV'�Im I1,•.�•n 5,\ �'_��17 rrlunJing � hou.ing indrmur; d„c� Bonds on the Interest Payment Dates in such Bond Year. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (b) Principal Account. On or before each April 1, the Trustee shall aside from the Debt Service Fund and deposit in the Principal Account one-half of the aggregate amount of principal coming due on the Outstanding Serial Bonds, if any, on October 1 of that same calendar year; provided, that if the Successor Agency has transferred to the Trustee a different amount based on receipt of the Principal Reserve (as specifed by the Successor Agency to the Trustee in writing), then the Tru1tee shall deposit such different amount into the Principal Account. Then, on or before each Principal Payment Date, the Trustee shall set aside from the Debt Service Fund and deposit in the Principal Account an amount of money which, together with any money already contained therein, is equal to the aggregate amount of the principal becoming due and payable on all Outstanding Serial Bonds on such Principal Payment Date. ln the event that there shall be insufficient money in the Debt Service Fund to make in full all such principal payments and Sinking Account Installments required to be made pursuant to Section 4.05(c) of this Indenture in such Bond Year, then the money available in the Debt Service Fund shall be applied pro rc�tu to the making of such principal payments and such Sinking Account Installments in the proportion which all such principal payments and Sinking Account Installments bear to each other. Notwithstanding the foregoin�, no deposit need be made into the Principal Account if the amount contained therein is at least equal to the aggregate amount of the principal of all Outstanding Serial Bonds becoming due and payable on the upcoming Principal Payment Date. All money in the Principal Account shall be used and withdrawn by the Trustee solely for thc purpose of paying the principal and redemption premium, it� any, of the Serial Bonds as they shall become due and payable. (c) Sinking Account. On or before each April 1, the Trustee shall set aside from the Debt Service Fund and deposit in the Sinking Account one-half of the Sinking Account [nstallment, if any, payable on October I of that same calendar year; provided, that if the Successor Agency has transferred to the Trustee a greater amount based on receipt of the Principal Reserve (as specified by the Successor Agency to the Trustee in writing), then the Trustee shall deposit such larger amount into the Sinking Account. Then, on or before each Sinking Account Payment Date Date, the Trustee shall set aside from the Debt Service Fund and deposit in the Sinking Account an amount of money equal to the Sinking Account Installment, if any, payable on the Sinking Account Payment Date in such Bond Year. Notwithstanding the foregoing, no deposit need be made into the Sinking Account if the amount contained therein is at least equal to the aggregate amount of all Sinking Account Installments becominb due and payable on the upcoming Principal Payment Date. All moneys in the Sinking Account shall be used by the Trustee to pay Sinking Account Installments on the Term Bonds. -31- G�N��rn�nii� Tapu�N��N I�Jr.��iail R,•p��n��5uie�•..��r A�rni�Vkhi R;wndme�l'alm Iktin tiA � 2u17 rrlunJing � h��u..m. mdrnwrr.d��e� (d) Reserve Account. (1) On or before each lnterest Payment Date, the Trustee 1ha11 set aside from the Debt Service Fund and deposit into: (A) the 2017H-A Reserve Subaccount such amount of money (or other Qualified Reserve Account Credit Instrument, as contemplated by Section 4.05(d)(3)) as shall be required to restore the balance in the 2017H-A Reserve Subaccount to an amount equal to the Reserve Requirement for the 2017H-A Bonds then Outstanding; and (B) the 2017H-B Reserve Subaccount such amount of money (or other Qualified Reserve Account Credit Instrument, as contemplated by Section 4.05(d)(3)) as shall be required to restore the balance in the 2017H-B Reserve Subaccount to an amount equal to the Reserve Requirement for the 2017H-B Bonds then Outstanding. So long as there are Bonds of both series remain Outstanding, in the event that there shall be insufficient money in the Debt Service Fund to restore both Reserve Subaccounts to the respective Reserve Requirement, the money available in the Debt Service Fund shall be applied pro rutu for the deposit into each Reserve Subaccount in the proportion to the deficit of each Reserve Subaccount bears to the other. The Trustee shall value the balance in each Reserve Subaccount semi-annually at least 45 days before each lnterest Payment Date in accordance with Section 4.06. If at any time the balance in a Reserve Subaccount falls below the applicable Reserve Requirement, the Trustee shall promptly notify the Successor Agency in writing. Upon receipt of such notice from the Trustee, the Successor Agency shall take such action as necessary to include the amount necessary to restore such Reserve Subaccount balance to the applicable Reserve Requirement in its next transfer of moneys from the Special Fund to the Debt Service Fund as soon as permissible under thc Dissolution Act. (2) No deposit need be made in a Reserve Subaccount so long as there shall be on deposit therein an amount equal to the related Reserve Requirement. So long as the Successor Agency is not in default under this Indenture, any amount in a Reserve Subaccount in excess of the related Reserve Requirement shall be transferred to the Debt Service Fund, or upon the Written Request of the Successor Agency, released to the Successor Agency for any lawful purpose. All money in (or available to) the each Reserve Subaccount shall be used and withdrawn by the Trustee solely for the purpose of (i) replenishing the Interest Account, the Principal Account or the Sinking Account in such order, in the event of any deficiency at any time in any of such accounts or for the purpose of paying the interest on or principal of the related series of Bonds in the event that no other money in the Special Fund or the Debt Service Fund is lawfully available therefor, or (ii) making the final payments of principal of and interest on the related series of Bonds. (3) The Reserve Requirement for either Reserve Subaccount may be satisiied, in whole or in part, by creditir►g to [he such Reserve Subaccount one or more Qualified Reserve Account Credit Instruments, which together with the cash, if any, on deposit in such Reserve Subaccount, in the aggregate make funds available in such Reserve Subaccount in an amount equal to the related Reserve Requirement. Upon the deposit with the Trustec of such Qualified Reserve Account Credit Ins[rument, the Trustee shall release moneys then on hand in such Reserve Subaccount to the Successor Agency, to be used for any lawful purpose, in an amount equal to the face amount of the Qualified Reserve Account Credit Instrument. -32- f � Ud��V.n�nii� �f�pia��tiorJ I ilr.�li�lt Rrpun..�5uuc.wr :\Ecri.�VJrhi RatunJmgU'�Im Urvn 5�\ ?��17 rrWnJmg � huu.mf mdrmum d��er (e) Surplus. After making the deposits referred to in paragraphs (a) through (d) above in any Bond Year, the Trustee shall transfer any amount remaining on deposit in thc Debt Service Fund to the Successor Agency to be used for any lawful purpose. SECTION 4.06 Investment of Moneys in Funds and Accounts. Upon the Written Request of the Successor Agency received by the Trustee prior to the date of such investment, moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account, or the Costs of Issuance Fund (and any account therein) shall be invested by the Trustee in Authorized Investments, which shall mature or be withdrawable prior to the date on which such moneys are required to be paid out under this Indenture. In the absence of such instructions the Trustee shall invest in the investments described in clause (iv) of the definition of "Authorized Investments" set forth in Section 1.01. Any interest, income or profits from the deposits or investments of all funds (except the Costs of Issuance Fund) and accounts maintained by the Trustee under this Indenture shall be deposited in the Debt Service Fund. For purposes of determining the amoun[ on deposit in any fund or account held by the Trustee under this Indenture, all Authorized Investments credited to such fund or account shall be valued at the Fair Market Value no less frequently than every six months. Except as otherwise provided in this Section, Authorized Investments representing an investment of moneys attributable to any fund or account and all investment protits or losses thereon shall be deemed at all times to be a part of said fund or account. Absent negligence or willful misconduct by the Trustee, the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of fundti made by it in accordance with this Section. 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 coniirmations of security transactions as they occur, the Successor Agency will not receive such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Trustee under this Indenture. The Trustee may make any investments under this Indenture through its own bond or investment department or trust investment department, or those of its parent or any affiliate as principal or agent. The Trustee or any of its affiliates may act as a sponsor, advisor or manager in connection with any invest�nents made by the Trustee under this Indenture. For investment purposes, the Trustee may commingle the funds and accounts established under this Indenture and shall account for them separately. Am�unts deposited in the Special Fund and another fund established by this Indenwre and held by lhe Succes�or Agency may be invested in Authorized Investments or any other investments in which the Successor Agency may lawfully invest its funds. ARTICLE V COVENANTS OF SUCCESSOR AGENCY SECTION 5.01 Punctual Payment and ROPS FilinQs. The Successor Agency shall punetually pay the interest on and principal of and redemption premiums, if any, to become due with respect to the Bonds, but only from Pledged Tax Revenues, in strict conformity with the -33- (1 �N��rromee T�pw�K-��rd I�dr.�Sl�ll R.��n.\�ucu..,nr Agrne��lk•M H:iundmg�l'alm Ilcx�n �-\ �_'ul7 r:iundmg � hou,mc mJrmurc Jui� terms of the Bonds and of the Indenture and shall faithfully satisfy, observe and perform all conditions, covenants and requirements of the Bonds and of the Indenture. The Successor Agency shall file each ROPS with the State Department of Finance on a timely basis, so as to enable to the County Auditor-Controller to make the RPTTF disbursements to the Successor Agency for each ROPS Payment Period, as needed, for principal and interest payments on the Bonds. SECTION 5.02 No Priority; No Additional Parity Bonds, Except for Refunding Bonds; Other Obli atg ions. The Successor Agency covenants that it will not incur any Obligations payable, either as to principal or interest, from the Pledged Tax Revenues, that will have any lien upon the Pledged Tax Revenues on a parity with or superior to the lien under this Indenture for the Bonds; except that the Successor Agency may: (a) incur Parity Obligations to refund then outstanding Bonds (or Parity Obligations issued after the Closing Date pursuant to this Section 5.02), if (i) aggregate debt service on such proposed Parity Obliga[ions will be lower than thc aggregate debt service on the Bonds (or Parity Obligations) being refunded; (ii) the scheduled final maturity date of such proposed Parity Obligations will not be later than the scheduled final maturity date of the Bonds or other Parity Obligations being refunded; and (iii) the issuance of such Parity Obligations shall be in compliance with HSC Section 34177.5 (but only to the extent that such provision of the Dissolution Act is applicable and then in effect); or (b) incur Oblibations which will have a lien on Pledged Tax Revenues junior to the Bonds; or (c) incur Oblibations that will be payable in whole or in part from sources other than the Pledged Tax Revenues pledged under this Indenture. SECTION 5.03 Protection of Security and Rights of Owners. The Successor Agency shall preserve and protect the security of the Bonds and the rights of the Owners, and shall warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any Bonds by the Successor Agency, such Bonds shall be incontestable by the Successor Agency. SECTION 5.04 Extension or Fundin�of Claims for Interest. In order to prevent any claims for interest after maturity, the Successor Agency shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any Bonds and shall not, directly or indirectly, be a party to or approve any such arrangements by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such claim for interest so cxtended or funded shall not be entitled, in case of default under this Indenturc, to the benefits of the Indenture, except subject to the prior payment in full of the principal of all ot� the Bonds then Outstanding and of all claims for interest which shall not have been so extended or fundcd. SECTION 5.05 Records and Accounts; Continuing Disclosure. (a) The Successor Agency covenants that it will at all times keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries are made of the financial transactions and records of the Successor Agency. Within six months aftcr the close of each Fiscal Year an Independent Certified Public Accountant shall prepare an audit of the financial transactions and records of the Successor Agency for such Fiscal Year. To the -34- (1 �Na�brn�mia l'apia\N-��rJ I�d.dSteii Hcpon.�Smir..��r AErn:e�lk•hi HrtunJing�l'alm Ik.en 5:\ �_'nl7 r:lunJm. h��u.�ng inJ.•ntur, dne� extent permitted by law, such audit may be included within the annual audited financial statements of the City. Upon written request, the Successor Agency shall furnish a copy of the audited financial report to any Owner. The Trustee shall have no duty to review such audits. (b) The Trustee shall provide such statements with regard to any funds held by thc Trustee under this Indenture to the Successor Agency as the Successor Agency may reasonably require to comply with the terms of this Sec[ion. (c) The Successor Agency shall comply with the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with a Continuing Disclosure Agreement shall not be considered an Event of Default; provided, that any Owner or beneficial owner of the applicable Bonds may take such actions as may be necessary or appropriate, including seeking mandate or specific performance by court order, to cau5e the Successor Agency to comply with its obligation under such Continuing Disclosure Agreemcnt. SECTION 5.06 Payment of Claims, Taxes and Other Charges. The Successor Agency covenants that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxey, service charges, assessments or other governmental charges which may lawfully be imposed upon the Successor Agency or any of the properties [hen owned by it in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Pledged Tax Revenues or other legally available funds to pay the principal of and interest on the Bonds, all to the end that thc priority and security of the Bonds shall be preserved; provided, however, that nothing in this covenant shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of the payment. SECTION 5.07 Tax Covenants. (a) The Successor Agency shall not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the Tax-Exempt status of interest on the 2017H-A Bonds under Section 103(a) of the Code or cause interest on such Tax- Exempt 2017H-A Bonds to be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations under Section 55 of the Code. (b) In furtherance of the foregoing tax covenant, the Successor Agency shall comply with thc provisions of the Tax Certificate, which is incorporated in this Indenwre as if fully set forth in this Indenture. These covenants shall survive payment in full or defeasance of the 2017H-A Bonds. SECTION 5.08 Further Assurances. The Successor Agency shall adopt, make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in thc Indenture. -35- G��de�Vrnmi�e Iapia\N��rd 1 ilr,�Sieli Rrpun.�Sucer>.,nr AErni�Hkl+i RrwndingH'�Im IR�v�n U� 2n17 rrtundin� � hou.ini inJcmurr Ju�� ARTICLE VI TRUSTEE SECTION 6.01 Trustee. (a) U.S. Bank National Association, having a corporate trust oft7ce in Los Angelcs, California, is hereby appointed Trustee under this Indenture for the purpose of receiving all money which the Successor Agency is required to deposit with the Trustee under this Indenture and to allocate, use and apply the same as provided in the Indenture. (b) The Successor Agency may at any time, but only prior to an Event of Default or after the curing or waiver of an Event of Default and only upon 30 days written notice, at its sole discretion remove the Trustee initially appointed, and any successor thereto, and may appoint a successor or successors thereto; provided that any such successor shall be a bank, national banking association, banking institution (state or federal) or trust company with a corporate trust office in California, having a combined capital, exclusive of borrowed capital, and surplus (or whose parent holding company has a combined capital, exclusive of borrowed capital, and surplus) of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such bank, banking institution or trust company 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 purposes of this Section the combined capital and surplus of such bank, national banking association, banking institution or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so publishcd. (c) The Trustee may at any time resign by giving written notice to the Successor Agency. Any successor trustee appointed under this Indenture shall give notice of such appointment to the Owners, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accep[ed such appointment, ihe removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required herehy. (d) The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Successor Agency and shall upon Written Request of the Successor Agency deliver a certificate of destruction to the Successor Agency. The Trustee shall keep accurate records of all Bonds paid and discharged and destroyed by it. (e) The Successor Agency shall from time to time, subject to any agreement between the Successor Agency and the Trustec then in force, pay to the Trustee compentiation -36- li �Na�V.n�mia �Iapia�W��N I�dr,Uu11 N.p��m�Surca.�ur Agrn�yHk•hi RciunJmg�Palm Uru•n tiA � 2��17 rnunJmg � �ou�me mdrmurr Juct for its services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties under this Indenture of the Trustee, which compensation shall not be limited by any provision of law with respect to the compensation of a trustee of an express trust, and the Successor Agency shall reimburse the Trustee for all its advances (with interest on such advances at the maximum rate allowed by law) and expenditures, including but not limited to advances to and fees and expenses of independent accountants, counsel (including in-house counsel to the extent not duplicative of other counsel's work) and engineers or other experts employed by it, and reasonably required, in the cxercise and performance of its powers and duties under this Indenture. SECTION 6.02 Indemnification. The Successor Agency shall indemnify and save thc Tn�stee, its officers, employees, directors and agents harmless from and against all claims, losses, costs, expenses, liabiliry and damages, including legal fees and expenses, arising out of (i) the exercise and performance by the Trustee of any of its powers and duties under this Indenture, or (ii) the offering and sale of the Bonds or the distribution of any official statemcnt or other offering circular utilized in connection with the sale of the Bonds; provided, that the Successor Agency shall not be liable for actions caused by the Trustees' own negligence or willful misconduct. The Trustee's rights to indemnification and protection from liability under this Indenture and its rights to payment of its fees and expenses shall survivc its resignation or removal and final payment or defeasance of the Bonds. The Trustee shall not be liable for the sufficiency or collection of any Pledged Tax Revenues or other moneys required to be paid to it under the Indenture (except as provided in this Indenture), or its right to receive moneys pursuant to the Indenture. SECTION 6.03 Limitation on Liabilitv. (a) The recitals of facts, covenants and agreements contained in this Indenture, in the Bonds and in any instruments of further assurance shall be taken as statemcnts, covenants and agreements of the Successor Agency, and the Trustee does not assume any responsibility for the correctness of the same, or make any representation as to the validity or sufficiency of the Indenture or of the Bonds, the adequacy of any security afforded thereunder, or the correctness or completeness of any information contained in any offering material distributed in connection with the sale of the Bonds, or incur any responsibility in respect of any of the foregoing, other than in connection with the duties or �hligations in this lndenture or in the Bonds assigned to or imposed upon it. The Trustee shall not be liable in connection with the performance of its duties under this Indenture, except for its own negligence or willful misconduct. The Trustee may become an Owner of Bonds with the same rights it would have if it were not Trustec and, to the cxtent permitted by law, may act as depositary for and permit any of its officers or directors to act ati a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) Thc Trustee shall not be responsible for the validity, genuineness or performance of any leases, contracts or other instruments at any time conveyed, mortgaged, hypothecated, pledged, assigned or transferred to it under this Indenture, or with respect to the obligation of the Successor Agency to preserve and keep unimpaired the rights ot� the Successor Agency under or concerning any such leases, contracts or other instruments. The Trustee make� -37- (� �Na��':n,ro.� �I�apia�`J��ad I�Je,�ti��ii Rrp„n.Uu.cr,.u� ,\crniJVkP� R.IunJmpV'olm Ikti�n lA � 2u17 �clundmg � h„uvng mdrmurc doct no representations and shall have no responsibility for any official s[atement or other offering material prepared or distributed with respect to the Bonds. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners, the Successor Agency and the City, having any claim against the Trustee arising from this Indenture not attributable to the Trustee's negligence or willful misconduct shall look only to the funds and accounts held by the Trustee under this Indenture for payment except as oiherwise specifically provided in this Indenture. (c) The Trustee shall be under no obligation to exercise any of the ri�hts or powers vested in it by this Indenture at the request or direction of any Owner pursuant to this Indenture unless the Trustee shall have received reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such requetit or direction. (d) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. (e) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such 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. (� In the absence of negligence or willful misconduct on its part, the Trustec may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. (g) The Trustee is not accountable for the use by the Successor Agency of funds which the Trustee releases to the Successor Agency or which the Successor Agency otherwise receives, or to verify compliance by the Successor Agency, or for the adequacy or validity of any collateral or security interest securing this Indenture or the Bonds. The Trustee has no obligation to incur individual financial or other liability or risk in performing any duty or in exercising any right under this Indenture. (h) The Trustee shall not be deemed to have knowledge of any Event of Default other than a payment default under this Indenture unless the Trustee shall be specifically notified in writing of such default by the Successor Agency or by the Owners of at least 25 percent in aggregate principal amount of Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Trust Office, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no Event of Default excep[ as aforesaid. 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 in this Indenture or in any of the documents executed in connection with the Bonds. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Indenture upon the request of authority or consent of -38- (�� \�de�\':ran�ce (ap�a�N�oN 4d�•.�S�a�l Krpun.�iu.i.•..o� ,�g:niy�IlcM RriunJmgU'.�Im 1�•.cn in �?u17 �;tundin. � hnu•ing mdrnuuc duit any person who at the time of making such request or giving such authority or consent i5 thc Owner of any Bond, shall be conclusive and binding upon all future Owncrs of the same Bond executed and delivered in exchange therefor or in place thereof. (i) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (j) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Bonds 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. (k) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture. The Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations (fiduciary or otherwise) shall be read into this Indenture against the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture sha11 not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunitieti and exceptions from liability of the Trustee shall extend to its oft7cers, directors, employees and agents and such immunities and exceptions and its right to payment of its fees and expenses shall survive its resignation or removal and the final payment and defeasance of the Bonds. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee, in its individual or any other capacity, may become the Owner of any BondS or other obligations of any party hereto with the same rights which it would have if not the Trustee and may act as a 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 owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bond� thcn Outstanding. At any and all reationable times, the Trustee, and its agents shall have the right (but not any duty) to inspect the books, papers and records of the Successor Agency and the City pertaining to the receipt of Pledged Tax Revenues and the Bonds, and to take such memoranda therefrom and with regard thereto and make photocopies thereof as may be desired. Before taking or refraining from any action under this Indenture at the request or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished to it and be in full force and effect. (1) The Trustee shall not be considered in breach of or in default with respect to any obligations created under this Indenture, in the event of an enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God, or of the public enemy, acts of a government, acts of the other party hereto, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplics in thc �pen markct, litigati�n or arbitration inv�lving a party or others relating to governmental acti�n or inaction pertaining to the Project Areas, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such -39- (� �N��.n�mi,� Iapm�N��rd I dr,�tii�ll Hr�m��iu.ir�.u�r Agrmc\I1rM RrlunJmc�P�lm Ilrvrt tiA =u17 rriunJmg � hou+ing mJrnlur, dn.r causes or any similar event and/or occurrences beyond the control of the Trustee; provided, that in the event of any such enforced delay, the Trustee shall notify the Successor Agency in writing within five Business Days after (i) the occurrence of the event giving rise to such delay, (ii) the Trustee's actual knowledge of the impending enforced delay, or (iii) [he Trustee's knowledge of sufficient facts under which a reasonable person would conclude the enforced delay will occur. SECTION 6.04 Reliance bv Trustee. (a) The Trustee shall be protected in acting upon any notice, indenture, request, consent, order, certificate, report, bond, opinion or other paper or document believed by it to be genuine and to have becn signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel to the Successor Agency, with regard to legal questions. (b) Thc 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 such person is the registered owner of such Bond as shown on the registration books. (c) Whenever in the administration of its duties under the Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to takinb or suffering any action under this Indenture, such matter may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a Certiiica[e of the Successor Agency (unless other evidence in respect thereof is specifically prescribed in this Indenture) and such certiticate shall be full warrant to the Trustee for any action taken or suffered under the provisions of the Indenture upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. SECTION 6.05 Merger or Consolidation. Any company into which the Trustee may he 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 that such company shall meet the requirements set forth in Section 6.01, shall be the successor to the Trus�ee and vested with all of� lhe title to the trust esta[e and all of [he [rusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything in this Indenture to the contrary notwithstanding. SECTION 6.06 Acceptance of Instructions by Electronic Transmission. The Trustee agrees to accept and act upon instructions or directions pursuant to this [ndenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, 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 elects to act upon such instructions, the Trustee's reasonable understanding of such instructions shall be dcemed controlling. The Trustee shall n�t be liable for any losses, costs or -40- l��Ne�V.r��mid I�pu�Nurd I�ilc.��i�it K�•p��rtd>urrr.,nr Ag.•nicUk•h� RrlunJing�Pelm Ika•rt SA �:n17 r:iunJine � h��u.ing mdrnmr: Joe� expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions no[withstanding whether such instructions conflict or are inconsisten[ with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use by the Successor Agency 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. Notwithstanding the foregoing, the protection afforded to the Trustee in each provision of this paragraph shall he operative only in the absence of the Trustee's negligence or willful misconduct. ARTICLE VII AMENDMENT OF INDENTURE SECTION 7.01 Amendment by Consent of Owners. The Indenture and the rights and obligations of the Successor Agency and of the Owners may be amended at any time by a Supplemental Indenture which shall become binding when the written consents of the Owners of at least a majority in aggregate principal amount of the affected Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.02, are filed with the Trustee. No such amendment shall (1) extend the maturi[y of or reduce the interest rate on, or otherwise alter or impair the obligation of the Successor Agency to pay the interest or principal or redemption premium, if any, at the time and place and at the rate and in the currency provided in this Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Pledged Tax Revenues superior to or on a parity with thc pledge and lien created in the Indenture for the benefit of the Bonds, except as provided in Section 5.02, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify the rights or obligation� of the Trustee without its prior written assent thereto. The Indenture and the rights and obligations of the Successor Agency and of the Owners may also be amended at any time by a Supplemental Indenture which shall become binding upon execution, without the consent of any Owners, but [subject to Section 10.02 and] only to the extent permitted by law, for any one or more of the following purposes: (a) To add to the covenants and agreements of the Successor Agency contained in the Indenture, other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the Successor Agency under this Indenture; (b) To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Indenture, or in regard to questions arising under the Indenture, as the Successor Agency may deem necessary or desirable and not inconsistent with the Indenture, and which shall not materially adversely affect the interest of the Owners; (c) T� modify, amend or supplement this Indenwre in such manner as to permit the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or -41- ('� \I�IJ\Viyn0lCd TJ��IJ\V�n�J I�d..�5�eit Repon.�iueer.wr Airrw�V �a�M krtunJmgV'�Im Urx•n ]A �'_n17 rrlunJing � �uu,ing inJrmurr d��r� any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds; (d) To maintain the exclusion of interest on the 2017H-A Bonds from gross income for fcderal income tax purposes (except with respect to the 2017H-A Bonds which the Successor Agency certifies to the Trustee are not intended to qualify for such exclusion); (e) To the extent necessary to obtain a bond insurance policy, to obtain a rating on the Bonds or in connection with satisfying all or a portion of the Reserve Requirement by crediting a letter of credit or other forms of Qualitied Reserve Account Credi[ Instrument to the Reserve Account; or (� For any other purpose that does not materially adversely affect the interests of the Owners. SECTION 7.02 Disqualified Bonds. Bonds owned or held by or for the account ot� the Successor Agency or the City shall not be deemed Outstanding for the purpose of any consent or other ac[ion in this Indenture provided for, and shail not be entitled to consent to, or take any other action in this Indenture provided for; provided, however, that for purposeti of determining whether the Trustee shall be protccted in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held will be disregarded. SECTION 7.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as provided above in this Indenture, the Successor Agency may determine that the Bonds may bear a notation, by endorsement in form approved hy the Successor Agency, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of such Owner's Bond for such purpose at the office of the Trustee or at such additional offices as the Trustee may select and detiignate for that purpose, a suitable notation as to such action shall be made on such Bond. If the Successor Agency shall so determine, new Bonds so modified as, in the opinion of the Successor Agency, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the oftice of the Trustee or at such additional offices ati the Trustee may select and designate for that purpose, without cost to each Owner, for Bonds then Outstanding, upon surrendcr of such Outstanding Bonds. SECTION 7.04 Opinion of Counsel. The Trustee may conclusively accept an opinion of nationally recognized bond counsel to the Successor Agency that an amendment of the Indenwre is in conformity with the provisions of this Article. -42- ll \fJd\Vif��hd IJrIJ�N�OfII I'III�\11dII Kcpnn.,�Suur.wrt ,\gcrky�Ix�M H.IunJmg�l'alm Ikti�n SA �'-nl7 rciunJmg � �ou,mg mJcmurr Juct ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Nnt�vithstundi►iK « n��thing tn the c�mtrur�� in this Article Vlll, so long u.ti• the B��nd Insurnnc•e Polic�� remains i�i effect nrid the Bnrtd Inscrrer hus nnt def'aa�lted with respect tn its nbliKc�tioiis crnder the Bnnd Ins�rra�tce Pnlic��, u!! pro��isinns of this Article IX shnll he s�rbjec� to, u�td qttalified b��, the prnvisions set forth i�t Artic•!e X{t�reof; inclitding, tivitho�rt limitutinrt, the B��ftd /nscrrer'.s right tn consent to uccelerntio�t of the Bonds, und the Boftd liisurer's riKht to c��nsc�ftt t�� or direc•t certuin Trustec�, S�icc�ssnr A��enc�� or Owrier action.r. SECTION 8.01 Events of Default and Acceleration of Maturities. If one or more of the following events (herein called "Events of Default") shall happen, that is to say: (a) If default shall be made in the due and punctual payment of the principal (including any Sinking Account Installment) of 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 bc made in the due and punctual payment of the intcrest on any Bond when and as the same shall become due and payable; (c) If default shall be made by the Successor Agency in the observance of any of its agreements, conditions or covenants contained in the Indenture or in the Bonds, and such default shall have continued for a period of 30 days after the Successor Agency shall have been given notice in writing of such default by the Trustee; provided, however, that such default shall not constitute an Event of Default under this Indenture if the Successor Agency shall commence to cure such default within said 30 day period and thereafter diligently and in good faith proceed to cure such default within s�id 30-day period or such longer period as the Trustee or the Owners of a majority in aggregate principal amount of the affected Bonds then Outstanding may consent to in writing; or (d) If the Successor Agency shall tile a petition or answer 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 shall approve a petition, iiled with or without the consent of 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 court of competent jurisdiction shall assume custody or control of the Successor Agency or of� the whole or any substantial part of the Successor Agency's property; Then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, shall, by notice in writina to the Successor Agency, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything contained in the Indenture �r in the Bond, to the contrary notwithstandinb. -43- ( � trJ��Y:r��niu T�pi.+\�ioN I�dr.�S�all H:Mm.�lueer..or �\grn.Nltehi H: wnJingU'�lin I�r,rn �A �'_i�17 r� lundin� h��u..ine inJrniurc J��e� 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 money due shall have been obtained or entered, the Successor Agency shall 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 at the rate of interest which would have been paid on such overdue principal on such overdue installments of principal, and the fees and expenses of the Trustee, including attorneys fees, 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 for the Bonds, then, and in every such case, 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, rescind and annul such declaration and its consequences. No such rescission and annulmen[ shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent on the Bonds. SECTION 8.02 Application of Funds upon Acceleration. All money in the funds and accounts provided for in the Indenture (other than any moneys for payment of the Rebate Amount) upon the date of the declaration of acceleration by the Trustee as provided in Section 8.01, and all Pledged Tax Revenues in the Special Fund and thereafter received by the Successor Agency (which shall be promptly transmitted to the Trustee) shall be applied by the Trustee in the following ordcr: First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents and counsel, to thc payment of any other amounts then due and payable to the Trustee, including any predecessor trustee, with respect to or in connection with this Indenture, whether as compensation, reimbursement, indemnification or otherwise, and, thereafter, to the payment of the costs and expenscs of the Owners in providing for the declaration of such Event of Default, including reasonable compensation to their agents and counsel; Second, to the payment of the whole amount then owing and unpaid upon thc Bonds for interest and principal, with interest on the overdue principal to the extent permitted by law at the net effectivc interest rate then borne by thc Outstanding Bonds; provided, however, that in the cvcnt the amount then so held by the Trustee shall be insufficient to make all the payments required by this clause, then such money shall be applied to the payment of the principal of and interest on all Outstanding Bond then due and payablc ratably (based on the principal amount of Bonds owned by each Owner), without any discrimination or preferences. SECTION 8.03 Other Remedies of Owners. Any Owner shall have the right, subject to the provisions of Section 8.08, for the equal benefit and protection of all Owners similarly situated: (a) By mandamus �r other suit or proceeding at law or in equity to enforce such Owner's rights against the Successor Agency and any of the members, officers and employees of the Successor Agency, and to compel the Successor Agency or any such members, -44- f � VJ��Y�n�me� I apia�w�ad I ilc..��iail Rr��n.�Jueer�.ur AgrrrNlkht RriundmgU'ahn Urr•n i� � 2u17 reiundm� � huu.in� mdrmurr Jaer officers or employees to perform and carry out their duties under the Law and their agreements with the Owners as provided in the Indenture; (b) By suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Owners; or (c) Upon the happening of an Event of Default (as defined in Section 8.01), by a suit in equity to require the Successor Agency and its members, officers and employees to account as the trustee of an express trust. SECTION 8.04 Non-Waiver. A waiver of any default or breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission by any Owner or the Trustce 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 in such default, and every power and remedy conferred upon the Owners by the Law or by this Article may be enforced and exercised from time to time and ati often ati shall be deemed expcdient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the Trustee, the Successor Agency 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 8.05 Actions by Trustee as Attorne�-in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy under this Indenture may be brought by the Trustee for the equal benefit and protection of all Owners, and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued under this Indenture, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the 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 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 Trus[ee shall have no duty or obligation t� enforce any right or remedy unless it has been indemniSied by thc Owners from any liability �r cxpense including without limitation fees and expenses of its attorneys. SECTION 8.06 Remedies Not Exclusive. No remedy conferred upon or reserved to the Owners in this Indenture is intended to be exclusive of any other remedy. Every such remedy shall bc cumulative and shall be in addition to every othcr remedy given under this Indenture or now on c�reafter existing, at law or in equity or by statutc or otherwisc, and may bc cxercised without exhausting and without regard to any other remedy conferred by faw. SECTION 8.07 Owners' Direction of Proceedin�s. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee and upon furnishing the Trustee with indemnification satisfactory to it, to direct the method of conducting all remedial proceedings taken by the -45- l'� �iJ�;Ycroniia �I��pi��VJ��N V�dc.\\t.�ll Rip��rt>\>ucec�.nr Ag:ni�Vk•M N. �unJmg�Pehn I��un SA �'_��17 rrlunJmg � h��u.mg �nJrmurc d�wt Trustee under this Indenture, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Owners not parties to such direction. SECTION 8.08 Limitation on Ownerti' Ri�ht to Sue. (a) No Owner of any Bond shall have the right to institutc any suit, action or proceeding at law or in equity, for the pro[ection or enforcement of any right or remedy under this Indenture, the Law or any other applicable law with respect to such Bond, unless (1) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Owners of not less than 25 percent in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (3) such Owner or said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, thc Trustee; and (5) the Trustee shall not have received contrary directions from the Owners of a majority in aggrcgate principal amount of the Bonds then Outstanding. (b) Such notification, request, tender or indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy under this Indenture or under law. It is understood and intended that no one or more Owners shall have any right in any manner whatever by such Owner's or Owners' action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners, or to enforce any right under this Indenture, the Law or other applicable law with respect to the Bonds, except in the manner provided in this Indenture. All proceedings at law or in equity to enf�orce any such right shall be instituted, had and maintained in the manner provided in this Indenture and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Indenture. (c) Nothing in this Section or in any other provision of the Indenture, or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity and Sinking Account Payment Dates, as provided in this Indenture, out of the Pledged Tax Revenues pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institu�e suit to enforce such payment by virtue of the contract embodied in the Bonds and in the Indenture. -46- (� �rJa�Vrr��m.� T�pia�N�orJ I�d..�>iali Rrpom\Suric..nr ngrni�HtrDi R.iundmg�Pelm I kv�n �A �'_��17 rciunJm� � h��u..mg inJrmurr J�k� ARTICLE IX DEFEASANCE SECTION 9.01 Dischar�e of Indebtedness. If the Successor Agency shall pay or cause to be paid, or there shall otherwise be paid, to the Owncrs of all Outstanding Bonds the interest on and the principal of such Bonds, when due, at the times and in the manner stipulated in such Bonds and in the Indenture, thcn the Owners of such Bonds shall cease to be entitled to the pledge of Pledged Tax Revenues, and all covenants, agreements and other obligations of the Successor Agency to the Owners of such Bonds under the Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute at the Written Request of the Successor Agency, and at the expense of the Successor Agency, and deliver to the Successor Agency all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall, after payment of amounts due the Trustee under this Indenture, pay over or deliver to the Successor Agency ali money or securities held by the Trustee pursuant to the Indcnture which are not required for the payment of the interest due on and the principal of and premium, if any, due on such Bonds other than the moneys, if any, for the payment of the applicable Rcbate Amount. Bonds for the payment of which money shall have been set aside (through deposit hy the Successor Agency or otherwise) to be held in trust by the Trustee for such payment at the maturity or redemption date of such Bonds shall be deemed, as of the date of such setting aside, to have been paid within the meaning and with the effect expressed in the first paragraph of this Section. Any Outstanding Bonds shall prior to the maturity date of such Bonds be deemed to have been paid within the meaning and with the effect expressed in the first paragraph of this Section if: ( I) There shall have been deposited with the Trustee (or another fiduciary or escrow agent) either money in an amount which shall be sufficient, or Federal Securities (including any Federal Securities issued or held in Book-Entry form on the books of� the Department of the Treasury of the United State� of America), the principal of and the interest on which when paid will provide money that, together with the money, if any, deposited with the Trustee (or fiduciary or escrow ageni) at the same time, shall be suft7cient to pay when due the interest due and to become due on such Bonds on and prior to the maturity date of such Bonds or such earlier redemption date as shall be irrevocably established, and the principal of and redemption premium, if any, on such Bonds (such interest, principal and redemption premium, if any, being referred ro bclow as the "Refunding Requirement"); provided that, unles� such deposit consists of an amount in cash, which in and of itself, is sufficient to pay the Refunding Requirement in full, the sufficiency of the Federal Securities and other moneys so deposited with the Trustee (or fiduciary or escrow agent) shall be appropriately verified by an Independent Certified Public Accountant in a verification report. (2) The Successor Agency shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to send, as soon as practicable, a notice to the Owners of such Bonds that the deposit required by (1) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section and stating the -47- G 4J��V.rom.� 1'�pi��Rlrtd I�dc.�Si�n Rrpnm�tiuce:..��r �gcrkvUJrht R.•iunJmgU'alm 11c.rn ti:� � 2u17 rriunJme � h��u.mg mJcnwrr J�k� maturity date or earlier redemption date upon which money is to be available for the payment of thc principal of such Bonds. Neither Federal Securities nor money deposited with the Trustee pursuant to this Section nor interest or principal payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the interest on and principal of such Bonds; provided that any cash received from such interest or principal payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested at the written direction of the Successor Agency in Federal Securities maturing at times and in amounts sufficient to pay when due the interest on and principal of such Bonds on and prior to such maturity date thereof, and interest earned from such reinvestments shall be maintained in the related escrow fund until such time as the Refundinb Requirements have been paid in full (but solely to the extent that does not affect the Tax-Exempt status of Bonds). For the purposes of this Section, Federal Securities shall mean and include only such securities as are not subject to redemption prior to their maturity. SECTION 9.02 Unclaimed Monevs. Anything in the Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds or interest on such Bonds which remain unclaimed for two years after the date when such Bonds or interest on such Bonds have become due and payable, if such money was held by the Trustee at such date, or for two years after the date of deposit of such money if deposited with the Trustee after the said date when such Bonds or interest on such Bonds become due and payable, shall be repaid by the Trustee to the Successor Agency, as its absolute property and frec from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Successor Agency for the payment of such Bonds; provided, however, that before being required to make any such payment to the Successor Agency, the Trustee shall, a[ the Written Request of the Successor Agency and at the expense of the Successor Agency, cause to be mailed to the registered Owners of such Bonds at their addresses as they appear on the registration books of the Trustee a notice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will he returned to the Successor Agency. Any money held by the Trustee in trust for the payment and discharge of any Bonds shall n�t bear interest or be otherwise invested from and after such maturity or redemption date. ARTICLF X BOND INSURANCE SECTION 10.01 Payment under Bond Insurance Policy. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply with respect to payments under the Bond Insurance Policy: (a) (to conte, if upplicuhleJ SECTION 10.02 Additional Rights of Bond Insurer. So long as the Bond Insurancc Policy shall be in full force and effect and the Bond [nsurer has not defaulted with respect to itti payment obligations thereunder, the following provisions shall apply: -48- l; �N�\bin�me� T�pi�\0.uN I ilr.�tit�ll H.p��n.,�timr.,,�,r Ag.•rk��lkhi R.IunJingU'alm Urx•ri SA �'_nl7 rrlunJing � huu.+ing mdcmurr dui� (a) (tu come, if upplicubleJ SECTION 10.03 Suspension of Ri�hts of Bond Insurer. All rights of the Bond Insurer to direct or consent to actions of the Successor Agency, the Trustee or the Owners under this Indenture shall be (a) suspended during any period in which such Bond Insurer is then in default in its payment obligations under the Bond Insurance Policy (except to the extent of amounts previously paid by the Bond Insurer and due and owing to the Bond Insurer) and (b) of no force or effect in the event the Bond Insurance Policy is no longer in effect or the Bond Insurer asserts that the Bond Insurance Policy is not in effect. ARTICLE XI ADDITIONAL PROVISIONS RELATING TO RESERVE POLICIES SECTION 1 1.01 Draws on Rcscrvc Policies and Repayment on Draws. So long as the either Reserve Policy remains in full force and effect, the Authority and the Trustee agree to comply with the following provisions set forth in this Article XI, notwithstanding anything to the contrary herein: (a) [tn cnme, if upnlicahleJ SECTION 1 1.02 Additional Rights of Bond Insurer as Provider of Reserve Policies. So long as either Reserve Policy shall be in full force and effect and the Bond Insurer has not dcfaulted with respect to its payment obligations thereunder, the following provisions of this Section 10.02 shall apply, notwithstanding anything to the contrary herein: (a) (to come, if npplic•uble] ARTICLE XII MISCELLANEOUS SECTION 12.01 Liability of Successor A e�ncy Limited to Pled�ed Tax Revenues. Notwithstanding anything contained in the Indenture, the Successor Agency shall not be required to advance any money derived from any source of income other than the Pledged Tax Revenues for the payment of the interest on or the principal of the Bonds. The Successor Agency may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. The Successor Agency's obligation to pay the Rebate Amount to the United States of America pursuant lo the Tax Certi�cate shall be considered the general obligation of the Successor Agency and shall be payable from any available funds of the Succetisor Agency. The Bonds are limited obligations of the Successor Agency and are payable, as to interest on and principal of the Bonds, exclusively from the Pledged Tax Revenues, and the Successor Agency is not obligated to pay them except from the Pledged Tax Revenues. All of the Bonds are equally secured by a pledgc of, and charge and lien upon, all of thc Plcdgcd Tax Rcvcnucs, and the Pledged Tax Revenues constiwte a trust fund for the security and payment of the interest on and the principal of the Bonds. The Bonds arc not a debt of the City, the State or any of its -49- (1 trJA`-:nmir� �f�pm�N-nrd I�d.•��ien Hcpan.�tiurc:..nr .4grncy�lkht NrtunJingU'�Im f k.rn \A �'_ul7 n•wnJmg � h��u,ing mdrmur.• doi� political subdivisions, and neither the City, the State nor any of its political subdivisions is liable therefor, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction, and neither the members of the Successor Agency nor any persons executing the Bonds are liable personally on the BondS by reason of their issuance. SECTION 12.02 Benefits of Indenture Limited to Parties. Nothing in the Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Bond Insurer and the Owners any right, remedy or claim undcr or by reason of� the Indenture. Any covenants, stipulations, promises or agreements contained in the Indenture hy and on behalf of the Successor Agency or any member, officer or employee thereof shall be for thc sole and exclusive benefit of the Trustee, the Bond Insurer and the Owners. SECTION 12.03 Successor Deemed Included in All References to Predecessor. Whenever in the Indenture either the Successor Agency or any member, officer or employee of the Successor Agency is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Successor Agency, that are presently vested in the Successor Agency or such member, officer or employee, and all the agreements, covenants and provisions contained in the Indenture by or on behalf of the Successor Agency or any member, officer or employee of the Successor Agency shall bind and inure to the benefit of the respective tiuccessors of the Successor Agency whether so expressed or not. SECTION 12.04 Execution of Documents by Owners. Any request, consent, declaration or other instrument which the Indenture may require or permit to be executed by Owners may be in one or more instrumen[s of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise expressly provided in this Indenture, the fact and date of the execution by any Owner or such Owner's attorney of such request, consent, 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 or territory in which such Owner purpor[s to act, that the person signing such reyuest, consent, declaration or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an afCdavit of a witness of such execulion, duly sworn to before such notary public or other officer. Except as othcrwise expressly provided in this Indenture, the amount of Bonds transferable by delivery held by any person executing such requcst, consent, declaration or other instrument or writing as an Owner, and the numbers thereof, and the date of such Owner's holding such Bonds, may be proved by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee, executed by a trust company, bank or other depositary wherever situated, showing that at the date therein mentioned such person had on deposit with such depositary the Bonds described in such certiticate. The Trustee may nevertheless in its discretion require further or other proof in cases wherc it deems thc samc desirahle. "I'hc -50- f I�W,��V.n�mia l�pu�N-��N I-dc��Ji�ll li:pun.��mcr..ur AgrnicWrni Hrlundini�Pelm Urwn �A �'nl7 rrlunJmi � hau.mg mJrnwrr Jncr ownership of Bonds and the amount, maturity, number and datc of holding the same shall he proved by the registry books provided for in Section 2.08. Any request, 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 he done by the Successor Agency or the Trustee in good faith and in accordance therewith. SECT[ON 12.05 Waiver of Personal Liability. No member of the Successor Agency governing board, or officer or employee of the Successor Agency shall be individually or personally liable for the payment of thc interest on or principal of the Bonds; but nothing contained in this Indenture shall relieve any member, oft7cer or employee of the Successor Agency from the performance of any official duty provided by law. SECTION 12.06 Content of Certificates and Reports. Any certiiicate made or given by an of�cer of the Successor Agency may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which such ofticer's Certificate may be based, as afore1aid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters or information with respect to which is in the possession of the Successor Agency, upon the certificate or opinion of or representations by an officer or officers of the Successor Agency, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in exercise of reasonable care should have known that the same were erroneous. SECTION 12.07 Funds and Accounts. Any fund or account required by the Indenture to be established and maintained by the Successor Agency or the Trustee may be established and maintained in the accounting records of the Successor Agency or the Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practices and with due regard for the protection of [he tiecurity of the Bonds and the rights of the Owners. SECTION 12.08 Destruction of Cancelled Bonds. Whencver provision is made for the surrender of any Bonds which have been paid or canceled pursuant to the provisions of this Fiscal Agent Agreement, the Trustee shall cancel and destroy such Bonds and upon Written Request of the Successor Agency furnish to the Successor Agency a certificate of such destruction. SECTION 12.09 CUSIP Numbers. Neither the Successor Agency nor the Trustee shall be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice relating thereto. The Trustee may, in its discretion, include in any redemption notice relating to any of the Bonds a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for -51- l l\Na\l'�rnniie T,�pie\�4urJ I dr.Ui�ll Kep��m�wce...nr -\grn:��l��hi H.•IunJmgV'elm I�•v�n >A �'_��17 rrhmJmi � huu.ing inJrnwrr Juct the convenience of the Owners and that neither the Successor Agency nor the Trustee shall bc liable for any defects or inaccuracies in such numbers. SECTION 12.10 Partial Invaliditv. If any one or more of the agreements or covenantti or portions thereof provided in the Indenture to be performed on the part of the Successor Agency (or of the Trustee) should be contrary to law, then such agreement or agreements, such covenant or covenants, or such portions thereof, shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity of the Indenture or of the Bonds; but the Owners shall retain all the rights and benefits accorded to them under the Law or any other applicable provisions of law. The Successor Agency hereby declares that it would have adopted the Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase of this Indenture and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of the Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 12.11 Notices. Any notice, request, demand or other communication under this Indenture shall be given by first class mail or personal delivery to the party entitled to such notice at its address set forth below, or by telecopy or other form of telecommunication, with prompt telephone confirmation. Notice shall be effective (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender's receipt of an appropriate answer back or other written acknowledgment or confirmation of receipt of the entire notice, approval, demand, report or other communication, (c) if given by first class, registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivcry to said overnight courier, or (c) if by other mcans of personal delivery, upon receipt by the intended recipient of the notice. Each entity bclow may, by written notice to the other party, from time to time modify the address or number to which communications are to be given under this Indenture: 1f to the Successor Agency: Successor Agency to the Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, CA 92260 Attention: Executive Director Fax: (760) 340-0574 Telephone: (760) 346-0611 If to the Tn�stee: U.S. Bank National Association LM-CA-T24T 633 W. 5`h Street, 24`h Fl. Los Angeles, CA 940071 Attention: Global Corporate Trust Services Fax: (213) 615-6199 Telephone: (213) 615-6062 -52- G WaW.n�m�e T�pie�NorJ Fdr.�St,�n K:p��rt.�Suicr„�a AgrrkcWrM RrlunJml�P�Im I��w�n SA �'_��17 rrlunJmg � h��u,m� mJrnlurr Jnca [Notices to the Bond Insurer shall be sent to the address indicated in Section 10.02(_).] Any of the foregoing persons may, by notice given under this Section, designate any further or different addresses, telephone numbers or facsimile transmission numbers to which subsequent notices, certiiicates, requests or other communications shall be directed. SECTION 12.12 Execution in Several Counterparts. This Inden[ure may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Successor Agency and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. SECTION 12.13 Business Days. Whcn any action is provided for in this Indenture to bc done on a day named or within a specified time period, and the day or the last day of the period falls on a day other than a Business Day, such action may be performed on the next ensuing Business Day with the same effect as though performed on thc appointed day or within the specified period. SECTION 12.14 Governing Law. This Indenture shall be governed and construed in accordance with the laws of the State of California. -53- l� kd��Vrmme� �I��pi��N�orJ I�iI:.UWII R.•(��n..�5ur..•.<nr,�E:nrNhrhl Rrlunding�Palm Ik•.ti•n ti:� '_ul7 rrlundm. � hnu�ing mJrmurr J��c� IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment Agency has caused this Indenture to be signed in its name by its Authorized Officer and U.S. Bank National Association, in token of its acceptance of the trusts created under this Indenture, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the date and year firs[ above written. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY I: Executive Director Attest: Secrctary U.S. BANK NATIONAL ASSOCIATION. as Trustee : Authorized Ofticer -54- G W�\Yrn�mia Tapie�N�niJ I�ik.�Siail K.•p�m.,�iuii.•..ur :�errr.Nx•hi H,iundmg�Pelm Ilrw�n XA �:u17 rcwnJmg � huu.ing mJcmurr Juct APPENDIX A FORM OF 2017H-A BOND [Unless thi.ti certificute is presented b}' un n��thnrized represefttutive of' the Depositor�� Trcr.ti�t Compnn��, u Ne►ti� York Corporation ("DTC "), tn the Successnr Agenry� to t�ie Palrn Desert Redevelnpment Agenc�• or its agent for registration of'trurtsfer, exchunge, or pa}�ment, und a�ty certificate i.csued is registered in the narne ��f Cede & Cn. Or in such other narne as is reyuested b�• urt authorized representative oJ' DTC (and uit�� pa��rnent i.ti• nuide ro Cede & Co. or to suc•h other e�ttit�� as i.r requested h�� a�t aitthori;ed repre.seritative ��f' DTC), any� transfer, pledge, or otlter use hereof fnr ��ulue or other�t�ise hy or to crn}� perso�is is ►ti•ro�igfit! inasmerrh us thc� registered o►ti�ner hereof, Cede & Co., has an interest herei�i. J � $ SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BOND 2017 Series H-A Interest Rate Maturity Date Dated Date REGISTERED OWNER PRINCIPAL AMOUNT: [CEDE & CO.] CUSIP The Successor Agency to the Palm Desert Redevelopment Agency, a public body, corporate and politic, duly organized and existing under and pursuant to the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the registered owner specified above, or registered assigns, on the Maturity Date specified above the Principal Amount specified above, together with interest thereon until the principal of this bond (the "2017H-A Bond") shall have been paid. Interest on this 2017H-A Bond shall be payablc semiannually on [April 1, 2017] and thereaf�ter on October 1 and April 1 each year (each an "Interest Payment Datc"). This 2017H-A Bond shall bear interest at the Interest Ratc specified above from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated during the period from the day after lhe Record Date for an Interest Payment Date (i.e., the 15th day of the month next preceding such Interest Payment Date) to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from the dated date shown above; provided, however, that if, at the time of authentication, interest with respect to this 2017H-A Bond is in default, it shall bear interest from the Interest Payment Date to which interest has been paid or made available for payment with respect to this 2017H-A Bond. A-1 t� �rJa�V.r��mi� T�pia�ll��rd I Jr,�Si�it Krp��m�lueer.wr Aermr�IlcM RrtunJmg\I'�Im Ik.:n J:\ �'_nl7 rclundmg � h��u.in� mJrnwrr.J�k� Both the interest on and principal of this 2017H-A Bond are payable in lawful money of thc Uni[ed States of America. The principal (or redemption price) hereof is payable upon surrender of this 2017H-A Bond at maturity or the earlier redemption of this 2017H-A Bond at the corporate trust office of U.S. Bank National Association (the "Trustee") in St. Paul, Minnesota, or at such other office as the Trustee may designate (the "Trust Office"). Interest on this 2017H-A Bond is payable by check mailed on each Interest Payment Date by firs[ class mail to the person in whose name this 2017H-A Bond is registered at the close of business on the Record Date of the applicable Interest Payment Date at such person's address as it appears on the registration books of the Trustee, or upon written request received by the Trustee prior to the Record Date for an Interest Payment Date of an Owner of 2017H-A Bonds in the aggregate principal amount of $1,000,000 or more, by transfer in immediately available funds to an account within the United States designated by such Owner. This 2017H-A Bond is one of a duly authorized issue of bonds of the Successor Agency designated Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds, 2017 Series H-A (the "2017H-A Bonds"), limited in aggregate principal amount to � , issucd under the provisions of Section 34177.5 of the California Health and Safety Code and Article 11 (commencing with Section 53580) of Chapter 3 of Part I of Division 2 of Title S of the California Government Code (the "Refunding Bond Law"), and pursuant to the provisions of an Indcnture, dated as of January 1, 2017 by and between thc Successor Agency and the Trustee (as the same may be amended or supplemented from time to time pursuant to the terms thereof, the "Indenture"),. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Indenture. The 2017H-A Bonds are issued for the purposes of effecting a refunding of outstanding loans incurred by the former Palm Desert Redevelopment Agency, which were incurred to tinance and refinance the costs of redevelopment within the four project areas (the "Project Areas") located in the City of Palm Desert, California. The 2017H-A Bonds are limited obligations of the Successor Agency and are payable, as to interest on and principal of the 2017H-A Bonds, exclusively from the Pledged Tax Revenues derived from the Project Areas and the funds pledged therefor under the Indenturc. The pledge and lien on Pledged Tax Revenues with respect to the 2017H-A Bonds are on a parity with the � aggregate principal amount Successor Agency's Taxable Tax Allocation Refunding Bonds, 2017 Series H-B (the "2017H-B Bonds") issued concurrently as the 2017H-A Bonds. The 2017H-A Bonds and the 2017H-B Bonds, together, are referred to herein and the "Bonds." The Successor Agency may, from time to time, issue additional bonds (the "Additional Refunding Bonds") sccured by Pledged Tax Revenues on a parity with the Bonds, but solely for refunding purposes subject to the conditions set forth in the Indenture. So long a� the Bonds remain outstanding under the Indenture, the Successor Agency may not issue any additional bonds or incur any additional obligations which are secured by nnd payable from Pledged Tax Revenucs which rank senior to the Bonds. Reference is hereby made to the Indenture, to any supplemental indenwres thereto and to the Refunding Bond Law and the Law (as amended by the Dissolution Act) for a description of thc terms on which the Bondt are issued, for the provision� with regard to the nature and extent of the security provided for the Bonds and of the nature, extent and manner of enforcement of A-2 (1 pJ��`�:n�mca T�pw\KoN I�dr.�li�ll Hcp��n.�5u��r��r A�rncyH�rhi NrtunJmeV'�Im Urx•ri SA �'_nl7 rclunJinc � Aou.mg mJcnwn• �Inr� such security, and for a statement of the rights of the registered owners of the Bonds. All the terms of the Indenture, the Refunding Bond Law and the Law (as amended by the Dissolution Act) are hereby incorporated herein and constitute a contract between the Successor Agency and the registered owner from time to time of this 2017H-A Bond, and to all the provisions thcreof the registered owner of this 2017H-A Bond, by such owner's acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse to all the provisions of the Refunding Bond Law, the Law (as amended by the Dissolution Act) and the Indenture and shall be bound by all the terms and conditions thereof. If an Event of Default 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; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. The 2017H-A Bonds maturing on or before October I, 20_ shall not be subject to optional redemption prior to their maturity. The 2017H-A Bonds maturing on or after October 1, 20_ shall be subject to redemption as a whole or in part, from such maturities as the Successor Agency shall designate prior to their maturity at the option of the Successor Agency on any date on or after October 1, 20_, from funds derived by the Successor Agency from any source, at a redemption price eyual to 100 percent of the principal amount of the 2017H-A Bonds to he redeemed, together with interest accrued thereon to the date fixed for redemption, without premium. The 2017H-A Bonds maturing on October 1, 20_ and October I, 20_ shall be subject to mandatory sinking account redemption in part by lot at a redemption price equal to the principal amount thereof to be redeemed, without premium, on October 1 of the years and in the aggregate respective principal amounts set forth in the Indenture. As provided in the Indenture, notice of redemption of any 2017H-A Bond shall be sent by Crst class mail (or such other means as acceptable to the recipient of such notice) not more than 60 days and not less than 30 days prior to the redemption date, to the respective Owner of this Bond at the address appearing on the registration books of the Trustee and to certain securities depository and information services. Failure to receive such notice shall not affect the sufficiency of such proceedings for redemption. If notice of redemption has been duly given as aforesaid and money for payment of the above described redemption price is held by the Trustee, then such 2017H-A Bonds shall, on the redemption date de�ignated in such notice, become due and payable at the above described redemption price; and from and after the date so designated interest on the 2017H-A Bonds so called for redemption shall cea�e to accrue and registered owners of such 2017H-A Bonds shall have no rights in respect thereof except to receive payment of such redemption price thereof. The registered owner of any 2017H-A Bond(s) may surrender the same at the Trust Ofiice in exchange for an equal aggregate principal amount of fully registered 2017H-A Bonds of any other authorized denominations, in the manner, subject to the conditions and upon the payment of the chargcs provided in the Indenture. A-3 l� �N��V:rumee Tepi.i�N,�rJ I de.�5i�il Nrp�m.�Weer.,nr AgrnryUk•hi H:IunJingU'.ilm Ilrvn i� �?uU rrlunJing � h��,ing inJrmurr Jne� This 2017H-A Bond is transferable, as provided in the Indenture, only upon a register to be kept for that purpose at thc Trust Office by the registered owner of this 2017H-A Bond in person, or by such registered owner's duly authorized attorney, upon surrender of this 2017H-A Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such registered owner's duly authorized attorney, and thereupon a new fully registered 2017H-A Bond(s), in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Successor Agency and the Trustee may deem and treat the person in whose name this 2017H-A Bond is registered as the absolute owner of this 2017H-A Bond for the purpose of receiving payment of, or on account of, the interest on and principal of and redemption premium, if any, on this 2017H-A Bond and for all other purposes. The Trustee shall not be required to register thc transfer or exchange of any 2017H-A Bond during the 15 days preceding any date established by the Trustee for selection of 2017H-A Bonds for redemption or any 2017H-A Bonds which have matured or been selected for redemption. The rights and obligations of the Successor Agency and of the registered owners of the Bonds (including the 2017H-A Bonds and the 2017H-B Bonds) may be amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such amendment shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Successor Agency to pay the interetit or principal or redemption premium, if any, at the time and place and at the rate and in the currency provided in the Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Pledged Tax Revenues superior to or on a parity with thc pledge and lien created in the Indenture for the benefit of the Bonds, except as provided in the Indenture, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify the rights or obligations of the Tru,tee without its prior written assent thereto. This 2017H-A Bond is not a debt of thc City of Palm Deser[, thc State of California or any of its political subdivisions, and neither the City, the State nor any of its political subdivisions is liable on this 2017H-A Bond, nor in any event shall this 2017H-A Bond or any interest on this 2017H-A Bond or any redemption premium on this 2017H-A Bond be payable out of any funds or properties other than Pledged Tax Revenues and the funds pledged pursuant to the Indcnture. The 2017H-A Bonds do not constitute an indebtedness within thc meaning of any constitutional or statutory debt limitation or restriction, and neither the members of thc Successor Agency nor any persons executing the 2017H-A Bonds shall be personally liable on the 2017H-A Bonds by reason of their itisuance. This 2017H-A Bond shall not be entitled to any benefits under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration on this 2017H-A Bond endorsed shall have been manually signed by the Trustee. It is hereby certified that all of the acts, conditions and things required to exist, to have happened or [o have been performed precedent to and in the issuance of this 2017H-A Bond do exist, have happened and have been performed in due time, form and manncr as required by law and that the amount of this 2017H-A Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Constitution or laws of the State of A-4 (1 �rd��V.�om�aTapie\NI�N V d:.�11a11 R.p��mUuii:.,..��r Agcn.�\Ik�M H:iundm;��P�lm I�•ti•n 5A �?u17 rrhmJmg � hnu.me mJrnimr Jni� California, and is not in excess of the amount of 2017H-A Bonds permitted to be issued under the Indenture. IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment Agency has caused this 2017H-A Bond to be executed in its name and on its behalf by its Chair and attested by its Secretary, and has caused this 2017H-A Bond to be dated the date first written above. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY I: Chair Attest: Secretary ---------------------- ---------------------- STATEMENT OF INSURANCE (to comeJ. A-5 (� 4Ja�b'rr,�m�a �I��pi��\�orJ I�dr.�S�.�il Rrpon.�5ui�r..or Agrne��\(lrhi RrlunJinc\I'�Im Ilrx'ri 1�\ �_'��I7 rrlunding h��uaing inJiniurr Jo�� [TRUSTEE'S CERTIFICATE OF AUTHENT[CATION] This is one of the 2017H-A Bonds described in the within-rtientioned Indenture and registered on thc Bond Registration Books. Date: , 20_ U.S. BANK NATIONAL ASSOCIATION, as Trustee : Authorized Officer -------------------------------------------- -------------------------------------------- [FORM OF ASSIGNMENT] For value received the undersigned do(es} hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered 2017H-A Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE:Thc signature(s) on this Assignment must 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. NOTICE: Signature must be guaranteed by a member of an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or other similar program. A-6 (� 4da�Vrn�m�� Tapia�N��rJ I dr.�Si�ii Hrpom�luce.•��nr �gcrk�Ukhi HciunJingV'alm Urvn 5A �:��17 rriunJmc � �uu.ing mJrnmrr Joi� APPENDIX B FORM OF 2017H-B BOND [Unle.ss t�iis certif'icute is presented b�� un authori�ed representutive of the Depnsitor}� 7�rust Coinpnni�, a Ne►ti� Ynrk Corporatinn ("DTC"), to the Succe.rsor A��ency to the Pril»i Desert Redevelnpment AKenc�� or its ugertt fur registration of trunsfer, exchartge, ur pu��ment, u�td un�� cc�rtificate iss�ted is reKistered in thc� nante nf'Cede & Co. Or in surh nther nante us i.s reyuested b�� nn nuthorized representative of DTC (nnd crny pa��meitt is mnde tn Cede cXc Cn. or to such other entit�� ns is regcre.sted b�� nn ui�thnri,ed representutive of' DTC), un�� transfer, pledge, ��r ��t{rer use hereof� for vnlcre nr nther��ise h�� or to un�� pers�»is i.c �ti�ron�u! iriasmuch u.c thc� reKistered o►vner hereoJ; Cede & Co., hns nn i�:terest herein.] No. _ $ SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BOND 2017 Series H-B Interest Rate Maturity Date Dated Date CUSIP REGISTERED OWNER: [CEDE & CO.] PRINCIPAL AMOUNT: The Successor Agency to the Palm Desert Redevelopment Agency, a public body, corporate and politic, duly organized and existing under and pursuant to the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the registered owner specified above, or registered assigns, on the Maturity Date specified above the Principal Amount specified above, together with interest thereon until the principal of this bond (the "2017H-B Bond") shall have been paid. Interest on this 2017H-B Bond shall be payable semiannually on [April 1, 2017] and thereafter on October 1 and April 1 each year (each an "Interest Payment Date"). This 2017H-B Bond shall bear interest at the Interest Rate specificd above from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date (i.e., the 15th day of the month next preceding such Interest Payment Date) to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Paymcnt Date, in which event it shall bear interest from the dated date shown above; provided, however, that if, at the time of authentication, interest with respect to this 2017H-B Bond is in default, it shall bear interest from the Interest Payment Date to which interest has bcen paid or madc available f�or paymcnt with respect to this 2017H-B Bond. B-1 fl W��V.•rnmia T�pin�K-ord I dr.�Sieil Hrpon.�Suerr,.ar �grrk�Ukhl H.tunJmg\I'alm Ikti•n ti;� � 2u17 relunJmg h��u�ing mdrnmrr J��ex Both the interest on and principal of this 2017H-B Bond are payable in lawful money of the United States of America. The principal (or redemption price) hereof is payable upon surrender of this 2017H-B Bond at maturity or the earlier redemption of this 2017H-B Bond at the corporate trust office of U.S. Bank National Association (the "Trustee") in St. Paul, Minnesota, or at such other office as the Trustee may designate (the "Trust Office"). Interest on this 2017H-B Bond is payable by check mailed on each Interest Payment Date by first class mail to the person in whose name this 2017H-B Bond is registered at the close of business on the Record Date of the applicable Interest Payment Date at such person's address as it appears on the registration books of the Trustcc, or upon written request received by the Trustee prior to the Record Date for an Interest Payment Date of an Owner of 2017H-B Bonds in the aggregate principal amount of $1,000,000 or more, by transfer in immediately available funds to an account within the United States designated by such Owner. This 2017H-B Bond is one of a duly authorized issue of bonds of the Successor Agency designated Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds, 2017 Series H-A (the "2017H-B Bonds"), limited in aggregate principal amount to $ , issued under the provisions of Section 34177.5 of the California Health and Safety Code and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law"), and pursuant to the provisions of an Indenture, dated as of January 1, 2017 by and between the Successor Agency and the Trustee (as the same may be amended or supplemented from time to time pursuan[ to the terms thereof, the "Indenture"),. Capitalized terms used but not otherwisc defincd herein have the meanings ascribed to them in thc Indenture. The 2017H-B Bonds arc issued for the purposes of effecting a refunding of outstanding loans incurred by the former Palm Desert Redevelopment Agency, which were incurred to finance and refinance the costs of redevelopment within the four project areas (the "Project Areas") located in the City of Palm Desert, California. The 2017H-B Bonds are limited obligations of the Successor Agency and are payable, as to interest on and principal of the 2017H-B Bonds, exclusively from the Pledged Tax Revenues derived from the Project Areas and the funds pledged therefor under the Indenture. The pledge and lien on Pledged Tax Revenues with respect to the 2017H-B Bonds are on a parity with the Successor Agency's � aggregate principal amount Tax Allocation Refunding Bonds, 2017 Series H-A (the "2017H-A Bonds") issued concurrently as the 2017H-B Bonds. The 2017H-A Bonds and the 2017H-B Bonds, together, are referred to herein and the "Bonds." Thc Successor Agency may, from time to time, issue additional bonds (the "Additional Refunding Bonds") secured by Pledged Tax Revenues on a parity with the Bonds, but solcly for refunding purposes subject to the conditions set forth in the Indenture. So long as the Bonds remain outstanding under the Indenture, the Successor Agency may not issue any additional bonds or incur any additional obligations which are secured by and payable from Pledged Tax Revenues which rank senior to the Bonds. Reference is hereby made to the Indenture, to any supplemental indentures thereto and to the Refunding Bond Law and the Law (as amended hy the Dissolution Act) for a description of the terms on which the Bonds are issued, for the provisions with regard to the nature and cxtcnt of the security provided for the Bonds and of the nature, extent and manner of enforcement of B-2 (; \N��':innii� T��na�N��rd I dr.�Si�Ii H.•pun.�iuur,W�r �\grni�Vkhi Hriundin}�I'�Im Ik�x�rt ?A �=��17 rriundmi � huu.ing mJrnwrr dai� such security, and for a statement of the rights of the registered owners of the Bonds. All the terms of the Indenture, the Refunding Bond Law and the Law (as amended by the Dissolution Act) are hereby incorporated herein and constitute a contract bctween the Successor Agcncy and the registered owner from time to time of this 2017H-B Bond, and to all the provisions thereof the registered owner of this 2017H-B Bond, by such owner's acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse to all the provisions of the Refunding Bond Law, the Law (as amended by the Dissolution Act) and the Indenture and shall be bound by all the terms and conditions thereof. If an Event of Default 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; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. The 2017H-B Bonds maturing on or before October 1, 20_ shall not be subject to optional redemption prior to their maturity. The 2017H-B Bonds maturing on or after October 1, 20_ shall be subject to redemption as a whole or in part, from such maturities as the Successor Agency shall designate prior to their maturity at the option of the Successor Agency on any date on or after October I, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to 100 percent of the principal amount of the 2017H-B Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without prcmium. The 2017H-B Bonds maturing on October 1, 20_ and October 1, 20_ shall be subject to mandatory sinking account redemption in part by lot at a redemption price equal to the principal amount thereof to be redeemed, without premium, on October 1 of the years and in the aggregate respective principal amounts set forth in the Indenture. As provided in the Indenture, notice of redemption of any 2017H-B Bond shall be sent by first class mail (or such other means as acceptable to the recipient of such notice) not more than 60 days and not less than 30 days prior to the redemption date, to the respective Owner of this 2017H-B Bond at the address appearing on the registration books of the Trustee and to certain securitie� depository and information services. Failure to receive such notice shall not affect the sufficiency of such proceedings for redemption. If notice of redemption has been duly given as aforesaid and money for payment of the above described redemption price is held by the Trustee, then such 2017H-B Bonds shall, on the redemption date designated in such notice, become due and payable at the above described redemption price; and from and after the datc so designated interest on the 2017H-B Bonds so called for redemption shall cease to accrue and registered owners of such 2017H-B Bonds shall have no rights in respect thereof except to receive payment of such redemption price thereof. Thc rcgistered owner of any 2017H-B Bond(s) may surrender the same at the Trust Office in exchange for an equal aggregate principal amount of fully registered 2017H-B Bonds of any other auth�rized denominati�ns, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. B-3 I l W��rr��mee T�piAR��N I-Jr.Ui�ll K� pon.Kurrr.��r .�grnr}U kM HrlunJmc�l'alm I k•vvt 1�\ �_'ul7 rriundmg � hnu.ing mJenwrc J�4t This 2017H-B Bond is transferable, as provided in the Indenture, only upon a register to bc kept for that purpose at thc Trust Oftice by the registered owner of this 2017H-B Bond in person, or by such registered owner's duly authorized attorney, upon surrender of this 2017H-B Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such registered owner's duly authorized attorney, and thereupon a ncw fully registered 2017H-B Bond(s), in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of thc chargcs therein prescribed. The Successor Agency and the Trustee may deem and treat the person in whose name this 2017H-B Bond is registered as the absolutc owner of this 2017H-B Bond for the purpose of receiving payment of, or on account of, the interest on and principal of and redemption premium, if any, on this 2017H-B Bond and for all other purposes. The Trustee shall not be rcquired to register the transfer or exchange of any 2017H-B Bond during the 15 days preceding any date established by the Trustee for selection of 2017H-B Bonds for redemption or any 2017H-B Bonds which have matured or been selected for redemption. The rights and obligations of the Successor Agency and of the registered owners of the Bonds (including the 2017H-B Bonds and the 2017H-B Bonds) may be amended at any timc in the manner, to the extent and upon the terms provided in the Indenture, but no such amendment shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Successor Agency to pay the interest or principal or redemption premium, if any, at the time and place and at the rate and in the currency provided in the Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Pledged Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds, except as provided in the Indenture, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify the rights or obligations of the Trustec without its prior written assent thereto. This 2017H-B Bond is not a debt of the City of Palm Desert, the State of California or any of its poli[ical subdivisions, and neither the City, the State nor any of its political subdivisions is liable on this 2017H-B Bond, nor in any event shall this 2017H-B Bond or any interest on this 2017H-B Bond or any redemption premium on this 2017H-B Bond be payable out of any funds or properties other than Pledged Tax Revenues and the funds pledged pursuant to the lndenture. The 2017H-B Bonds do not constitute an indebtedness within the meanina of any constitutional or statutory debt limitation or restriction, and ncither the members of the Successor Agency nor any persons executing the 2017H-B Bonds shall be personally liable on the 2017H-B Bonds by reason of their issuance. This 2017H-B Bond shall not be entitled to any bencfits under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration on this 2017H-B Bond endorsed shall havc been manually signcd by the Trustee. It is hereby certified that all of the acts, conditions and things required to exist, to have happened or to have been performed precedent to and in the issuance of this 2017H-B Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this 2017H-B Bond, together with all other indebtedness of the Success�r Agency, does not exceed any limit prescribed by the Constitution or laws of the State of B-4 (� �Nd�V:n�nna �fepie�N-��N Pdr.�\iell K.•panaSurrr..or Ag:rk��UcM HrnmJmgU'.ilm Itcti•n �A �]nl7 reiunJm. h��u.ing mdrnturc dora California, and is not in excess of the amount of 2017H-B Bonds permitted to be issued under the Indenture. IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment Agency has caused this 2017H-B Bond to be executed in its name and on its behalf by its Chair and attested by its Secretary, and has caused this 2017H-B Bond to be dated the date Crst writtcn above. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY : Attest: Secretary Chair STATEMENT OF INSURANCE [to co»ie). B-5 (1 �N��Vri��nii� I��pia�w��rd I�Jr.�Si.in Hrp�m.�tiu�i.,.,nr Af.•nic�Urhi RriundmiH'ahn Ikvri SA 2n17 rclundmg � h��u.m� inJrntur. dor� ------------------------------------------------------------------- ------------------------------------------------------------------- [TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the 2017H-B Bonds dcscribed in the within-mentioned Indenture and registered on the Bond Registration Books. Date: , 20 U.S. BANK NATIONAL ASSOCIATION, as Trustee : Authorized Ofiicer -------------------------------------- -------------------------------------- [FORM OF ASSIGNMENT] For value reccived thc undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE:The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any changc whatsoevcr. NOTICE: Signature must be guaranteed by a member of an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or other similar program. B-6 l ��rda�Vcrnmu T,�pia�Nnrd I�dr.�Sieil Hr�m�Uueer.��r ,\grnnV)rhi HrlunJing�l'�Im Ikvn 5A � 2n17 rrlunding � h��u..mg mdrmurc J��e� APPENDIX C FORM OF COSTS OF ISSUANCE FUND REQUISITION REQUISITION NO. _ wi[h reference to $ Successor Agency to the Palm Desert Redcvelopment Agency [Taxable] Tax Allocation Refunding Bonds, 2017 Series H- I. The Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") hereby requests U.S. Bank National Association, as trustee (the "Trustee") pursuant to that certain Indenture datcd as of January 1, 2017 (the "Indenture") between the Successor Agency and the Trustee, under the terms of which the Successor Agency has issued the above-captioned Bonds to pay from the moneys in the 2017H-[A][B] COI Account of the Costs of Issuance Fund established pursuant to Sections 4.04 of the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I. Such payments shall be made by check or wire transfer in accordance with the payment instructions set forth in Schedule I or in invoices submitted in accordance therewith and the Trustee may rely on such payment instructions given by the Successor Agency with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein. II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements rcquested are itemized on Schedule I hereto. III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge against the 2017H-[A][B] COI Account of the Costs of Issuance Fund. None of the items for which payment is requestcd has been reimburscd previously from the 2017H-[A][B] COI Account of the Costs of Issuance Fund. DATED: , 20 SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY : [Title] C-1 l� Wn�V:romrn Tepie�KuN Fdr.��iatt Hr�m.�5uri:.urt Agr«ry\Urhi RrlunJmgULlm Ik..•n 5A � 2u17 rriunJmg � h��u.me mJrmur; Jurr RESOLUTION NO. sa-RDa o60 A RESOLUTION OF THE BOARD OF DIRECTORS TO THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVE�OPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S ISSUANCE OF TAX ALLOCATION REFUNDING (NON-HOUSING) BONDS AND TAKING RELATED ACTIONS RECITALS: A. The former Palm Desert Redevelopment Agency (the "Former Agency") was a duly constituted redevelopment agency pursuant to provisions of the Community Redevelopment Law set forth in Section 33000 et seq. of the Health and Safety Code ("HSC") of the State of California (the "State"). B. The Former Agency undertook to redevelop four project areas (collectively, the "Project Areas"). C. The Former Agency and the City of Palm Desert (the "City") executed and delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the "Joint Powers AgreemenY'), which Joint Powers Agreement created and established the Palm Desert Financing Authority (the "Authority"). D. To finance and refinance redevelopment projects benefiting the Project Areas, the Former Agency entered into the loan agreements listed in Attachment I (collectively, the "Loan Agreements," each being a"Loan AgreemenY') with the Authority and incurred loans thereunder (collectively, the "Agency Loans," with each being an "Agency Loan"). E. Under each Loan Agreement, the repayment of the Agency Loan is secured by the pledge of tax increment revenues. F. To provide funding for the Agency Loans, the Authority issued the bonds listed in Attachment I(collectively, the "Authority Bonds"). G. As of the date of this resolution, a portion (or all) of the principal amount of each Agency Loan (and, correspondingly, an equivalent portion or all of the principal amount of each series of the Authority Bonds) remains outstanding. H. Pursuant to AB X1 26 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency of the Palm Desert Redevelopment Agency (the "Successor Agency") was constituted, and the Oversight Board to the Successor Agency (the "Oversight Board") was established. (i rda ��aoni�a l'ap�a \toid Ille� Sta(TRepoiU $uccessor ��grncrDebt Refimdmg PaLn Uesen S:\ � 2017 refundmg .$.� re.o appro�mg nnn�housing honJs doex RESOLUTION NO. SA-RDA 060 I. Pursuant to HSC Section 34177.5(a), the Successor Agency is authorized to issue bonds (the "Refunding Bonds") to refund the Agency Loans, to provide savings to the Successor Agency, provided that: (i) the total interest cost to maturity on the Refunding Bonds plus the principal amount of the Refunding Bonds shall not exceed the total remaining interest cost to maturity on the Agency Loans, plus the remaining principal of the Agency Loans to be refunded; and (ii) the principal amount of the Refunding Bonds shall not exceed the amount required to defease the refunded Agency Loans, to establish customary debt service reserves and pay related costs of issuance J. The Successor Agency desires to issue Refunding Bonds to refund all of outstanding Agency Loans (except for one of the loans incurred in 2007, which is not subject to be optional prepayment before its final maturity date of April 1, 2018) to achieve debt service savings. K. The Refunding Bonds will be issued under the authority of HSC Section 34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law"). L. The Refunding Bonds will be issued in one or more series, and may consist of tax-exempt bonds, taxable bonds or a combination thereof. M. The Refunding Bonds will be issued pursuant to, and will be secured by, a pledge of property tax revenues as provided in, an indenture (the "Indenture"), substantially in the form attached to this Resolution as Attachment II. N. Proceeds from the sale of the Refunding Bonds will be used to: (i) effect the defeasance and discharge of the Agency Loans (which may be through the establishment of refunding escrows), (ii) make deposits into debt service reserve funds, if such deposits are required pursuant to the terms of the Indenture, and (iii) pay costs of issuance of the Refunding Bonds. O. There has been presented to this Board an analysis of the potential debt service savings that will accrue as a result of issuance of the Refunding Bonds. P. Pursuant to HSC Sections 34177.5(� and 34180, the issuance of the Refunding Bonds is subject to the Oversight Board's prior approval. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: (i `rda ��c�om.n �1`epm�N'uiJ Fiks $ta(TRcpom Sueec<+or Agrni��Deht Rcfunding-,Valm Ucscrt $:� � 2U1 � rctimding � ti,q ir.o ep�+rm-ing nomhousin� bonds Aocc RESOLUTION NO. SA-RDA 060 Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Refundinq Bonds. The issuance of the Refunding Bonds in an aggregate principal amount not exceeding $240,000,000, pursuant to the provisions of HSC Section 34177.5, the Refunding Bond Law and the Indenture, is hereby approved and authorized. Section 3. Indenture. The Indenture, in the form attached as Attachment II, is hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and the Executive Director of the Successor Agency (each, an Authorized Officer"), acting individuaily, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Indenture in substantially such form, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereofl. Section 4. Oversight Board Action. The Oversight Board is hereby requested to approve the Successor Agency's issuance of the Refunding Bonds. The Secretary of the Successor Agency is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 5. Bond Purchase Aqreement. Each of the Executive Director and the Finance Officer of the Successor Agency, is hereby authorized to negotiate the terms of a bond purchase agreement (the "Bond Purchase Agreement"), by and between the Successor Agency and Stifel, Nicolaus & Company, Incorporated, as the underwriter, regarding the sale of the Refunding Bonds; provided, that the Bond Purchase Agreement shall be subject to the approval of this Board, in substantial final form, before the execution and delivery thereof. Section 6. Professionals for Refundinq. This Board hereby approves and affirms, with respect to the issuance of the Refunding Bonds, the use of: (i) Richards, Watson & Gershon, A Professional Corporation, to act as bond counsel, (ii) Best, Best 8� Krieger LLP, to act as disclosure counsel, (iii) Del Rio Advisors, LLC, to act as financial advisor, and (iv) Keyser Marston Associates, Inc. to act as fiscal consultant. The Authorized Officers are authorized to execute, on behalf of the Successor Agency, agreements to effectuate the engagement of such firms for this refunding Section 7. Other Acts. The members of this Board, the Chair, the Vice Chair, the Executive Director, the Finance Officer and all other officers of the Successor Agency, are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things (including, but not limited to, obtaining bond insurance or other types of credit enhancement, engagement of a verification agent for the defeasance escrow) which they may deem necessary or proper to effectuate the purposes of this Resolution. Any such previous action taken by such officers are hereby ratified and confirmed. U rJa \ cruwca Tap�a \1�urJ FJcvtiiafiR.ponsSu.cc+.ui :\�rn.�d)cM RcfunJ�ng Palm Ucscrt S.� �:��17 ii•(und�u�� ti:\ reso eppro� in�; non hnucin� hond. Jo:c RESOLUTION NO. SA-RDA 060 APPROVED and ADOPTED this 13th day of October, 2016. ROBERT A. SPIEGEL, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (� iJ,i \'eronica Tepia Nord Files StetT Repont tiuieessur �\gene� llebt Kefunding Pelm Dc..en �:\ � �01 � re(�nJing � S�\ rean appru� in�. non�hun.iug bomb du�t ATTACHMENTI List of Loans to be Refunded i�) (2) � (3) (4) (5) (6) (7) I 'I �8� ig) Loan Project Incurred Area Year 1 2002 1 2003 1 2004 1 2006 2 2002 2 2003 2 ' 2006 (Senes 2006A Loan) 2 2006 3 2003 (10) � 3 (11) ' 3 � (12) ; 3 � ; � 2006 (Series 2006A Loan) 2006 (Series 20066 Loan) 2006 Related Authority Bonds Series Loan Agreement Designation Project Area No. 1, As Tax Allocation Refunding Revenue Amended, Loan Agreement, Bonds (Project Area No. 1, As dated as of March 1, 2002 Amended) 2002 Series A Project Area No. 1, As Tax Allocation Revenue Bonds Amended, Loan Agreement, (Project Area No. 1, As Amended) dated as of July 1, 2003 Series 2003 Pro�ect Area No 1, As Tax Allocat�on Refunding Revenue Amended, Loan Agreement, Bonds (Project Area No. 1, As dated as of June 1, 2004 Amended) 2004 Series A Project Area No. 1, As Tax Allocation Revenue Bonds Amended, Loan Agreement, (Project Area No. 1, As Amended), dated as of July 1, 2006 2006 Series A Project Area No. 2 Loan Tax Allocation Refunding Revenue Agreement, dated as of June Bonds (Project Area No. 2), 2002 1, 2002 Series A Pro�ect Area No. 2 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Pro�ect Area No. 2), Series 2003 March 1, 2003 Project Area No. 2 Loan Agreement (2006 Senior Loans), dated as of July 1, 2006 I Project Area No. 2 Loan Agreement (2006 Subordinate Loan), dated as of July 1, 2006 Pro�ect Area No. 3 Loan Agreement, dated as of July 1, 2003 Project Area No. 3 Loan Agreement (2006 Senior Loans), dated as of July 1, 2006 Project Area No. 3 Loan Agreement (2006 Senior Loans), dated as of July 1, I 2006 Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 j Series A Subordinate Tax Allocation Revenue ' Capital Appreciation Bonds (Project Area No. 2) 2006 Series D Tax Allocation Revenue Bonds (Project Area No. 3), Series 2003 Tax Allocation Revenue Bonds ; (Project Area No. 3) 2006 Series A; I Tax Allocation Revenue Capital ` Appreciation Bonds (Project Area No 3) 2006 Series B Project Area No. 3 Loan Agreement (2006 Subordinate Loan), dated as of July 1, 2006 Subordinate Tax Allocation Revenue ; Capital Appreciation Bonds (Project Area No. 3) 2006 Series C � G rda \�ciomra'I�apia �\'orA PJe: titafT Rcpons Surecv.�,r :\tmc� llcht Hc(�md�ng Palrn Uecen �:\ �:u17 rctundmc � ti:\ itco �ppru��in�; nc�n.h�,u.in� bund: Jo:. RESOLUTION NO. (13) 4 (14) 4 (15) 4 (16) � 4 1998 Project Area No. 4 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Pro�ect Area No. 4), Ser�es 1998 March 1, 1998 2001 Project Area No. 4 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Project Area No. 4), Series 2001 November 1, 2001 2006 Project Area No. 4 Loan Tax Allocation Refunding Revenue (Series Agreement, dated as of July Bonds (Project Area No. 4) 2006 2006A 1, 2006 Series A Loan) � 2006 Project Area No. 4 Loan Tax Allocation Revenue Capital (Series Agreement, dated as of July Appreciation Bonds (Project Area No 20066 1, 2006 4) 2006 Senes B Loan) I __� G,d,-\-ero„�c� T:�p�a.Nord Fde.-Swff Repon>�S�,cce.cor A�.ene��`Ucht RMundmg.Palm Ueeen tiA .:n17 �i•funJm� � tiA rc�o appio��inf �wn�hou.ing hond� Jue� ATTACHMENT II Indenture (in substantial final form) (see attached) (i rA.i \�¢rumea I ap�a N-or,7 Poe.�ti�a0' Repons Succeswr �lgcnec llrM Refimdm� Pelm De.en SA -=u17 reGindmg � ti,\ ic.0 apyw��uf nun�houamf hond+doi� ----------------------------------------------------- ----------------------------------------------------- SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 1, 2017 Relating to $ Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds 2017 Series A -------------------------------------------- -------------------------------------------- $ Successor Agency to the Palm Desert Redevelopment Agency Taxable Tax Allocation Refunding Bonds 2017 Series B .�..�..�.�_ f��Ne�Yrn�mi� I�pia\0.��rJ I dr,�st�u H:�m.Ku��.•..or Agrrk�11 �rM k.•lunding\I'elm Ix�.��rt S,\ �'_��17 rclunJmg � nnn�h��u>mg mJ: mur: � tl U( Il'\ TABLE OF CONTENTS Pa�e ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY ...... 2 SECTION 1.01 Defnitions ................................................................................................2 SECTION 1.02 Rules of Construction . ............................................................................ 16 SECTION 1.03 Equal Security ......................................................................................... 16 ARTICLE II TERMS OF BONDS; PROVISIONS RELATING TO EXECUTION ANDDELIVERY ...................................................................................... SECTION 2.01 Authorization; Designation .................................................................. SECTION 2.02 Terms of Bonds .................................................................................... SECTION2.03 Form of Bonds . .................................................................................... SECTION 2.04 Redemption of Bonds; General Provisions Relating to Redemption. . SECTION 2.05 Execution of Bonds .............................................................................. SECTION 2.06 Transfer and Registration of Bonds ..................................................... SECTION 2.07 Exchange of Bonds . ............................................................................. SECTION 2.08 Bond Registration Books ..................................................................... SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds ....................................... SECTION 2.10 Temporary Bonds . ............................................................................... SECTION 2.11 Validity of Bonds ................................................................................. SECTION 2.12 Book-Entry System .............................................................................. ... 17 ... 17 ... 18 ... 19 ... 19 ... 23 ... 23 ... 24 ... 24 ... 24 ... 24 ... 25 ... 25 ARTICLE III ISSUANCE AND SALE OF BONDS; APPLICATION OF SALE PROCEEDS; DEPOSIT OF RESERVE POLICIES ....................................26 SECTION 3.01 Sale of Bonds; Allocation of Proceeds among Funds and Accounts......26 SECTION 3.02 Deposit of Reserve Policies ....................................................................27 ARTICLE IV TAX REVENUES; CREATION OF FUNDS ........................................... SECTION 4.01 Pledge of Tax Revenues . ..................................................................... SECTION 4.02 Special Fund; Receipt and Deposit of Tax Revenues; Debt ServiceFund . ....................................................................................... SECTION 4.03 Division of Accounts for Record Keeping . ......................................... SECTION 4.04 Costs of lssuance Fund . ....................................................................... SECTION 4.05 Establishment and Maintenance of Accounts for Use of Moneys in the Debt Service Fund . ...................................................... SECTION 4.06 Investment of� Moneys in Funds and Accounts .................................... ARTICLE V COVENANTS OF SUCCESSOR AGENCY ................. SECTION 5.01 Punctual Payment and ROPS Filings ........................ SECTION 5.02 No Priority; No Additional Parity Bonds, Except for Rcfunding Bonds; Other Obligations . ....................... SECTION 5.03 Protection of Security and Rights of Owners. ........... SECTION 5.04 Extension or Funding of Claims for Interest . ............ SECTION 5.05 Records and Accounts; Continuing Disclosure. ........ SECTION 5.06 Payment of Claims, Taxes and Othcr Charges.. ........ SECTION 5.07 Tax Covenants . .......................................................... ... 27 ... 27 �g 29 30 30 33 ............................ 33 ............................ 33 ............................ 34 ............................ 34 ............................ 34 ............................ 34 ............................ 35 ............................ 35 -i- (� �iJ��Y.•n�mi� �fapia�NoN I dr,�Staii H.•pun.�5ueu��r A,crR��lkhi NctunJmg�Palm Ik•v�n 5A �:u17 rrlunJmg � m�n�huu�ing mJ.nwrr � si UIK'X TABLE OF CONTENTS (cont.) Pa�e SECTION 5.08 Further Assurances . ................................................................................35 ARTICLEVI TRUSTEE ............................................................................................... SECTION6.01 Trustee . ............................................................................................. SECTION 6.02 Indemnification ................................................................................. SECTION 6.03 Limitation on Liability ...................................................................... SECTION 6.04 Reliancc by Trustee . ......................................................................... SECTION 6.05 Merger or Consolidation ................................................................... SECTION 6.06 Acceptance of Instructions by Electronic Transmission . ................. .. 36 .. 36 .. 37 .. 37 .. 40 .. 40 .. 40 ARTICLE VII AMENDMENT OF INDENTURE ..............................................................41 SECTION 7.01 Amendment by Consent of Owners ........................................................41 SECTION 7.02 Disqualificd Bonds .. ...............................................................................42 SECTION 7.03 Endorsement or Replacemcnt of Bonds After Amcndment . ..................42 SECTION 7.04 Opinion of Counsel .................................................................................42 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS.. SECTION 8.01 Events of Default and Acceleration of Maturities . ............ SECTION 8.02 Application of Funds upon Acceleration ........................... SECTION 8.03 Other Remedies of Owners ................................................ SECTION 8.04 Non-Waiver . ...................................................................... SECTION 8.05 Actions by Trustee as Attorney-in-Fact ............................. SECTION 8.06 Remedies Not Exclusive .................................................... SECTION 8.07 Owners' Direction of Proceedings ..................................... SECTION 8.08 Limitation on Owners' Right to Sue .................................. .. 43 ..43 .. 44 .. 44 .. 45 .. 45 .. 45 .. 45 .. 46 ARTICLE IX DEFEASANCE ............................................................................................46 SECTION 9.01 Discharge of Indebtedness ......................................................................46 SECTION 9.02 Unclaimed Moncys .................................................................................48 ARTICLE X BOND INSURANCE ...................................................................................48 SECTION 10.01 Payment under Bond Insurance Policy ...................................................48 SECTION 10.02 Additional Rights of Bond Insurer . ........................................................48 SECTION 10.03 Suspension of Rights of Bond Insurer ....................................................48 ARTICLE XI ADDITIONAL PROVISIONS RELATING TO RESERVE POLICIES ....49 SECTION 1 1.01 Draws on Reserve Policies and Repayment on Draws ...........................49 SECTION 1 1.02 Additional Rights of Bond Insurer as Provider of Reserve Policies. .....49 ARTICLE XII MISCELLANEOUS .....................................................................................49 SECTION 12.01 Liability of Successor Agency Limited to Tax Revenues . .....................49 SECTION 12.02 Bene�[s of Indenture Limited to Parties .................................................50 SECTION 12.03 Successor Deemed Included in All References to Predecessor .............. 50 SECTION 12.04 Execution of Documents by Owners . ..................................................... 50 SECTION 12.05 Waiver of Personal Liahility ................................................................... 51 -ii- G�Na��'rmmr� fapi�\N-��N I�dr�\1i�Il Rrp��m�tiurr.�.�rt A.rne��IkM R.iunJmg\I'ahu 17r,;n S:\ �_'��17 r.lunJmg � n��n�h��u.,mg mJrmurr � ii I)tK'X TABLE OF CONTENTS (cont.) Page SECTION 12.06 Content of Certificates and Reports ........................................................51 SECTION 12.07 Funds and Accounts ................................................................................51 SECTION 12.08 Destruction of Cancelled Bonds .. ........................................................... 51 SECTION 12.09 CUSIP Numbers . ....................................................................................51 SECTION 12.10 Partial Invalidity ..................................................................................... 51 SECTION12.11 Notices ....................................................................................................52 SECTION 12.12 Execution in Several Counterparts . ........................................................52 SECTION12.13 Business Days .........................................................................................53 SECT[ON 12.14 Governing Law ....................................................................................... 53 APPENDIX A LIST OF 2017A PRIOR LOANS APPENDIX B LIST OF 2017B PRIOR LOANS APPENDIX C FORM OF 2017A BOND APPENDIX D FORM OF 2017B BOND APPENDIX E FORM OF COSTS OF ISSUANCE FUND REQUISITION -iii- (�� rd��:n,mca f�pia�N-,rtd I�dr.�li�tl Hrp��m�lueern.�nr A�rn.vUteM HelundmgV'�Im Ik..rn 1� � 2n17 rrlunJmg � nun�hou.mg mdrmurr � i� INI('X INDENTURE This Indenture (this "Indenture"), dated as of January 1, 2017, is made and entered into by and between the Successor Agency to the Palm Desert Redevclopment Agency, a public body, organized and existing under and by virtue of thc laws of the State of California (the "Successor Agency"), as the successor entity to the Palm Desert Redevelopment Agency (the "Former Agency") and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustcc (the "Trustee"); RECITALS A. The Former Agency was a redevelopment agency formed pursuant to the Community Rcdevelopment Law, set forth in Part 1 of Division 24 of the Health and Safety Code of the State of California ("HSC"). B. The Former Agency undertook a program to redevelop four project areas (the "Project Arcas"). C. The Former Agency and the City of Palm Desert (the "City") executed and delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the "Joint Powers Agreement"), which Joint Powers Agreement created and established the Palm Desert Financing Authority (the "Authority"). D. To �'iriance and refinance redevelopment projects benefiting the Project Areas, the Former Agency entered into multiple loan agreements including, among others: (i) those listed in Appendix A(the "2017A Prior Loan Agreements") with the Authority and incurred loans thereunder (the "2017A Prior Loans"), and (ii) those listed in Appendix B(the "2017B Prior Loan Agreements" and together with the 2017A Prior Loan Agreements, the "Prior Loan Agreements") with the Authority and incurred loans thercunder (the "2017B Prior Loans" and togethcr with the 2017A Prior Loans, the "Prior Loans"). E. To provide funding for the 2017A Prior Loans and the 2017B Prior Loans, the Authority issucd the bonds listed in Appendix A and Appendix B, respectively. F. Pursuant to AB X 1 26 (enactcd in June 201 1), and the State Supreme Court's decision in Culifornia Redevelopment A.csnciuti��t, et nl. v. flnn Mutosa�itos. et nl., 53 Cul. 4th 2 31 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and the Oversight Board to the Successor Agency (the "Oversight Board") was establishcd. G. The Successor Agency is authorized to issue bonds (the "Bonds") to refund the Prior Loans, subject to the conditions precedent set forth in HSC Section 34177.5. H. T'he Bonds will consist of two series: (i) the Successor Agency's Tax Allocation Refunding Bonds, 2017 Series A(the "2017A Bonds") to refund the 2017A Prior Loans, and (ii) the Successor Agency's Taxable Tax Allocation Refunding Bonds, 2017 Series B(the "2017B Bonds") to refund the 2017B Prior Loans. li �N��'rromr� T�pi.i�NnN I�draSi.�n Krp��m�Suiir..�u 4grni)�Uchl HrlunJmgN'elm I�rxn i.q � tnl7 rclundmg � nomhuu.mg mJrnwrr �;i Uf K'X I. The Bonds of each series will be issued under the authority of HSC Section 34177.5 and Article 1 1(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. J. Pursuant to HSC Section 34177.5 and 34180, the issuance of the Bonds is subject to thc Oversight Board's prior approval and, pursuant to HSC Section 34179(h), all Oversight Board actions are subject to review by the California State Department of Finance (the "DOF"). K. On , 2017, the Oversight Board adopted its Resolution No. _(the "Oversight Board Resolution"), approving the issuance of the Bonds. L. The DOF has issued a letter dated , 2017, confirming the DOF's approval of Oversight Board Resolution. M. The Successor Agency has determined that the Bonds will be issued pursuant to this Indenture. N. The Successor Agency has determined that all acts and things have been done and performed which are necessary to make Indenture a valid and binding agreement for the security of the Bonds authenticated and delivered hereunder. NOW THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, and thc interest and premium, if any, on, all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions set forth therein and in this Indenture, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premities and of the mutual covenants contained in this Indenture and of the purchase and acceptance of the Bonds by Owners thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Successor Agency does hereby covenant and agree with the Trustee, for the benefit of the respective holders from timc to time of the Bonds, as follows: ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURI'1'Y SECTION 1 A l Definitions. Unless thc context otherwise requires, the terms dctined in this Section shall for all purposes of this Indenture and the Bonds and of any certificate, opinion, report, requc�t or other document herein or therein mentioned have the meanings specified bclow. "2007A PA 1 Loan" means the "Series 2007A Loan" repayable by the Former Agency (as succeeded by the Successor Agency), as described in the 2007A PA 1 Loan Agreement. "2007A PA 1 Loan Agreement" means that certain Project Area No. 1, As Amended, Loan Agreement, dated as of January 1, 2007, by and among the Former Agency (as succeeded by the Successor Agency), the Authority and Wells Fargo Bank, National Association (as succeed�d-in-interest by U.S. Bank National Ass�ciation), as trustee, which loan agreement was -2- ll \rJe��': rome.i Tapia\N-nN I drdtiull R: p��n.�iu�cr..or :\grrkqUlrM H: iundmg�P�lm Ik.:n i�\ ?nl7 r.•lundmg � nomh��u.m. mJrmurc i i� IN K'h entered into in conjunction with the Authority's issuance of its Tax Allocation Refunding Bonds (Project Area No. 1, As Amended), 2007 Series A. "2017 Escrow A�reement" means the Non-Housing Bonds Escrow Agreement, dated as of January 1, 2017, by and among the Authority, thc Successor Agency, and U.S. Bank National Association, as trustee and escrow agent, pertaining to the prepayment and discharge of the Prior Loans (and the corresponding defeasancc of related bonds issued by the Authority). "2017A Bonds" means the Successor Agency's Tax Allocation Refunding Bonds, 2017 Series A, issued under this Indcnture. "2017A COI Account" means the account by that name establishcd for the 2017A Bonds within thc Costs of Issuance Fund by the Trustee pursuant to Section 4.05(d). "2017A Prior Loans" means the loans incurred by the Former Agency (as succccded by the Successor Agency) pursuant to those Loan Agreements identified in Appendix A. "2017A Reserve Policy" means the [Debt Service Reserve Insurance Policy] issued by the Bond Insurer for the credit of the 2017A Reserve Subaccount upon issuance of the 2017A Bonds, which is a Qualified Reserve Account Credit Instrument. "2017A Reserve Subaccount" means the subaccount by that name established for the 2017A Bonds within the Reserve Account by the Trustee pursuant to Section 4.05(d). "2017B Bonds" means the Successor Agency's Taxable Tax Allocation Refunding Bonds, 2017 Series B, issucd under this Indenture. "2017B COI Account" means the account by that name established for the 2017B Bonds within the Costs of Issuance Fund by the Trustee pursuant to Section 4.05(d). "2017B Prior Loans" means the loans incurred by the Former Agency (as succeedecl by the Successor Agency) pursuant to those Loan Agreements identified in Appendix B. "2017B Reserve Policv" means the �Debt Service Reserve Insurance Policy] issued by the Bond Insurer for the credit of the 2017B Reserve Subaccount upon issuance of the 2017B Bonds, which is a QualiCed Reserve Account Credit Intitrument. "2017B Reserve Subaccount" means the subaccount by that name established for the 2017B Bonds within the Reserve Account by the Trustee pursuant to Section 4.05(d). "Annual Debt Service," with respect to the Outstanding Bonds for which the calculation is being made, means for each Bond Year, the sum of (1) the interest falling due on such Outstnnding Bonds in that Bond Year, assuming that all Outstanding Serial Bonds are retired as scheduled and that all Outstanding Term Bonds, if any, are redeemed from the Sinking Account, as may be scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), (2) the principal amount of such Outstanding Serial Bonds, if any, maturing by their terms in �uch Bond Year, and (3) the minimum principal amount of such Outstanding Term Bonds required to be paid or called and redeemed in such Bond Year. -3- (� trJ��':r��mi� �I�piR�ti��rJ I dr��llell Kcp�m.�lurrr..ar �e. nr�Ua�hi H:IunJing�P.�lm Ik•K•n �A � b�17 n�wndine � nomhnu.ing md:nwrr �� Illx'X "Average Annual Debt Service" means the average Annual Debt Service over all Bond Years. "Authority" means the Palm Desert Financing Authority, a joint powers authority formcd pursuant to a Joint Exercisc of Powers Agreement, dated as of January 26, 1989, by and between the City and the Former Agcncy. "Authorized Officer" means, with respect to the Successor Agency, the Chair (ex-nfficro [he Mayor of the Ci[y), the Vice Chair (ex-o�cio the Mayor Pro Tem of the City), the Executive Direc[or of the Successor Agency (ex-off'icio the City Manager of the City) and the Finance Ofticer (ex-nfficio the Finance Director of the City), or any other officer of the Successor Agency duly authorized to act on behalf of the Successor Agency for purposes of this Indenture. "Authorized 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 (the Trustee is entitled to conclusively rely on a Written Request of the Successor Agency directing investment in such Authorized Investment as a certification by the Successor Agency to the Trustee that such Au[horircd Investment is a legal investmcnt under the laws of the State): (i) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of� the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. For purposes of this paragraph (i), "obligations the principal of and interest on which are unconditionally guaranteed by the United States of America" include without limitation tax exempt obligations of a state or a political subdivision thereof which havc been defeased under irrevocable escrow instrurtions with non-callable obligations for which the full faith and credit of the United States of America are pledged for the payment of principal and interest. (ii) Bonds, debentures, notes or other evidence of indebtcdness issued or guaranteed by any of the followin� federal agencies, provided such obligations are backed by the full faith and credit of the United States of America (provided that stripped securities are c�nly permitted if thcy have been stripped by the agency itselt): (a) U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership (b) Farmers Home Administration (FmHA) Certificates of beneficial ownership (c) Federal Financing Bank (d) Federal Housing Administration Debentures (FHA) (e) General Services Administration Participation certificates -4- G�rd��':n�m.a Tapw�N-�rtJ I ilr.�5iei� Rrp��n.�iu.i.•.,or Ag.•n�NhrM krlundmg\I'alm Ik.vn tiA =u17 r. iundm� � nnn�hummg md.•murr i z� Ul K'X ( fl Government National Mortgagc Association (GNMA or "Ginnic Mac") GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (g) U.S. Maritimc Administration Guaranteed Title XI financing (h) U.S. Departmcnt of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds (iii) Bonds, debentures, notes or other evidence of indebtcdness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (provided that stripped securities are only permitted if they have been stripped by the agency itselt): (a) Federal Home Loan Bank System Senior debt obligations (b) Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac") Participation Certificates Senior debt obligations (c) Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations (d) Resolution Funding Corp. (REFCORP) obligations (iv) Money market fundti, including funds for which the Trustee or its afCliate� provide investment advisory or other management services, 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 AAAm-G; AAA-m; or AA-m and if rated by Moody's rated Aaa, Aal or Aa2; provided, that such money market funds are invested solely in U.S. Treasury, U.S. government agencies or U.S. local government ohligations. (v) Certificates of deposit secured at all times by collateral described in paragraph (i) and/or paragraph (ii) above; provided that such certificates must bc issued by commercial banks (including the Trustee and its affiliates), savings and loan associations or mutual savings banks and provided further that the collateral must be held by a third party and the Trustee on behalf of the Owners must have a perfected first security interest in the collateral. (vi) Repurchase Agreements for 30 days or Icss must follow the following criteria. Repurchase Agreements which exceed 30 days must be acceptable to the Bond Insurer. Purchase agreements that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower} to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm must repay the cash plus a yield to the municipal entity in exchange t�or thc securiiies at a specitied daie. -5- t'��rd.db�:n,m.a �f�pie�N-��rd V dr.�S�all Hrp��n.,�Smi.•.,ar ��erni��l�cM Rriundmg�P,,lm Ikv�rt>A � 2��17 rnunJ�n. � n�,n�hou.mg md.mur. i ti UttCX (vii) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insurcd by the Federal Deposit Insurance Corporation, including BIF and SAIF, and including those of the Trustee and its aftiliates. (viii) Investment agreements, including guaranteed investment contracts, forward purchase agreements and reserve fund put agreements acceptable to the Bond Insurer. (ix) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A-1" or better by S&P. (x) 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. (xi) Fedesal funds or banicers acceptances with a maximum term of one year ofi any bank (includin� the Trustee and its affiliates) which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P. (xii) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds; (xiii) Any state administered pool investment fund in which the Successor Agency is statutorily permitted or required [o invest will be deemed a permitted inve�tment, including, but not limited to the Local Agency Investment Fund in the treasury of the State; or (xiv) Shares of beneficial interest issued by the California Asset Managemcnt Trust, a common law trust established under the laws of the Statc. "Book-Entry Bonds" means Bonds registered in the name of the Nominee of a Depository as the Owner thereof pursuant to the terms and provisions of Scction 2.12 of this Indenture. "Bond Insurance Policy" means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. "Bond Insurer" means , a or any successor thereto or assignee [hereof. "Bond Year" means each twelve month period extending from October 2 in one calendar year to October 1 of the succeeding calendar year, both dates inclusive; except that the iirst Bond Year shall extend from the Closing Date to October 1, 2017. "Bond Year Requirement" has the meaning given to such term in Section 4.02(�. "Bonds" n�eans together, che 2017A Bands and the 2017B Bonds. "Book-Entr Bonds" means the Bonds registered in the name of thc nominee of DTC, as thc registered owner thereof, pursuant to the terms and provisions of Section 2.12. -6- G�Na��rn�m�e T�p�a�µ��rJ I�dc.�5i�11 H.•p�m,�tiuerr.,.,,rt Acrmv\I1cM R�lundme\ILIm Ilr.rn iA �'nl7 rriundmg n��mh��u.mi mJrnwrr i ii U(K'X "Business Day" mcans a day other than: (i) a Saturday or a Sunday or (ii) a day on which the banks located in the city where the corporate trust office of the Trustee is located are required or authorized to remain closed. "Certificate of the Successor Agency" means an instrument in writing signed by an Authorized Officer of the Successor Agency. "City" means the City of Palm Desert, California. "Closing Date" means January , 2017. "Code" means the Internal Revcnuc Code of 1986, as amended, and any regulations promulgated thereunder. "Consultant's Report" means a report signed by an Independent Financial Consultant or an Independent Redevelopment Consultant, as may be appropriate to the subject of the report, and including: (1) 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; (2) a bricf statement as to thc nature and scopc of the examination or investigation upon which the report is based; (3) a statement that, in the opinion of such person or firm, sufCcient examination or investigation was made as is necessary to enable said Independent Financial Consultant or Independent Redevelopment Consultant to express an informed opinion with respect to the subject matter referred to in the report. "Continuing Disclosure Arreement" means the continuing disclosure undertakings of the Successor Agency with respect to the Bonds in connection with Securities Exchange Commission Rule I Sc2-12, as originally executed and as the same may be amended and supplemented from time to time in accordance to the terms thereof. "Costs of Issuance Fund" mcans the fund by that name hcld by the Trustee pursuant to Section 4.04. "County" means the County of Riverside, California. "CountY Auditor-Controller" means the Auditor-Controller of the County. "Debt Service Fund" means the Debt Service Fund held by the Trustee pursuant to Scction 4.02. "Depository" means any securities depository acting as Depository pursuant to Section 2.12 of this Indenture. -7- �'i trJ��.•romia Tapi��ti��N FJr.�Si�it H.p��n.��uiir.��r Agrnr�H�rni HrmnJmg�Palm Ik�w•n ]A �'_��17 r:lundmc � n��mhou.ing mdrmurc i�i I71 X'X "Dissolution Act" means Parts 1.8 (commencing with Section 34161) and l.85 (commencing with Section 34170) of Division 24 of the HSC, as previously amended and as the same may be further amended from time to time. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Fair Market Value" mean� the price at which a willing buyer would purchase the investment from a willing seller in a hona 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 "f�air market value" means the acquisition price in a hona fide arm's length transaction (as referenced above) if: (i) the investment is a certificate of deposit the valuc of which is determined 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) the value of which is determined 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) the investment is the Local Agency Inves[ment Fund of the State, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yicld on a reasonably co►nparable direct obligation of the United States of America. "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness, or other evidences of indebtedness secured by the full faith and credit of the United States of America; and also any securities now or hereafter authorized both the interest on and principal of which are guaranteed directly by the full faith and credit of the United States of America, as and to the extent that such securities are eligible for the legal investment of Successor Agency funds. "Fiscal Year" means the period commencing on July I of each year and terminating on the next succeeding June 30, or any other annual accounting period hereafter selected and designaled by the Successor Agency as its Fiscal Year in accordance with the Law and identified in writing to the Trustee. "Former Aaencv" means the former Palm Desert Redevelopment Agency, a redevelopment agency established and existed under the Law, which was dissolved on February 1, 2012 pursuant to thc Dissolution Act. "HSC" means the Health and Safcty Code of the State. "Housin� Portion" means the portion of the property tax revenucs reyuired to be deposited by the County Auditor-Controller into the RPTTF that is equal to the dollar amount that the Former Agency would have been required to deposit into the Low and Moderate Inc�me Housing Fund pursuant to Sections 33334.2 and 33334.3 of the Law, if the Former Agency had -8- (1 �W��\�rr��ni�a �f�ry��N��nJ I d:.�li�ll Hrpnn..�>ueer�.nr :\grnc��I1�M Hrlunding�l'elm Ikti�n \:\ �:i�17 irlundmi � numh��u.in� rodrmwe � z� U( Il'X not been dissolved and such provisions were applicable in each fiscal year that thc Bonds remain Outstanding. "Indenture" means this Indenture, as may be amended from time to time in accordance with the [erms hereof. "Independent Certified Public Accountant" means any certitied public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State of California, appointcd and paid by the Successor Agency, and who, or each of whom: (1) is in fact independent and not under the domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency; and (3) is not connected with the Successor Agency as a member, officer or employee of the Successor Agency, but who may be regularly retained to make annual or other audits of the books of or reports to the Successor Agency. "Independent Financial Consultant" means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the Successor Agency and who, or each of wham: (1) is in fact independent and not under the domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency; and (3) is not connected with the Successor Agency as a member, officer or employee of the Successor Agency, but who may be regularly retained to make annual or other reports to the Successor Agency. "Independent Redevelopment Consultant" means a consultant or firm of such consultant� generally recognized to be well yualified in the field of consulting relating to tax allocation bond financing by California redevelopment agencies, appointed and paid by the Successor Agency, and who, or each of whom: (1) is in fact independent and not under the domination of the Successor Agcncy; (2) does not have any subs[antial interest, direct or indirect, with the Successor Agency; and -9- (1 �rJ��\-rr��mre �I��pie\N��rJ I d..�iiatt Rrp��naSuee:..��r A.rncyU�.•M H.tunJin�U'alin hrx•n iA �'_�i17 i; IunJin� � numhou.ing md.•niuc i i� 1 �l l('\ (3) is not connected with the Successor Agency as a member, officer or employee of the Successor Agency, but who may be regularly retained to make annual or other reports to the Successor Agency. "Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.orQ; provided, however, in accordance wilh then current guidelines of the Securities and Exchange Commission, Information Services shall mean such other facilities or organizations providing information with respect to called bonds as may be designated to the Trustee in writing. "Interest Account" means the account by that name within the Debt Service Fund held by thc Trustee pursuant to Section 4.05(a). "Interest PaYment Date" means, with respect to the Bonds, each April 1 or October 1, on which interest on the Bonds is scheduled to be paid, commencing [April] 1, 2017. "Law" means the Community Redevelopment Law of the State of California (bcing Part I of Division 24 of the Health and Safety Code of the State of California, a� amendcd), and all laws amendatory thereof or supplemental thereto, including the Dissolution Act. "Letter of Representations" means the Blanket Issuer Letter of Representations, dated , 2017, from the Successor Agency to the Depository, qualifying bonds issued by the Succes�or Agency for the Depository's book-entry system as originally executed or a� it may be supplemcnted or rcvised or replaced by a lctter to a substitute depository. "Maximum Annual Debt Service" means, with respect to the Outstanding Bonds for which the calculation is being made, the largest Annual Debt Service during the period from the date of calculation through the final maturity date of such Bonds. "Moody's" means Moody's Investors Service and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency. "Nominee" means Cede & Co., or another nominee of the Depository, which may be thc Depository, as determined from time to time pursuant to Section 2.12 of this Indenture. "Obli at� ions" means obligations of the Successor Agency and includes, without limitation, bonds, notes, interim certiticates, debentures or other obligations. "Outstandin�" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.02) all Bonds except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; -10- (1 �Na��'rmmu �f�pw\W��N I ilr.��ieu H.pondlu..r..�rt .lgrnigVkhl HrlundmcH'�Im Urx•n 5A �'_ul7 rrlundmg � n��n�hou.ing mJ.nwr: � il UI I( \ (2) Bonds paid or deemed to have bcen paid within the meaning of Section 9.01; and (3) Bonds in lieu of or in substitution for which other Bonds shall have hccn authorized, executed, issued and delivered by the Successor Agency pursuant to the Indenture. "Oversight Board" means the oversight board to the Successor Agency established pursuant to HSC Section 34179. "Owner" means the registered owner of any Outstanding Bond according to the registration books held by the Trustee pursuant to Section 2.08. "PA 1 Redcvelopment Plan" means the redevelopment plan for the Project Arca No. 1, As Amended, adopted and approved by Ordinance No. 80, adopted by the City Council of the City on July 16, 1975, and together with all amendments thereto (including pursuant to Ordinance No. 157 adopted on March 24, 1977, Ordinance No. 166 adopted on August 25, 1977, Ordinance No. 275 adopted on November 25, 1981, Ordinance No. 324 adopted on October 13, 1983, Ordinance No. 397 adopted on November 29, 1984, Ordinance No. 484 adopted on December 1l, 1986, Ordinance No. 589 adopted on December 7, 1989, Ordinance No. 628 adopted on January 24, 1991, Ordinance No. 629 adopted on January 24, 1991, Ordinance 765 adopted on December 8, 1994, Ordinance No. 1035 adopted on February 27, 2003 and Ordinance No. 1082 adopted on December 9, 2004). "PA 2 Redevelopmcnt Plan" means the Redevelopment Plan for the Project Area No. 2, adopted and approved by Ordinance No. 509, adopted by the City Council of the City on July 15, 1987, and toge[her with all amendments thereto (including pursuant to Ordinance 766 adopted on December 8, 1994, Ordinance No. 1036 adopted on February 27, 2003, and Ordinance No. 1083 adopted on December 9, 2004). "PA 3 Redcvelopment Plan" means the Redevelopment Plan for the Project Area No. �, adopted and approved by Ordinance No. 652, adopted by the City Council of the City on July 17, 1991, and together with all amendments thereto (including pursuant to Ordinance 767 adop[ed on December 8, 1994, Ordinance No. 1062 adopted on February 27, 2003 and Ordinance No. 1084 adopted on Dccember 9, 2004). "PA 4 Redevelopment Plan" mcans the Redevclopment Plan for thc Project Area No. 4, adopted and approved by Ordinance No. 724, adopted by the City Council of the City on July 19, 1993, and together with all amendments thereto (including pursuant to Ordinance 768 adopted on December 8, 1994, Ordinance No. 1063 adopted on February 26, 2004 and Ordinance No. 1085 adopted on December 9, 2004). "Parit.y Obli ations" means any Obligations incurred pursuant to Section 5.02 payable from, and secured by a lien on and pledge of, Tax Revenues on a parity with the Bonds. "Parity Reserve Accounts" means the debt service reserve account(s), if any, to be cstahlished and maintaincd for Parity Obliga[ions, as required by thc indenture (or similar instrument) governing the Parity Obligations. -11- (1 trJe�� mmca T�pie\NnN I�d:.�iiell K.pond\uii:..nr :�gcrk��l kM R: IunJmiULlm I�rti•n L\ �'_nl7 rriimJin•, nan hnu.mg mdrnwrr � t� I��tt'X "Participants" means thosc broker-dealers, banks and other financial institutions from time to timc for which the Depository holds Book-Entry Bonds as securities depository. "Pass-Throu��reements" mcans, collectively, the following agreements entered into by the Former Agency pursuant to Section 33401 of the Law: (A) with respect to Project Area No. l, As Amended —(i) the County of Riverside, (ii) the Coachella Valley Mosquito Abatement District, (iii) the Coachella Valley Recreation and Park District, (iv) the Coachclla Valley Water District, (v) the Desert Community College District, (vi) the Desert Sands Unifed School District and (vii) the Riverside County Superintendent of Schools; (B) with respect to Project Area No. 2—(i) the County of Riverside, (ii) the Coachella Valley Community College District, (iii) the Coachella Valley Mosquito Abatement District, (iv) the Desert Sands Unified School District, (v) the Palm Springs Unified School District and (vi) the Riverside County Superintendent of Schools; (C) with respect to Project Area No. 3—(i) the County of Riverside, (ii) the Coachella Valley Mosquito Abatement District. (iii) the Coachella Valley Recreation and Park District, (iv) the Coachella Valley Water District, (v) the Desert Community College District, (vi) the Descrt Sands Unified School District and (vii) the Rivcrside County Superintendent of School; and (D) with respect to Project Area No. 4—(i) the Desert Sands Unified School District, (ii) the Desert Communiry College District, (iii) the Coachella Valley Mosquito Abatement District, (iv) the Coachella Valley Recreation and Park District, (v) the Coachella Valley Water District, (vi) the Coachella Valley Resource Conservation Center and (vii) the Riverside County Superintendent of Schools District (�ic). "Principal Account" means the account by that name within the Debt Service Fund held by the Trustee pursuant to Section 4.05(b). "Principal Payment Date" means cach October 1 on which principal of any Bond is scheduled to be paid. "Principal Reserve" has the meaning given to such term under Section 4.02. "Prior Loans" means, together, the 2017A Prior Loans and the 2017B Prior Loans. "Project Area No. I, As Amended" means the project area described and defined in the PA 1 Redevelopment Plan. "Project Area No. 2" means the project area described and defined in the PA2 Redevelopment Plan. "Projcct Area No. 3" means thc project area described and defined in the PA3 Redevelopment Plan. -12- ll kd��Vrnnme �f�pu�N��N I-ik.�iieil Rr�m.�Jui�r.,��r r\grni�HA•M H.IunJmg�P�lm I�rvn iA �'_ul7 rrlunJmg � nnmhausmg mJrmur� i ii I1(iC'X "Project Area No. 4" means the project area described and defined in the PA4 Rcdevelopment Plan. "Project Areas" means, collectively, Project Area No. 1, As Amended, Project Area No. 2, Project Area No. 3 and Project Area No. 4. "Qualified Reserve Account Credit Instrument" means an irrevocable standby or direct- pay letter of credit, surety bond or insurance policy issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.05(d), provided that all of the following requirements are mct: (i) at the time of issuance of the instrument, the long-term credit rating of such bank is within the two highest rating categories (without regards to any numerical or "+/-" modifier) of Moody's or S&P, or the claims paying ability of such insurance company is rated within the two highest rating categories (without regards to any numerical or "+/-" modifier) of S&P or A.M. Best & Company, or if any of the Bonds are insured, [he long- term credit ra[ing of such bank or claims paying ability of such insurance company is at least as high as the insured rating of the Bonds; (ii) such letter of credit, surety bond or insurance policy has a term which ends no earlier than the last Interest Payment Date of the Bonds to which the Reserve Requirement applies; (iii) such letter of credit, surety bond or insurance policy has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be releascd pursuant to Section 4.05(d); and (iv) the Trustee is authorized pursuant to the terms of such letter of credit, surety bond or insurance policy to draw thereunder amounts necessary to carry out the purposes specified in Section 4.05(d), including the replenishment of the Interest Account, the Principal Account or the Sinking Account. Bonds. "Rebate Amount" has the meaning ascribed to it in the Tax Certificate relating to the "Record Date" means, with respect to any Interest Payment Date, the Cfteenth calendar day of the month immediately preceding such Interest Payment Date, whether or not such day is a Busincss Day. "Redcvelo�ment Obligation Retirement Fund" means the fund by that name established and held by the Successor Agency pursuant to HSC Section 34170.5. "Refundin�Bond Law" means Article 1 1(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State. "Reserve Account" means the account by that name within the Debt Scrvice Fund held by the Trustee pursuant to Section 4.05(d). "Reserve Policies" means the 2017A Reserve Policy and the 2017B Reserve Policy. "Reserve Subaccount" means either of the 2017A Reserve Subaccount or the 2017B Reserve Subaccount. "Reserve Requirement" means, for each series of Bonds, as of the date of calculation, an amount eyual to the least of (i) ten percent of the sum of the original stated principal amounts of the Bonds of such series at issuance, (ii) 125 percent of Average Annual Debt Service of the -13- (; �N.��C�r��m.� Lpu�NorS I,k.�tit�lt R.p�m.�lu..c,>nr nr:m��U.M H;wndmgU'�lm Ik.:n �:\ � 2��17 relunJmg non h�,u.,mE mJ��mw. i4�1>eK'X Outstanding Bonds of such series or (iii) Maximum Annual Debt Service of thc Outstanding Bonds of such series. "ROPS" means a Recognized Obligation Payment Schedule, prepared by the Successor Agency pursuant to the Dissolution Act (including HSC Section 34177 and Section 34191.6), on which the Successor Agency's anticipated payments for enforceable obligations for the upcoming ROPS Payment Period(s) are listed. "ROPS Period" means the annual fiscal period (commencing on each July 1) covered by a ROPS; provided that if the Dissolution Act is hereafter amended, such that each ROPS cover� a fiscal period of a different length, then "ROPS Period" shall mean such other fiscal period per the Dissolution Act, as amended. "ROPS Payment Period" means the six month fiscal period (commencing on each January 1 and July 1) during which moneys distributed on a RPTTF Distribution Date are permitted to be expended under the Dissolution Act; provided that if the Dissolution Act is hereafter amended, such that each ROPS Payment Period covers a fiscal period of a different length, then "ROPS Payment Period" shall mean such other fiscal period per the Dissolution Act, as amcnded. "RPTTF" means the Redevelopment Property Tax Trust Fund established and held by the County Auditor-Controller pursuant to HSC Section 34172(c) and 34170.5, into which the property tax revenues that would have been allocated to the Former Agency pursuant to subdivision (b) of Section 16 of Article XVI of the Constitution of the State are deposited and administered in accordance with the provisions of the Dissolution Act. "RPTT'F Disbursement Date" means each January 2 and June 1(or such other date(s) as provided in the Dissolution Act) on which the County Auditor-Controller is required pursuant to the Dissolution Act to disburse moneys deposited in the RPTTF to [he Successor Agency for payment on enforceable obligations pursuant to an approved ROPS. "S&P" means S&P Global Ratings, its successors and assign�, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designatcd by the Successor Agcncy. "Securities Depository" means The Depository Trust Company, 55 Water Street, New York, New York 10041, or such other addresses provided by the DTC; or in accordance with then applicable guidelines of the Securities and Exchange Commission, such other securitieti dcpository or no security depository, as designated to the Trustee in writing. "Serial Bonds" means Bonds for which no mandatory sinking account payments are provided. "Sinkin� Account" means the account by that name within the Debt Service Fund held by the Trustee pursuant to Section 4.05(c). -14- G�rJe�V:r��niia T�pi��W��rJ I ilr.�li�ii R.•p�m.�Sucer.�nr nc.ni��lkhi RriunJineH'�Im IA�vn S,\ _'��17 rciundmg � nomhammc inJrm�ur �� INK'X "Sinking Account Installment" means the amount of money required by or pursuant to this Indenture ro be paid by the Successor Agency on any single date toward the retiremcnt of any particular Term Bonds on or prior to thcir respective stated maturities. "Sinkin� Account Payment Date" means any date on which Sinkin� Account Installments on any Term Bonds are scheduled to be paid. "Special Fund" means the Special Fund held by the Successor Agency pursuant to Scction 4.02. "State" means the State of California. "State Department of Finance" means the California Department of Finance. "Successor A e�ncy" means the Successor Agency to the Palm Desert Redevelopment Agency, which was established pursuant to the Dissolution Act as the successor to the Former Agency. "Supplemental Indenture" means any indenture then in full force and effect which has been entered into by the Successor Agency and the Trustee, amendatory of or supplemental to this Indenture; but only if and to the extent that such Supplemental lndenture is specifically authorized under this Indenture. "Tax Certificate" means the Certificate Regarding Compliance with Certain Tax Matters (or similar document) pertaining to the use and investment of proceeds of the 2017A Bonds, executed and delivered by an Authorized Officer of the Successor Agency on the Closing Date, including any and all exhibity and attachments thereto. "Tax-Exempt" means, with respect to interest on any obligations of a state or local government, including the interest on the Tax-Exempt Bonds, that such interest is excluded from gross income for federal income tax purposes whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating tax liabilitics, including any alternative minimum tax, under the Code. "Tax Revenues" has the following meaning: (a) All property taxes deposited from time to time into the RPTTF (consisting of all property tax revenues that would have been allocated to the Former Agency pursuant to suhdivision (b) of Sec[ion 16 of Article XVI of the Constitution of the State and that are deposited and adminislered in accordance with the provisions of the Dissolution Act), but excluding the following amounts: (i) administrative costs of the County Auditor-Controller deducted as required by HSC Section 34183(a); (ii) amounts payable to affected taxing entities pursuant to the Law (including payments under HSC Sections 33676, 33607.5 or 33607.7 and the Pass-Through Agreements), except to the extent such payment to a taxing entity has been subordinated to the Bonds, (iii) the Housing Portion, and (iv) amounts repayable hy the Successor Agency with respect to [he 2Q07A PA 1 Loan (including any reimbursement to the bond insurer for draws on the related bond insurance policy and the debt service reserve surety bond) pursuant to the terms of thc 2007A PA 1 Loan Agreement. -15- l{ \Wa\��innu.� 1 apiAN��N 1 Jc.\Si�ll R.pam�Suii:,,�a .4ecni��l��hi R.lundme�i`�Im Urv�n 5:1 �?u17 irimNme namhou,mg mJrmurr i L Irill'X (b) In the event that the provisions of the Dissolution Act are invalidated because of a final judicial decision or a change in law, such that property tax revenues described above are in longer deposited into the RPTTF, then Tax Revcnues shall mean all revenucs derived from taxes levied on properties that would have been allocated to the Former Agency pursuant to Section 16(b) of Article XVI of the California Constitution, subject to the exclusions stated in paragraph (a) above, as such exclusions are then in effect pursuant to the law of such time. "Term Bonds" means Bonds which are payable on or before their specified maturity dates from mandatory sinking account payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. "Total Maturity Amount" means with respect to any Outstanding Bond, the abgregate principal amount thereof. "Trust Office" means the corporate trust ofCce of the Trustee at the address set forth in Section 12. l 1; provided, however, for transfer, registration, exchange, payment and surrender ot� Bonds, "Trust Office" means the corporate trust office of U.S. Bank National Association in St. Paul, Minnesota, or such other office designated by the Trustee from time to time. "Trustee" means U.S. Bank National Association, and its successors and assigns, or any other corporation or association which may at any time be substituted in its place, as provided in Scction 7.01. "Underwriter" means Stifel, Nicolaus & Company, Incorporated. "Written Request of the Successor A eg ncY.' means an instrument in writing signed by an Authorized Officer of the Successor Agency. SECTION 1.02 Rules of Construction. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be decmed to include thc neuter, masculine or feminine gender, as appropnate. (b) Headings of articles and sections in and the table of contents of this Indenture are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) Unless otherwise indicated, all references herein to "Articles", "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words "herein", "hereof', "hereby", "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivisicm hereof. SECTION I.03 Ec�ual Security. In consideration of the acceptance of the Bonds by the Owners thereof, the Indenture shall be deemed to be and shall constiwte a contract between the -16- ('� �iJa��rr�,m.� �I��pia�V.��rJ V il:.�i�ail Hrp��n.�1u��r..,�r 4grn.��ila•M k:iunJin.�Palm Ucx•n ].4 ?u17 r.•IunJin� � nun hnu.,ing inJrmurr � h I��A'X Successor Agency and the Trustee for the benefit of Owners from time to time of all Bonds issued under this Indenture and then Outstanding to secure the full and final payment of the interest on and principal of and redemption premiums, if any, on all Bonds authorized, executcd, issued and delivered under this Indenture; and the agreements and covenant� set forth in this Indenture 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 Bonds over any other Bonds, subject to the agreements, conditions, covenants and provisions contained in this Indenture. ARTICLE II TERMS OF BONDS; PROVISIONS RELATING TO EXECUTION AND DELIVERY SECTION 2.01 Authorization; Desi ng ation. (a) The Successor Agency has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in duc time, form and manner as required by law, and the Successor Agency is now duly authorized pursuant to each and every requirement of la��, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Successor Agency hereby authorizes the issuance of the 2017A Bonds for the purpose of refunding the 2017A Prior Loans and the issuance of the 2017B Bonds for the purpose of refunding the 2017B Loans. (b) The Successor Agency may at any time execute and deliver the 2017A Bonds, designated the Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds, 2017 Series A, authorized to be issued under this Indenture, in the aggregate principal amount of Dollars ($ ). Upon the Written Request of the Successor Agency, the Trustee shall authenticate and deliver the 2017A Bonds. (c) The Successor Agency may at any time execute and deliver the 2017B Bonds, designated the Successor Agency to the Palm Desert Redevelopment Agency Taxable Tax Allocation Refunding Bonds, 2017 Series B, authorized to be issued under this Indenture, in thc aggregate principal amount of Dollars (5 ). Upon the Written Request of the Successor Agency, the Trustee shall authenticate and deliver the 2017B Bonds -17- (1 �nLd�'; r��mia T�pia\N-��rJ I dr.��i�ii H; p��n.�iue�r„��i A��nr��lk•hi HrwnJmi�P�lm I k��rt SA �'_ul7 rriunJing non�h��u..mg mJeniurr i i� I N K'X SECTION 2.02 Terms of Bonds. (a) The 2017A Bonds shall bc dated as of the Closing Date, shall mature on October 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows: Year Principal Interest (October 1) Amount Rate (b) The 2017B Bonds shall be dated as of the Closing Date, shall mature on October 1 in each of the year5 and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows: Year Principal Intcrest (October 1) Amount Ratc (c) The Bonds of� each series shall be delivered in fully registered form, numbered from one upwards in consecutive numerical order, and shall be executed and delivered in the denominations of $5,000 or any integral multiple thereof (d) Each Bond of each series shall bear interest from the lnterest Payment Date immediately preceding the date of authentication thereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date to and including such Interest Payment Date, in which event it shall bcar interest from such Intcrest Payment Date, or (ii) it is auihenticated on or prior to �he Record Date for the first Interest Payment Date, in which event it shall bear intcrest from the Closing Date; provided, however, -18- �1 �rJ.��\�:n�mr�Tepi.i�N��rJ I d..�tii,ui H,�pnrt�\�ui�:�.��r AE.•nic\Ilrhi H:iunJingU'�Im I�r,:rt i,1 ]nl7 rr�unJin. nomh��u.mc ind.nwr; �}� I)11('X that if, at the time of authentication of any Bond, interest with respect to such Bond is in default, such Bond shall bear interest from [he Interest Payment Date to which interest has been paid or made available for payment with respect to such Bond. Interest with respect to any Bond shall be payable in lawful money of� the United States of America on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date, such interes[ [o be paid by check of the Trustee, mailed by Cirst class nlail or draft on the Interest Payment Date to the Owner at such Owner's address as it appears, on such Record Date, on the bond registration books maintained by the Trustee; provided, however, that at the written request of the Owner of Bonds in the aggregate principal amount of � 1,000,000 or more filed with the Trustee prior to any Record Date, interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by transfer of immediately available funds to an account in the United States designated in such written request. Payments of defaulted interest with respect to the Bonds shall be paid by check to the Owners of the Bonds as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the registered Owners of the Bonds not less than ten days prior to such special record date. The principal of and premium, if any, on the Bondti are payable when due at the Trust Office in lawful money of the United States of America. (e) Notwithstanding the foregoing provisions of this Section 2.02, paymcnts with respect to Book-Entry Bonds shall be subject to the Depository's procedures pursuant to Section 2.12. SECTION 2.03 Form of Bonds. (a) The 2017A Bonds, the certificate of authentication and the assignment to appear thereon shall be substantially in the forms attached as A_ppendix C, with necessary or appropriate variationti, omissions and intiertions as permitted or required by this Indenture. (b) The 2017B Bonds, the certiticate of authentication and the assignment to appear thereon shall he substantially in the forms attached as Appendix D, with necessary or appropriate variations, omissions and insertions as permitted or required by this Indenwre SECTION 2.04 Rcdemption of Bonds; General Provisions Relatina to Redem�tion. (a) Optional Redemption. (1) The 2017A Bonds maturing on or before October 1, 20_ shall not be tiubject to optional redcmption prior to their maturity. The 2017A Bonds maturing on or after October 1. 20_ shall be subject to redemption as a whole or in part from such maturities as the Successor Agency shall designate (which notice of designation shall be delivered to the Trustee no later than 45 days prior to the redemption date, or such shorter period as agreed to by the Trustee in its discretion), prior to their maturity at the option of the Successor Agency on any date on or after October I, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to [ 100] percent of the principal amount of the 2017A Bonds to he redeemed, together with interest accrucd thereon to the date tixed for rcdemption, without prcmium. -19- (� \f�J\�i'fu110.J TSQId\Nn(� I'IlfdClJll IL.•p�m.�Succr..��r :\grney�lkM HrwnJme�l'�Im Ikvn S,\ �'_��li r.9undmg � non h�w,mg mJrmu�r � t� I��K'X (2) The 2017B Bonds maturing on or before October l, 20_ shall not be subjcct to optional redemption prior to their maturity. The 2017B Bonds maturing on or after October 1, 20_ shall be subject to redemption as a whole or in part from such maturities as the Successor Agency shall designate (which notice of designation shall be delivered to the Trustee no later than 45 days prior to the redemption datc, or such shorter period as agreed to by the Trustee in its discretion), prior to their maturity at the option of the Successor Agency on any date on or after October 1, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to [ 100] percent of the principal amount of the 2017B Bonds to be redeemed, together with interest accrued thereon to the date �xed for redemption, without premium. (b) Mandatory Sinking Account Redemption. (1) The 2017A Bonds maturing on October 1, 20_ and October 1, 20_ are also subject to redemption prior to their stated maturity, in part by lot, from Sinking Account Installments deposited in the Sinking Account on October 1 of each year co►nmencing October 1, 20_ and October l, 20_, respectively, at the principal amount thereof and interest accrued thereon to the date fixed for redemption, without premium, according to the following schedules: 2017A Bonds maturing October 1, 20 Redemption Date Sinking Account (October 1) Installment 20_ (Maturity) 2017A Bonds maturingOctober 1, 20 Redemption Date Sinking Account (Oc[ober 1) Installment 20_ (Maturity) (2) The 2017B Bonds maturing on October 1, 20_ and October 1, 20_ are also subject to redemption prior io their stated maturity, in part by lot, from Sinking Account Installments deposited in the Sinking Account on October 1 of each year commencing October 1, 20_ and October 1, 20_, respectively, at the principal amount thereof and interest -20- l� �N,��Vrr��mca lapi�\N��rJ I dr.�llell krp��.\Suiu�.wr ngirkpV)chl R� IunJin�nPelm Ikx•rt SA 'ul7 rriundmc � n��n hou.�ng mdrmua� i ii I�tK'\ accrued thereon to the date �xed for redcmption, without premium, according to the following schedulcs: 2017B Bonds maturing October 1, 20 Redemption Date Sinking Account (October 1) Installment 20_ (Maturi[y) 2017B Bonds maturing October 1, 20 Redemption Date Sinking Account (Octobcr 1) Installment 20_ (Maturity) (c) General Redemption Provisions (1) Selection of Bonds. With respect to the redemption of Outstandin� Bonds of any series, whenever less than all of such Bonds of a maturity are called for redemption at any one time, the Trustee shall select the Bonds to be redeemed from the Outstanding Bonds of such series and maturity not previously selected for redemption, by lot; �rovided, that if less than all of the Outstanding Term Bonds of any maturity and series are called for optional redemption, each future Sinking Account Installment with respect to such Term Bonds will be reduced on a pro ratu basis (as nearly as practicable) in integral multiples of $5,000, so that the total amount of Sinking Account lnstallment payments (with respect to such Term Bonds) to be made after the optional redemption shall be reduced by an amount equal to the principal amount of the Term Bonds so redeemed, as shall be designated by the Successor Agency to the Trutitee in writing. (2) Purchase in Lieu of Redemption. In lieu of rcdemption of any Term Bond, upon the Written Request of the Successor Agency, the Trustee may apply amounts on deposit in the Debt Service Fund or the Sinking Account at any time, for the purchase of such 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 determine in its discretion, but not in excess ot� the principal amount thcrcof. No Bonds shall be so purchased by the Trustee with a settlement date more than 60 days prior to the redemption date. The principal amount of any Term Bonds so purchased by the -21- G�Ne\l�ir��mia T�pi��N-nN I�d..�1Wll H:�m.�Suci:..��r Ag.rr�\I>rhi HrlunJinfU'alm Urti•n 5.4 2�i17 rrtunJing � nomh��u.mg indrnmrr i ii INR'X Trustee in any 12 month period ending 30 days prior to any Principal Payment Date in any year shall be credited towards and shall reduce the principal amount of such Term Bonds required to be redeemed on such Principal Payment Date in such year. (3) Notice. Notice of redemption shall be sent by first class mail (or with respect to notices to be received by DTC or its nominee, the Information Services or the Securities Depository, by such transmission method as acceptable to such entity) by the Trustee, on behalf and at the expense of the Successor Agency, not more than 60 days and not less than 30 days before the redemption date to: (i) the respective Owners of Bonds designated for redemption at their addresscs appearing on the bond registration books of the Trustee, (ii) the Information Services, and (iii) the Securities Depository. Each notice of redemption shall statc the date of such notice, the Bonds to be redeemed, the series designation the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity are to be redeemed, the distinctive certificate numhers of the Bonds of such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of ihe principal amount ihereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of such Bonds the redemption price thereof or of said specified portion of [he principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and afler such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption notice. If, at the time that the notice redemption is sent to the Owner, the Successor Agency has not deposited with the Trustee sufficient funds to pay the redemption price and accrued interest, in full, with respect to the Bonds being called, the notice shall expressly state that the redemption is conditioned upon the Successor Agency's deposit of funds on or before the redemption datc. Failure by the Trustee to give notice pursuant to this Section to the Information Services or Securities Depository, or the insufficiency of (or the defect in) any such notice shall not affect the sufficiency of the proceedings for redemption. The failure of any Owner to receive any redemption notice sent ro such Owner and any defect in the notice so sent shall not affect the sufficiency of the proceedings for redemption. (4) Partial Redemption. Upon surrender of any Bond redeemed in part only, the Successor Agency shall execute (manually or by facsimile) and the Trustee shall authenticate and deliver to the Owner of such Bond, at the expense of the Successor Agency, a new Bond or Bonds of authorized denominations eyual in aggregate principal amount to [he unredeemed portion of the Bond surrendered and of the same interest rate, the same maturity and the same series designation. A partial redemption shall be valid upon payment of the amount required to be paid to the registered owner, and the Successor Agency and [he Trustee shall be released and discharged from all liability to the extent of such payment. (5) Right to Rescind. The Successor Agency shall have the right to rescind any optional redemption by written notice of rescission. Any notice of optional redemption shall be cancelled and annulled if for any reason funds are not available on the date Cixeci f�r redemption f�r the payment in full of the Bonds then called for redemption. Neithcr such cancellation nor lack of available funds shall constitute an Event of Default under this -22- t��ide�V:n,m��l��pi��UordV�il,-.Ki,�uH:pon.�lueer.�nr,\eene��IkhtHrlunJme\V'�Imlk•..:rtSA�'_��17rc1unJm. nonh��u.m¢mJ.mur.itiUlX'X Indenwre. The Trustee will send notice of rescission of such redemption in the same manner as the original notice of redemption was sent. (6) Eft�ect of Redemption. From and after the date fixed for redemption, if notice of such redemption shall have been duly given and funds available for the payment of such redemption price of the Bonds so called for redemption shall have been duly provided, no interest shall accrue on such Bonds from and after the redemption date specified in such notice. Such Bonds, or parts thereof redeemed, shall cease to be entitled to any lien, benefit or security under the Indenture. All Bonds redeemed pursuant to the provisions of this Section shall be canceled by the Trustee and the Trustee shall upon Written Request of the Successor Agency deliver a certificate of destn�ction to the Successor Agency. SECTION 2.05 Execution of Bonds. The Chair (or in the Chair's absence, the Vice Chair) of the Successor Agency is hereby authorized and directed to execute each of the Bonds on behalf of the Successor Agency and the Secretary (or an Assistant Secretary or Deputy Secretary) of the Successor Agency is hereby authorized and directed to attest each of the Bonds on behalf of the Successor Agency. Any such signatures may be printed, lithographed or reproduced by other kinds of facsimile reproduction, on a Bond to the extent permitted by law. In case any officer whose signature appears on the Bonds shall cease to be such officer before the delivcry of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes the same as though such officer had remained in office until such delivery of the Bonds. Only such 2017A Bonds and 2017B Bonds bearing thereon a certificate of authentication and registration in the form set forth in Appendix C or Appendix D, as applicable, executed manually by the Trustee, shall be entitled to any benefts under the Indenture or be valid or obligatory for any purpose, and such certifcate of the Trustee shall be conclusive evidence that the Bonds so registered have been duly issued and delivered under this Indenture and are entitled to the benefts of the Indenture. SECTION 2.06 Transfer and Re�istration of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books reyuired to be kept pursuant to [hc provis+ons of Section 2.08, by the person in whose name it is registered, in person or by that person's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied hy delivery of a written instrument of transfer in substantially the form set forth in Appendix C(with respect to the 2017A Bonds) or Appendix D(with respec[ to the 2017B Bonds), duly executed. Whenever any Bond or Bonds shall be surrendered for transfer, the Successor Agency shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds of the same series and like tenor, maturity and Total Maturity Amount. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such trantifer shall be paid by the Succestior Agency, except that the Trutitee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. -?3- l l kda�Y,mmcx Taqu�N��rd I�d��.Ktstt kcp��rt.Uueee.wr ��grn�e\llcht RclundmgU'�hn ikti�n 1A �'_iiR rrlundmg � aumhuu.wg indrnmec i i� UlK'X The Trustee 1hall not be required to register the transfer or exchange of any Bond during the 15 days preceding any date established by the Trustee for selection of Bonds for redemption or any Bonds which have matured or been selected for redemption. SECTION 2.07 Exchan�e of Bonds. Bonds may be exchanged at the Trust Office for the same aggregate Total Maturity Amount of Bonds of the same maturity of other authorized denominations. The cost of printing any Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange shall be paid by the Successor Agency, except that the Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No such exchange shall be required to be made during the 15 days preceding any date established by the T'rustee for selection of Bonds for redemption or any Bonds which have matured or been selected for redemption. SECTION 2.08 Bond Re�ititration Books. The Trustee will keep at the Trust Ot�fice sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Successor Agency during regular business hours with reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Bonds on said books as hereinbefore provided. SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond shall become mutilated in respect of the body of such Bond, or shall be believed by the Successor Agency to have been destroyed, stolen or lost, upon proof of ownertihip satisfactory to the Trustee, and upon the surrender of such mutilated Bond at the Trust Office, or upon the receipt of evidence satisfactory to the Trustee of such destruction, theft or loss, and upon receipt also of indemnity satisfactory to the Successor Agency and the Trustee, and upon payment of all expenses incurred by the Successor Agency and the Trustee, the Successor Agency shall execute (manually or by facsimile) and the Trustee shall authenticate and deliver at the Trust Office a new Bond or Bond� of the same series and maturi[y and for the same Total Maturity Amount, of like tenor and date, with such notations as the Successor Agency shall determine, in exchange and suhstitution for and upon cancellation of the mutilated Bond, or in lieu of and in substitution for the Bond so destroyed, stolen or lost. If any such destroyed, stolen or lost Bond shall have matured or shall have been called for redcmption, payment of [he amount due thercon may be made by the Trustee upon receipt by the Trustee and the Successor Agency of like proof, indemnity and payment of expenses. Any such replacement Bonds issued pursuant to this Section shall be entitled to equal and proportionate benefits with all other Bonds issued under this Indenture. The Successor Agency and the Trustee shall not be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued under this Indenturc or for the purpose of determining any percentage of Bonds Outstanding under this Indenture, hut both the original and replacement Bond shall be treated as one and the same. SECTION 2.10 Temporary Bonds. With respec[ to Bonds of each series, until definitive Bonds shall be prepared, the Successor Agency may cause to be executed and -24- f 1�rJa��'.n�mce T�pi��Nord I dr.�S��u H.pnm�Suiic..��r Agrn.Nl kM R; iundini�P�lm f l��v�rt >,\ �=n17 rriunJmg � n��mh��u.mg mJrnwrc i 7� I N 1('X delivcred in lieu of such definitive Bonds and subject to the same provision1, limitations and conditions as are applicable in the case of detinitive Bonds, except that they may be in any denominations authorized by the Successor Agency, one or more temporary typed, printed, lithographed or engraved Bonds in fully registered form, as may be authorized by the Successor Agency, substantially of the same tenor and, until exchanged for definitive Bonds, entitled and subject to the same benefits and provisions of the Indenture as definitive Bonds. If the Successor Agency issues temporary Bonds it will execute and furnish definitive Bonds wi[hout unnecestiary delay and thereupon the temporary Bonds shall be surrendered to the Trustee at the Trust Office, without expense to the Owner in exchange for such definitive Bonds. All temporary Bonds so surrendered shall be canceled by the Trustee and shall not be reissued. SECTION 2.1 1 ValiditX of Bonds. The validity of the authorization and issuance of thc Bonds shall not be affected in any way by any other proceedings taken by the Successor Agency with respect to the Project Areas, or by any contracts made hy the Successor Agency in connection therewith, and the recital contained in the Bonds that the same are issued pursuant to the Law shall be conclusive evidence of their validity and of the regularity of their issuance. SECTION 2.12 Book-Entr�. Sy �tem. The Bonds shall be issued as Book-Entry Bonds in fully registered form with no distribution of physical bonds made to the public. With respect to Bonds of each series, each maturity of Book-Entry Bonds shall be in the form of a separate single fully registered Bond (which may bc typewritten); �rovided, that if therc are differcnt interest rates within a maturity, then there shall be one separate single fully registered Bond for each interest rate within such maturity. Upon initial issuance, the ownership of each such Bond shall be registercd in the bond register in the namc of the Nominee, as nominee of the Dcpository. With respect to Book-Entry Bonds, the Successor Agency and the Trustee shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Successor Agency and the Trustce shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any owner�hip interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other person, other than an Owner as shown in the bond register, �f any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection hy the Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the Successor Agency redeems such in part, or (iv) the payment of any Participant or any other person, other than an Owncr as shown in the bond register, of any amount with respect to principal of, premium, if any, or interest on Book-Entry Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Book-Entry Bond is registcred in the bond register as the absolutc Owner of such Book-Entry Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of givin� notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only [o or upon the order of the respective Owner, as shown in the bond register, and all such payments shall be valid and eflective to fully satisfy and discharge the Successor Agency's obligations with respecl l� payment of principal of, premium, if any, and in[erest on the Bonds to thc cxtent of thc sum or -25- l� \fJd\Vif��111W TdrIJ\K,�rd I dr.�tiun H.p��n.\tiucir....��r AgrmeUlcht Rrlundmg�P�hn I�.�.:n S,\ �'_ul7 rrtunJmg � n��n hou�inE md:nwrr i 7� INK'X sums so paid. No person other than an Owner, as shown in the bond register, shall rcceive a Bond evidencing the obligation of the Successor Agency to make payments of principal, prcmium, if any, and interest pursuant to this Indenture. Upon delivery by thc Depository to the Trustee and Successor Agency of written notice to the effect that the Depository hati de[ermined to substitute a new nominee in place of the Nominee, and subject to the provisions in this Indenture with respect to record dates, the word Nominee in this Indenture shall refer to such nominee of the Depository. In order to qualify the Book-Entry Bonds for the Depository's Book-Entry system, the Successor Agency has executed and delivered to the Depository the Letter of Representations. The execution and delivery of the Letter of Representations do not in any way impose upon thc Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in such Book-Entry Bonds other than the Owners, as shown on the bond register. In addition to the execution and delivery of the Letter of Representations, the Successor Agency and the Trustee, at the Written Request of the Successor Agency, shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bond` foi• the Depository's Book-Entry program. In the event: (i) the Depository determines not to continue to act as securities depository for the Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee and the Successor Agency of such determination, then the Successor Agency will discontinue the Book-Entry system with the Depository. If the Successor Agency determines to replace the Depository with another qualified securities depository, the Successor Agency shall prepare or direct the preparation of a new single, separate, fully registered Bond for each maturity of such Book-Entry Bonds of the same series (provided, that if thcrc are different interest rates within a maturity, then [here shall be one separate single fully registered Bond for each interest rate within such maturity), registered in the name of such successor or substitute qualified securities depository or its nominee. If the Successor Agency fails to identify another qualificd securities depository to replace the Depository, then the Bonds shall no longer be restricted to being registered in such bond register in the name of the Nominee, but shall bc registered in whatever name or names Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06 and 2.07. Notwithstanding any other provision of this Indeniure to the contrary, so long as any Book-Entry Bond is registered in thc name of the Nominee, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall bc made and given, respectively, as provided in [he Lctter of Representations or as otherwise instructed by the Depository. ARTICLE III ISSUANCE AND SALE OF BONDS; APPLICATION OF SALE PROCEEDS; DEPOSIT OF RESERVF POLICIES SECTION 3.O1 Sale of Bondti; Allocation of Proceeds among Funds and Accounts. (a) Upon receipt of payment for the 2017A Bonds, the Trustcc shall set aside and deposit the proceeds received from such sale in the amount of � (which is eyual to -26- tl trJ.db':romee T,�pia�N��rd I drdSt�n K.pona\urrr..��r Agrni�VlcM H:IundineU'elm Ik..•rl ]:\ �'_��17 rrlundm� � n��mh��u.mi� mJrntur. � ti IttK'X the par amount of the 2017A Bonds, [plus/less] a net original issue [premium/discount] of $ , and less an underwriter's discount of $ ,[and less the premium paid to the Bond Insurer by the Underwriter on behalf of the Successor Agency for the purchase of the Bond Insurance Policy and the 2017A Reserve Policy]) as follows: (1) Deposit in the 2017A COI Account the amount of $ to pay the costs incurred or to be incurred by the Successor Agency in connection with the issuance of the 2017A Bonds; and (2) Transfer the amount of $ to the 2017A Escrow Fund and make deposits therein as prescribed by the 2017 Escrow Agreement. (b) Upon receipt of paymcnt for the 2017B Bonds, the Trustcc shall set asidc and deposit the proceeds received from such sale in the amount of � (which is equal to the par amount of the 2017B Bonds, [plus/less] a net original issue [premiun�/discount] of $ , and less an underwriter's discount of� $ ,[and less the premium paid to the Bond Insurer by the Underwriter on behalf of the Successor Agency for the purchase ot� thc Bond Insurance Policy and the 2017B Reserve Policy]) as follows: (1) Deposit in the 2017B COI Account the amount of $ to pay the costs incurred or to be incurred by the Successor Agency in connection with the issuance of the 2017B Bonds; and (2) Transfer the amount of � to the 2017B Escrow Fund and make deposits therein as prescribed by the 2017 Escrow Agreement. SECTION 3.02 Deposit of Reserve Policies. (a) Upon receipt of the 2017A Reserve Policy on the Closing Date, the Trustee shall credit the 2017A Reserve Policy to the 2017A Reserve Subaccount. (b) Upon receipt of the 2017B Reserve Policy on the Closing Date, the Trustee shall credit the 2017B Reserve Policy to the 2017B Reserve Subaccount ARTICLE IV TAX REVENUES; CREATION OF FUNDS SECTION 4.01 Pledge of Tax Revenues. All the Tax Revenues and all moneys in the Special Fund and the Debt Service Fund established and maintained pursuant to this Indenture, whether held by the Successor Agency, the County Auditor-Controller or the Trustee (except any funds set aside for paymcnt of the Rebate Amount pursuant to the Code), are hcreby irrevocably pledged to the punctual payment of the interest on and principal of and redemption premiums, if any, on the Bonds until their relcase pursuant to the terms of this Indenture. The Tax Revcnues and such other money shall not be used for any other purpose while any of the Bonds remain Outstanding, subject to the provisions of this Indenture permitting application thereof for the purposes and on thc terms and conditions set forth in this lndenture [(including thc use �f Tax Revenues to repay reimbursement to the Bond Insurer on a parity to the extent that the Bond In�urance Policy payments have heen made on the Insured Bond,)]. This pledge shall constitute -27- l� trJ��rrumee 1��pia��1��N I dr.�iiall Hr�+��n..Umir..��r �\ecrk��lkht H.IunJing\I'alm hr.:n �•� _'��17 r.lundin,� � non�huu�mg inJrNmr i�� I)IX :�C a first lien on the Tax Revenues and such other money for the payment of the Bonds in accordance with the terms hereof. The Successor Agency hereby represents that, as of the Closing Date for the Bonds, the Successor Agency does not have any other outstanding indebtedness secured by Tax Revenues which is ranked senior to or on a parity with the Bonds. So lonb as the Bonds remain Outstanding, the Succe�sor Agency shall not incur any Parity Obligations, except as permitted under Section 5.02. SECTION 4.02 �ecial Fund; Recei�t and Deposit of Tax Revenues; Debt Service Fund. (a) There is hereby established a special fund known as the "Special Fund" held by the Successor Agency. (b) The Successor Agency shall include in each ROPS to be submitted after thc effective date of this Indenture, a request for the County Auditor-Controller to disburse from the RPTTF to the Successor Agency on each RPTTF Disbursement Date, the following amounts: (i) the interest payment coming due with respect to thc Outstanding Bonds and Parity Obligations (if any) during such ROPS Payment Pcriod, (ii) for any ROPS Payment Period which covers payments from January through June of a calendar year, at least one-half (but, at the discretion of the Successor Agency, may be up to all) of the principal amount (including mawring principal and any Sinking Account Installment) coming due with respect to the Bonds and Parity Obligations (if any) on October 1 of such calendar year (the "Principal Reserve"), (iii) for any ROPS Payment Period which covers payments from July through December of a calcndar year, an amount equal to the principal amount (including maturing principal and any Sinking Account Installment) coming due with respect to the Bonds and Parity Obligations (if any) on October 1 of such calendar year, less the Principal Reserve already received in connection with the immediately prior ROPS Payment Period and deposited with the Trustee, and (iv) amounts, if any, required to replenish the Reserve Account (including payments to the provider of any Qualified Reserve Credit Instrument for draws on such Qualified Reserve Credit Instrument), as required pursuant to Section 4.05 below, and to replenish Parity Rescrve Accounts (if any). The Successor Agency shall also include on the periodic ROPS for approval by the Oversight Board and State Department of Finance, to the extent necessary and permitted under the Dissolution Act, the amounts to be held as a reserve until the next ROPS Payment Period, as contemplated by HSC Section 34171(d)(1)(A), if the next property tax allocation is projected [o be insufficient to pay all obligations due under this Indenture during that next ROPS Payment Period. To that end, whenever the Successor Agency is preparing a ROPS, the Successor Agency shall, hased on information obtained from the County Auditor-Controllcr, review the amount of dollars dcposited in the RPTTF on the two immediately prior RPTTF Disbursement Dates. For the purposes of complying with this paragraph (i.e., projecting whether the next property tax allocation will be sufticient to pay all obligations due under this Indenture during the next ROPS Period), the Successor Agency shall assume that the property tax revenue collection (and thus, the dollar amount to be deposited in the RPTTF) will be consistent with the �attern shown during the last two ROPS Payment Periods, but without any assumed increase t� the asscssed value of the taxablc properties in thc Project Area. -28- fl �N.d\'rn�mi� Tapia�N-��rJ I d..��ail R�p��n.�tiu«...��r Ag.n.�Ulrh� KrlunJin��l'elm Ik�v�n �A �=i�17 rriunJinc non h,�u.ing inJrniurc i i� I��ri'X (c) Upon the Successor Agency's receipt of Tax Revenues on each RPTTF Disbursement Date, the Successor Agency shall apply the Tax Revenues pursuant to the ROPS (as approved by the State Department of Finance) and deposit the Tax Revenues received for the payment of dcbt service of the Bonds and any Parity Obligations and any replenishment oi� the Reserve Account and Parity Reserve Accounts into the Special Fund. During each Bond Year, the Successor Agency shall deposit such moneys in the Special Fund until such time as the amount so deposited in the Special Fund is at least equal to the sum of (i) the aggregate amount required to be transferred to the Trustee pursuant to this Section 4.02 and Section 4.05 for such Bond Year, and (ii) the aggregate amount required by the governing documents of the Parity Obligations to be transferred for the debt service payment and replenishment of the Parity Reserves. (d) In addition to the foregoing, from the moneys received by the Successor Agency as part of January 20I7 RPTTF disbursement, the Successor Agency shall promptly deposit $ into the Special Fund for application toward debt service on the Bonds. Such amount represents moneys received by the Successor Agency pursuant to a listing on the ROPS for the "ROPS 16-17B" period (i.e., the ROPS Payment Period covering January 2017 through June 2017) that would have been used for debt scrvice for the Prior Loans if the Prior Loans were not refunded. (e) There is hereby established a fund known as the "Debt Service Fund," to be held by the Trustce. On or before the ffth Business Day immediately preceding any Interest Payment Date, the Successor Agency shall withdraw from the Special Fund and deposit with the Trustee the amount of money necessary to make the deposits required in Sections 4.0_5(a), (b) and (c). After the deposits required by Sections 4.05(a), (b) and (c) have been made and upon notice from the Trustee, the Successor Agency shall withdraw from the Special Fund and deposit with the Trustee the amount of money necessary to make any deposit required by Section 4.05(d). Notwithstanding the foregoing, the Successor Agency is not required to deposit with amount of Tax Revenues in excess of that amount which, together with all money then on deposit with the Trustee in the Debt Service Fund and the accounts therein, shall be sufticient to discharge all Outstanding Bonds pursuant to Article IX. (� If and only at such time that, during any Bond Year, the moneys deposited in the Speciai Fund is at least eqcaal to the amount required to be transferred to the Trustee pur5uant to Section 4.02(e) for such Bond Year (the "Bond Year Requiremcnt"), then the Tax Revenues in cxcess of the Bond Year Requirement shall bc rcicased from the pledgc and lien hereunder and such excess Tax Revenues rt�ay be applied for other lawful purposes. So long as any Bonds are Outstanding, the Successor Agency shall not have any benefcial ri=ht or interest in the moneys on deposit in the Special Fund or the Debt Service Fund, except as may be provided in this Indenture. SECTION 4.03 Division of Accounts for Record Kccping. The funds and accounts established in thiti Indenwre may be divided by the Successor Agency or by the Trustee, as applicable, as necessary or appropriate for record keeping purposes, and upon the Written Request of the Successor Agency, in order to perform the necessary rebate calculations. -29- ( i 4J��V:rom�e T�pie�K��N I�J�.�llall Hcpnn.�lmic...ur Acrne��lk•1+1 R: iunJ�ngV'alm Itc.cn �i\ �'_ul7 rctundin! n�m�hou.mi mJrniur.• i ii UI I('?( SECTION 4.04 Costs of Issuance Fund. There is hereby established a special trust fund held by the Trustee called the "Costs of Issuance Fund," and within the Costs of Issuance Fund, two accounts designated the "2017A COI Account" and the "2017B COI Account." All moneys in each account the Costs of Issuance Fund shall be applied to the payment of costs and expenses incurred by the Successor Agency in connection with the authorization, issuance and sale of the related scries of Bonds and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition, substantially in the form attached hereto as Appendix E, executed by an Authorized Officer of the Successor Agency. Each such requisition shall be sequentially numbered and state the name and address of the person, firm or corporation to whom payment is due, the amount to be disbursed, the purposes for such disbursement and that such obligation has been properly incurred and is a proper charge against the applicable account of the Costs of Issuance Fund. Upon the earlier of the payment in full of such costs and expenses (or the making of adequatc provision for the payment thereof, evidenced by a Certificate of the Successor Agency to the Trustee) or 180 days after the Closing Date, any balance remaining in each account of the Costs of Issuance Fund shall be transferred to the Debt Service Fund and the Costs of Issuance Fund shall be closed. Pending the application and transfer of the balance to the Debt Service Fund, the moneys in each account of the Costs of Issuance Fund may be invested as permitted by Section 4.06 and investment income resulting from any such investment shall be retained in the respective account of the Costs of Issuance Fund. SECTION 4.05 Establishment and Maintenance of Accounts for Use of Moneys in the Debt Service Fund. The Trustee shall deposit all moneys received from the Successor Agency pursuant to Section 4.02(d) immediately into the Debt Service Fund. All moneys in the Debt Service Fund shall be set aside by the Trustee in each Bond Year when and as received in the following retipective special accounts within the Debt Service Fund (each of which is hereby created and each of which the Trustee hereby agrees to cause to be maintained), in the following order of priority (except as otherwise provided in subsection (b) below): (i) Interest Account; (ii) Principal Account; (iii) Sinking Account; and (iv) Reserve Account (and within the Reserve Account, two subaccounts designated the "2017A Reserve Subaccount" and the "2017B Rescrve Subaccount"). All moneys in each of such accounts shall be hcld in trust by the Trustee and shall be applicd, used and withdrawn only for the purposes hereinafter authorized in this Section 4.05. (a) Interest Account. On or before each Interest Payment Date, the Trustee shall set aside from the Debt Service Fund and deposit in the Interest Account an amount of money which, together with any money contained therein, is equal to the agaregate amount of the interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. No deposit need he made into the Interest Account if the amount contained therein is at least equal to the aggregate amount of the interest bccoming due and payable on all Outstanding -30- ll trJ.��4rn�mr� �f�pw�N-„rd I ilv.��i.ilt Hrp��n.�lu�.c.,�,r :�crrk�\IA•hi R,•IunJmc�P�lm 11r..�n ti:� 'nl7 rrlundmg � numh��u.in. mJrmurr ii� UfK'X Bonds on the Interest Payment Dates in such Bond Year. All moncys in thc Interest Account shall bc used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bond� purchased or redeemed prior to maturity). (b) Principal Account. On or before each April l, the Trustee shall aside from the Debt Service Fund and deposit in the Principal Account one-half of the aggregate amount of principal coming due on the Outstanding Serial Bonds, if any, on October 1 of that samc calendar year; provided, that if the Successor Agency has transferred to the Trustee a different amount based on receipt of the Principal Reserve (as specified by the Successor Agency to the Trustee in writing), then the Trustee shall deposit such different amount into the Principal Account. Then, on or before each Principal Payment Date, the Trustee shall set aside from the Debt Service Fund and deposit in the Principal Account an amount of money which, together with any money already contained therein, is equal to the aggregate amount of the principal becoming due and payahle on all Outstanding Serial Bonds on such Principal Payment Date. In the event that there shall be insufficient money in the Debt Service Fund to make in full all such principal payments and Sinking Account Installments required to be made pursuant to Section 4.05(c) of this Indenture in such Bond Year, then the money available in the Debt Service Fund shall be applied pro rutn to the making of such principal payments and such Sinking Account Installmen[s in the proportion which all such principal payments and Sinking Account Installments bear to each othcr. Notwithstanding the foregoing, no deposit need be made into the Principal Account if the amount contained therein is at least equal to the aggregate amount of the principal of all Outstanding Serial Bonds becoming due and payable on the upcoming Principal Payment Date. All money in the Principal Account shall be used �nd withdrawn by the Trustee solely for the purpose of paying the principal and redemption premium, if any, of the Serial Bonds as thcy shall bccome duc and payablc. (c) Sinking Account. On or before each April 1, the Trustee shall set aside from the Debt Service Fund and depo�it in the Sinking Account one-half of the Sinking Account Installment, if any, payable on October 1 of that same calendar ycar; provided, that if the Successor Agency has transferred to the Trustec a greater amount based on receipt of the Principal Reserve (as specified by the Successor Agency to the Trustee in writing), then the Trustee shall deposit such larger amount into the Sinking Account. Then, on or before each Sinking Account Payment Date Date, the Trustee shall set aside Crom the Debt Service Fund and deposit in the Sinking Account an amount of money equal to the Sinking Account Installment, if any, payable on the Sinking Account Payment Date in such Bond Year. Notwithstanding the foregoing, no deposit necd be made into the Sinking Acrount if the amount contained therein is at least equal to the aggregate amount of all Sinking Account Installments becoming due and payable on the upcoming Principal Payment Date. All moneys in the Sinking Account shall he used by the Trustee to pay Sinking Account Installments on the Term Bonds. -31- ('� �ida�\'a��mi� Tap�d��\��N Y il..��i�ii Rrpan.�luicr..ur 4.rneNl�chi Rriundinc�Pelm Urvn .lA �'_��17 rrlunding � nan�Mu.,mE inJrmurr � ti Ulll \ (d) Reserve Account. (1) On or before each Interest Payment Date, the Trustee shall set aside from the Debt Service Fund and deposit into: (A) the 2017A Reserve Subaccount such amount of money (or other Qualified Reserve Account Credi[ Instrument, as contemplated hy Section 4.05(d)(3)) as shall be required to restore the balance in the 2017A Reserve Subaccount to an amount equal to the Reservc Requirement for the 2017A Bonds then Outstanding; and (B) the 2017B Reserve Subaccount such amount of money (or other Qualified Reserve Account Credit Instrument, as contemplated by Section 4.05(d)(3)) as shall be required to restore the balance in the 2017B Reserve Suhaccount to an amount equal to the Reserve Requirement for the 2017B Bonds then Outstanding. So long as there are Bonds of both series remain Outstanding, in the event that there shall be insufficient money in the Debt Service Fund to restore both Reserve Subaccounts to the respective Reserve Requirement, the money available in the Debt Service Fund shall be applied pro rata for the deposit into each Reserve Subaccount in the proportion to the deficit of each Reserve Subaccount bears to the other. The Trustee shall value the balance in each Reserve Subaccount semi-annually at least 45 days before each Interest Payment Date in accordance with Section 4.06. If at any time the balance in a Reserve Subaccount falls below the applicable Reserve Requirement, the Trustee shall promptly n�tify the Successor Agency in writing. Upon receipt of such notice from the Trustee, the Successor Agency shall take such action as necessary to include the amount necessary to restore �uch Reserve Subaccount balance to the applicable Reserve Requirement in its next transfer of moneys from the Special Fund to the Debt Service Fund as soon as permissible under the Dissolution Act. (2) No deposit need be made in a Reserve Subaccount so long as there shall be on deposit therein an amount equal to the related Rcserve Requirement. So long as [he Successor Agency is not in default under this Indenwre, any amount in a Reserve Subaccount in excess of the related Reserve Requirement shall be transferred to the Debt Service Fund, or upon the Written Request of the Successor Agency, released to the Successor Agency for any lawful purpose. All money in (or available to) the each Reserve Subaccount shall be used and withdrawn by the Trustee solely for the purpose of (i) replenishing the Interest Account, the Principal Account or the Sinking Account in such order, in the event of any deficiency at any time in any of such accounts or for the purpose of paying the interest on or principal of the related series of Bonds in the event that no other money in the Special Fund or the Debt Service Fund is lawfully available therefor, or (ii) making thc final payments of principal of and interest on the related series of Bonds. (3) The Reserve Requirement for either Reserve Subaccount may be satisfied, in whole or in part, by crediting to the such Reserve Subaccount one or more Qualified Reserve Account Credit Instruments, which together with the cash, if any, on deposit in such Reserve Subaccount, in the aggregate make funds available in such Reserve Subaccount in an amount equal to the related Reserve Requirement. Upon the deposit with the Trustee of such Qualified Reserve Account Credit Instrument, the Trustee shall release moneys then on hand in such Reserve Subaccount to the Successor Agency, to be used for any lawful purpose, in an am�unt equal to the face amount of the Qualified Reserve Account Credit Instrument. -32- lI kd.��Yrrumo� Tnpia�N,rtJ I d.•.�ii�ll Rrpun.�imcr.,or A}rrk�Ulchi H.IunJmgU'�Im Urun i�\ � 2��17 r, lundmi• � numhnuang inJ.•nturc I ii I)1 N�X (e) Surplus. After making the deposits referred to in paragraphs (a) through (d) above in any Bond Year, the Trustec shall transfer any amount remaining on deposit in the Debt Service Fund to the Successor Agency to be used for any lawful purpose. SECTION 4.06 Investment of Moneys in Funds and Accounts. Upon the Written Request of the Successor Agency received by the Trustee prior to the date of such investment, moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account, or the Costs of Issuance Fund (and any account therein) shall be invested by the Trustee in Authorized Investments, which shall mature or be withdrawable prior to the date on which such moneys are required to be paid out under this Indenture. In the absence of such instructions the Trustee shall invest in the investments described in clause (iv) of the definition of "Authorized Investments" set forth in Section 1.01. Any interest, income or profits from the deposits or investments of all funds (except the Costs of Issuance Fund) and accounts maintained by the Trustee under this Indenture shall be deposited in the Debt Service Fund. For purposes of determining the amount on deposit in any fund or account held hy the Trustee under this Indenture, all Authorized Investments credited to such fund or account shall be valued at the Fair Market Value no less frequently than every six months. Except as otherwise provided in this Section, Authorized Investments representing an investmcnt of moneys attributable to any fund or account and all investment profits or losses thereon shall be deemed at all times to be a part of said fund or account. Absent negligence or willful misconduct by the Trustee, the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Section. 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 reccive brokerage confirmations of security transactions as they occur, the Successor Agency will not receive such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Trustee under this Indenture. The Trustee may make any invcstments under this Indenture through its own bond or investment department or trust investment department, or those of its parent or any affiliate as principal or agent. The Trustee or any of its affiliates may act as a sponsor, advisor or manager in connection with any investments made hy the Trustee under this Indenture. For investment purposes, thc Trustee may comminglc the funds and accounts established under this Indenture and shall account for them separately. Amounts deposited in the Special Fund and another fund estahlished by this Indenture and held by the Successor Agency may be invested in Authorized Investments or any other investments in which the Successor Agency may lawfully invest its funds. ARTICLE V COVENANTS OF SUCCESSOR AGENCY SECTION 5.01 Punctual Payment and ROPS Filin�. The Successor Agency shall punctually pay the interest on and principal of and redemption premiums, if any, to become due with respect to the Bonds, but only from Tax Revenues, in strict conformity with the terms oi� the -33- G�\N.i\��rnmia Tepia\llord 1�4r>\\Ltli Hrpondlu.cra.nr .lgrniy\Ilch� RrlundincU'elm Ik..�n C,� 'ul7 rriunJmg � n�ro�hnu.mg mJrmur.• i L Ixl('X Bonds and of the Indenture and shall faithfully satisfy, observe and perform all conditions, covenants and requirements of the Bonds and of the Indenture. The Successor Agency shall file each ROPS with the State Department of Finance on a timely basis, so as to enablc to the County Auditor-Controller to make the RPTTF disbursements to the Successor Agency for each ROPS Payment Period, as needed, for principal and interest payments on the Bonds. SECTION 5.02 No Priority; No Additional Parity Bonds, Except for Refunding Bonds; Other Obli at�ions. The Successor Agency covenants that it will not incur any Obligations payable, either as to principal or interest, from the Tax Revenues, that will have any lien upon the Tax Revenucs on a parity with or superior to the lien under this Indcnture for thc Bonds; excevt that the Successor Agency may: (a) incur Parity Obligations to refund then outstanding Bonds (or Parity Obligations issued after the Closing Date pursuant to this Section 5.02), if (i) aggregate debt service on such proposed Parity Obligations will be lower than the aggregate debt service on the Bonds (or Parity Obligations) being refunded; (ii) the scheduled final maturity date of such proposed Parity Obligations will not be later than the scheduled final maturity date of the Bonds or other Parity Obligations being refunded; and (iii) the issuance oC such Parity Obligations shall be in compliance with HSC Section 34177.5 (but only to the extent that such provision of the Dissolution Act is applicable and then in effect); or (b) incur Obligations which will have a lien on Tax Revenues junior to the Bonds; or (c) incur Obligations that will be payablc in whole or in part from sources other than the Tax Revenues pledged under this Indenture. SECTION 5.03 Protection of SecuritY and Rights of Owners. The Successor Agency shall preserve and pro[ect the security of the Bonds and the rights of the Owners, and shall warrant and defend their rights against all claims and demands of all persons. From and aftcr the sale and delivery of any Bonds by the Successor Agency, such Bonds shall be incontestable by thc Successor Agcncy. SECTION 5.04 Extension or Fundin�of Claims for Interest. In order to prevent any claims for interest after maturity, the Successor Agency shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any Bonds and shall not, directly or indirectly, be a party to or approve any such arrangements by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such claim for interest so extcnded or fundcd shall not be entitled, in case of default under this Indenturc, to the benefits of the Indenture, except subject to the prior payment in full of the principal of all of thc Bond� then Outstanding and of all claims for interest which shall not have been so extended or funded. SECTION 5.05 Records and Accounts; Continuin� Disclosure. (a) The Successor Agency covenants that it will at all times keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries are made of the financial transactions and records of the Successor Agency. Within 5ix months after the close of each Fiscal Year an Independent Certitied Public Accountant shall prepare an audit of the financial transactions anci records of the Successor Agency f�r such Fiscal Year. To the extent permitted by law, such audit may be included within the annual audited financial -34- (�� trJe�Y.r��mra �fepw�N�oN I d..Uiall k: p��rl.\\uccia,ur Agcn.Nl khi H: tunJingU'elm Ilrx•n i:\ �'_��17 rriundmg n��n hnu.ing md,niurr i ii I)�1l'X statements of the City. Upon written request, the Successor Agency shall furnish a copy of' the audited financial report to any Owner. The Trustee shall have no duty to review such audits. (b) The Trustec shall provide such statcments with regard to any funds held by the Trustee under this Indenture to the Successor Agency as the Successor Agency may reasonably require to comply with the terms of this Section. (c) The Successor Agency shall comply with the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with a Continuing Disclosure Agreement shall not be considered an Event of Default; provided, that any Owner or beneficial owner of the applicable Bonds may take such actions as may be necessary or appropriate, including seeking mandate or speci�c perfor►nance by court order, to cause the Successor Agency to comply with its obligation under such Continuing Disclosure Agreement. SECTION 5.06 Payment of Claims, Taxes and Other Char�. The Successor Agency covenants that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Successor Agency or any of the properties then owned by it in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Tax Revenues or other legally available funds to pay the principal of and interest on the Bonds, all to the end that the priority and security of the Bonds shall be preserved; provided, however, that nothing in this covenant shall require the Successor Agency to make any such payment �o long as the Successor Agency in good faith shall contest the validity of the payment. SECTION 5.07 Tax Covenants. (a) The Successor Agency shall not take any action, or fail to take any action, if any such action or f�ailure to take action would adversely affect the Tax-Exempt status of interest on the 2017A Bonds under Section 103(a) of the Code or cause interest on such Tax- Exempt 2017A Bonds to be an item of tax preference for purposes of the fcderal alternative minimum tax impo5ed on individuals and corporations under Section 55 of the Codc. (b) In furtherance of the foregoing tax covenant, the Successor Agency shall comply with the provisions of the Tax Certificate, which is incorporated in this Indenture as if fully set forth in this Indenture. These covenants shall survive payment in full or defeasance of the 2017A Bonds. SECTION 5.08 Further Assurances. Thc Succcssor Agency shall adopt, make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefts provided in the Indenture. -35- (1 trJ��b'.mm�� T�pi.AN�nrJ I�J..�]inll R: �m.\lucer..nr ,��.•ni�\Ilrhi RrlunJmgU'�Im (trKn �:� '_��17 rrlunJmg � m�mh��u.mg mJrniur. i i� INR'X ARTICLE VI TRUSTEE SECTION 6.0I Trustec. (a) U.S. Bank National Association, having a corporate trust officc in Los Angeles, California, is hereby appointed Trustee under this Indenture for the purpose of receiving all money which the Successor Agency is required to deposit with the Trustee under this Indenture and to allocate, use and apply the same as provided in the Indenture. (b) The Successor Agency may at any time, but only prior to an Event of Default or after the curing or waiver of an Event of Default and only upon 30 days written notice, at its sole discretion remove the Trustee initially appointed, and any successor thereto, and may appoint a successor or successors thereto; provided that any such successor shall he a bank, national banking association, banking institution (state or federal) or trust company with a corporate trust office in California, having a combined capital, exclusive of borrowed capital, and surplus (or whose parent holding company has a combined capital, exclusive of borrowed capital, and surplus) of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such bank, banking institution or trust company publishes a report of condition at least annually, pursuant to law or to thc requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank, national banking association, banking institution or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (c) The Trustee may at any time resign by giving written notice to the Succetisor Agency. Any �uccessor trustee appointed under this Indenture shall give notice of such appointment to the Owners, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, whic:h court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby. (d) The Trustee is hereby authoriced to pay or redcem the BondS when duly presented f�or payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Successor Agency and shall upon Written Request of the Successor Agency deliver a certificate of destruction to the Successor Agency. The Trustee shall keep accurate records of all Bonds paid and discharged and destroyed by it. (e) The Successor Agency shall from time to time, suhject to any agreement hetween the Successor Agency and the Trustee then in force, pay to the Trustee compensation -36- lV \rd.dVimniw �f�pw\\�-oN I dr,�Si�ll Rrp��n.�tiu�i..�rt ,\g.•ni��HkM RrlunJme�Pelm Ikvn S� ;u17 rrlunJm, � ro�n�hnu.m. mJrnlurr i j� I�IX'� for its services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties under this Indenture of the Trustee, which compensation shall not be limited by any provision of law with respect to the compensation of a trustee of an express [rust, and the Successor Agency shall reimburse the Trustee for all its advances (with interest on such advances at the maximum rate allowed by law) and expenditures, including but not limited to advances to and fees and expenses of independent accountants, counsel (including in-house counsel to the extent not duplicative of other counsel's work) and engineers or other experts employed by it, and reasonably required, in the exercise and performance of its powers and duties under this Indenture. SECTION 6.02 Indemnification. The Successor Agency shall indemnify and save the Trustee, its officers, employees, directors and agents harmless from and against all claims, losses, costs, expenses, liability and damages, including legal fees and expenses, arising out of (i) the exercise and performance by the Trustee of any ot� its powers and duties under this Indenture, or (ii) the offering and sale of the Bonds or the distribution of any official staternent or other offering circular utilized in connection with the sale of the Bonds; provided, that thc Successor Agency shall not be liable for actions caused by the Trustees' own negligence or willful misconduct. The Trustee's rights to indemnification and protection from liability under this Indenture and its rights to paymcnt of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. The Trustee shall not be liahle for thc sufficiency or collection of any Tax Revenues or other moneys required to be paid to it under the Indenture (except a5 provided in this Indenture), or its right to receive moneys pursuant to the lndcnture. SECTION 6.03 Limitation on Liabilitv. (a) The recitals of facts, covenants and agreements contained in this Indenwre, in the Bonds and in any instruments of further assurance shall be taken as statements, covenants and agreements of the Successor Agency, and the Trustee does not assume any responsibility for the correctness of the same, or make any representation as to the validity or sufCiciency of the Indenture or of the Bonds, the adequacy of any security afforded thereunder, or the correctness or completeness of any information contained in any offering material distributed in connection with the sale of the Bonds, or incur any responsibility in respect of any of the foregoing, other than in connection with the duties or obligations in this Indenture or in the Bonds assigned to or imposed upon it. The Trustee shall not be liable in connection with the performance of its duties under this [ndenture, except for its own negligence or willful misconduct. The Tru�tee nlay become an Owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as dcpositary for and permit any of its ofiicers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond 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 responsible for the validity, genuineness or performance of any leases, coniracts or other instruments at any time conveyed, mortgaged, hy�othecated, pledged, assigned or transferred to it under this Indenture, or with respect to [he obligation of the Successor Agency to prescrve and keep unimPaired the rights of the Success�r Agency under or concerning any such leases, contracts or other instruments. The Trustee makes -37- (� trJ��Vrr,�mi� 1��pw�N��W I J..�1i�ll Rrp��n.�Su��r,.or Agrrw��IkM RclunJmc\I'alm Ur.�•rl 5A � tnl7 r.lundmg � n��n hnu,m� mJrntur: � ti Uf 1('� no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Bonds. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners, the Successor Agency and the City, having any claim against the Trustee arising from this Indenture not attributable to the Trustee's negligence or willful mi�conduct shall look only to the funds and accounts held by the Trustee under this Indenture for payment except as otherwise specifically provided in this Indenture. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the rcquest or direction of any Owner pursuant to this Indenture unless the Trustee shall have received reasonable security or indemnity against the costs, expenses and liabilities which might he incurred by it in compliance with such request or direction. (d) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in thi� Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustcc. (e) In case an Event of Default has occurred and is continuing, the Trustce shall exercise such 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. (� In the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinionti expressed therein, upon certificates or opinions furnished to [he Trustee and conforming to the rcquirements of this Indenture. (g) The Trustee is not accountable for the use by the Successor Agency of funds which the Trustee releases to the Successor Agency or which the Successor Agency otherwise receives, or to verify compliance by the Successor Agency, or for the adequacy or validity of any collateral or security interest securing this Indenture or the Bonds. The Trustee has no obligation to incur individual iinancial or other liability or risk in performing any duty or in exercising any ri�ht under this Indenture. (h) Thc Trustee shall not be deemed to havc knowledge of any Event of Default other than a payment default under this Indenture unless the Trustee shall be specifically notified in writing of such default by the Successor Agency or by the Owners of at least 25 percent in aggregate principal amount of Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to he effective, be delivered at the Trust Office, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no Event of Default except as aforesaid. The Trustce 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 in this Indenture or in any of the documents executed in connection with the Bonds. Any action taken or omitted to be taken hy the Trustcc in good faith pursuant t� this Indenture upon the request of authority or consent �f -38- f��rJ��:n�mu I�pia�U,�rd I�dr.�\i�ii H.•pom�tiu«;..,�r A.rrkvU�rhi R.•lundmc�l'alm Ik.,�n ti:� 'ul7 rt�iunJing � n��mh��u..mc inJcnwc i ii I11I('X any person who at the time of making such request or giving such authority or consent is thc Owncr of any Bond, shall be conclusive and binding upon all future Owners of [he same Bond executed and delivered in exchange therefor or in place thereof. (i) The Trustee shall not bc reyuired to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (j) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Bonds 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. (k) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture. The Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations (fiduciary or otherwise) shall be read into this Indenture against the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its ofticers, directors, employees and agents and such im►nunities and exceptions and its right to payment of its fees and expenses shall survive its resignation or removal and the final payment and defeasance of the Bonds. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee, in its individual or any other capacity, may become the Owner of any Bonds or other obligations of any party hereto with the sa►ne rights which it would have if not the Trustee and may act as a 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 owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. At any and all reasonable times, the Trustee, and its agents shall havc the right (but not any duty) to inspect the books, papers and records of the Succes�or Agency and the City pertaining to the receipt of Tax Revenues and the Bonds, and to take such memoranda therefi-om and with regard thereto and make photocopie� thereof as may be desired. Beforc taking �r refraining from any action under this Indenture at the i•equest or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to thc Trustee be furnished to it and hc in full force and effect. (1) The Trustee shall not be considered in breach of or in default with respect to any obligations created under this Indenture, in the event of an enforced delay in the performance of such obligationti due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God, or of the public enemy, acts of a government, acts of the other party hereto, fires, f7oods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigati�n or arbitration involving a party or others relating to governmental acti�n or inacti�n pertaining to the Project Areas, malicious mi�chief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such -39- G�rda��;n�m�� 1�apia�NaN I dr.�iiall Krp��m��ueir..�u �grn�Nlk�M N: wnJm�H'�Im Ih•..•ii S:\ � 2u17 n�lunJmg � nan�h��u,ine inJrniur: � 4� Iull \ causes or any similar event and/or occurrences beyond the control of the Trustee; provided, that in the event of any such enforced delay, the Trustee shall notify the Successor Agency in writing within five Business Days after (i) the occurrence of the event giving rise to such delay, (ii) the Trustee's actual knowledge of the impending enforced delay, or (iii) the Trustee's knowledge of sufficient facts under which a reasonable person would conclude the enforced delay will occur. SECTION 6.04 Reliance by Trustec. (a) The Trustee shall be protected in acting upon any notice, indenture, request, consent, order, certificate, report, bond, opinion or other paper or document believed by it to be genuine and to have been �igned or presented by the proper party or parties. The Trustce may consult with counsel, who may be counsel to the Successor Agency, with regard to legal questions. (b) 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 such person is the registered owner of such Bond as shown on the regi�tration books. (c) Whenevcr in the administration of its duties under the Indenture thc Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or tiuffering any action under this Indenture, such matter may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Successor Agency (unless other evidence in respect thereof is specifically prescribed in this Indenture) and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions of the Indenture upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. SECTION 6.05 Mer�er or Consolidation. Any company into which the Trustee may be merged or convertcd 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 [he Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall meet the requirements set forth in Section 6.01, shall be the successor to the Trustec and vestcd with all c�f the title to the tru�t estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything in this Indenture to the contrary notwithstanding. SECTION 6.06 Acceptance of Instruction� by Electronic Transmis�ion. 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, 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 listinc. If the Successor Agency elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee elects to act upon such instructions, the Trustee's reasonable understandin� of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or -40- l� VJ��V, n,mu 1 �pi��W��rd V�dr.�S�di R.p,matiunc.>�,r .4c.rr��l>rhi kriunJmgU'�lin Ikx�n SA �'_nl' rriunJinF � n��mh��u>in,� indniwrr i�i U�tl'h expenties arising directly or indirectly from thc Trustee's reliance upon and compliance with such instructions notwithstanding whethcr such instructions conf7ict or are inconsistent with a subsequent written in�truction. The Successor Agency agrees to assume all risks arising out of the use by the Successor Agency of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorired instruction�, and the risk of interception and misuse by third parties. Notwithstanding the foregoing, the protection afforded to the Trustee in each provision of this paragraph shall be operative only in the absence of the Trustee's negligence or willful misconduct. ARTICLE VII AMENDMENT OF INDENTURE SECTION 7.01 Amendment by Consent of Owners. The Indenture and the rights and obligations of the Successor Agency and of the Owners may be amended at any time by a Supplemental Indenture which shall become binding when the written consents of the Owners of at least a majority in aggregate principal amount of the affected Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.02, are filed with the Trustee. No such amendment shall (1) extend thc maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Successor Agency to pay the interest or principal or redemption premium, if any, at the time and place and at the rate and in the currency provided in this Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds, except as provided in Section 5.02, or (3) reduce the percentage of Bonds required for the writtcn consent to any such amendment, or (4) modify the rights or obligations of thc Trustee without its prior written assent thereto. The Indenture and the rights and obligations of the Successor Agency and of the Owners may also be amended at any time by a Supplemental Indenture which shall become binding upon execution, without the consent of any Owners, but [subject to Section 10.02 and] only to the extent permitted by law, for any onc or more of the following purposes: (a) To add to the covenantti and agreements of the Successor Agency contained in the Indenture, other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the Successor Agency under this Indenture; (b) To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Indenture, or in regard to questions arising under the Indenture, as the Successor Agency may deem necessary or desirable and not inconsistent with the Indenture, and which shall not materially adversely affect the interest of the Owners; (c) To modify, amend or supplement this Indenture in such manner as to permit the qualitication of this Indenture under the Trust Indenture Act of 1939, as amended, or -41- f i�N��':r��m�� T�pw�N �rtJ I11r,�C�,�n Rrpon.��u�cn.,�i ,\grn� }�I kM R.Iundmc�P�lrn I�•vn 1,\ �'n I7 rrlunJmE � n��m��u.ing md: nwrc � i � I u 1('Y any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affcct the interests of the Owners of the Bonds; (d) To maintain the exclusion of interest on the 2017A Bonds from gross income for federal income tax purposes (except with respect to the 2017A Bonds which the Successor Agency certifies to the Trustee are not intended to qualify for such exclusion); (e) To the extent necessary to obtain a bond insurance policy, to obtain a rating on the BondS or in connection with satisfying all or a portion of the Reserve Requirement by crediting a letter of credit or other forms of Qualified Reserve Account Credit Instrument to the Reserve Account; or (� For any other purpose ihat docs not materially adversely affect thc interests of the Owners. SECTION 7.02 Disqualified Bonds. Bonds owned or held by or for the account of the Successor Agency or the City shall not be deemed Outstanding for the purpose of any consent or other action in this Indenture provided for, and shall not be entitled to consent to, or take any other action in this Indenture provided for; provided, however, that for purposes of dctermining whether the Trustee shall be pro[ected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held will be disregarded. SECTION 7.03 Endorsement or Replacement of Bonds After Amendment. After thc effective date of any action taken as provided above in this Indenture, the Successor Agency may determinc that the Bonds may bear a notation, by endorsement in form approved by the Successor Abency, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of such Owner's Bond for such pu►-pose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bond. If the Successor Agency shall so determine, new Bonds so modified as, in the opinion of the Successor Agency, shall be necessary to conform to such action shall be prepared and executed, and in that catie upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may selert and designate for that purpose, without cosl to each Owner, for Bonds lhen Outstanding, upon surrender of such Outstanding Bonds. SECTION 7.04 Opinion of Counsel. The Trustee may conclusively accept an opinion of nationally recognized bond counsel to the Successor Agency that an amendment of the Indenturc is in conformity with the provisions of this Article. -42- (1 �rJ��rr��m.� T�pi��Nurd I dr.�it,�n K.p��natiurrc...��r AKrni�Vt,t+i R.•iundme�P�lm Ik.,n tiA �'_��17 rclunJmg � nnmhnu.in. mdrmurr i i� IN1('X ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Not�ti�ithstcindin�� urt�•thiri�� to the contrur�� iri this Artic•!e VIII, sn lnng u.ti� t�ie Bnncl liisuru�tc•c� Pnlic}' remuiiis in eff�ect cuzd the Bo�Id Insurer has not defuerltc�d �rith respect tn its nbligutirnzc under tlre Boitd Insurance Polic��, all provisioris of thi.�� Article IX shull he suhject to, cu:d qcralified h��, the prnvisrnns set forth irt Article X hereof, inc•lerdiriK, �ti�ithout limitution, the Bund /ns��rer'.s ri�ght tr� cn�isent tn c�cceleratinn nf the Bnnds, and the Bnnd Ins�rrei•'s right t�� cnnsc�nt to nr direct certain Tru.ti•tee, Suc•ces.ti�nr ilgeiic.�� nr O►ti•ner uc•tioris. SECTION 8.01 Events of Default and Acceleration of Maturities. If one or more of the following events (herein called "Events of Default") shall happen, that is to say: (a) If default shall be made in the due and punctual payment of the principal (including any Sinking Account Installment) of or redemption premium, if any, on any Bond whcn and as thc same shall become due and payable, whether at maturi[y as therein expressed, by declaration or otherwise; (b) If default shall be made in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; (c) If default shall be made by the Successor Agency in the observance of any of its agreements, conditions or covenants contained in the Indenture or in the Bonds, and such default shall have continued for a period of 30 days after the Succetisor Agency shall have heen given notice in writing of such default by the Trustee; provided, however, that such default shall not constitute an Event of Default under this Indenture if the Successor Agency shall commence to cure such default within said 30 day period and thereafter diligently and in good faith proceed to cure such default within said 30-day period or such longer period as the Trustee or the Owners of a majority in aggregate principal amount of the affected Bonds then Outstanding may contient to in writing; or (d) If the Successor Agency shall file a petition or answer 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 sha11 approve a petition, filed with or without the consent of the Successor Agency, seeking reorganization under thc 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 court of competent jurisdiction shall assume custody or control of the Successor Agency or of the whole or any substantial part of thc Succcssor Agcncy's property; Then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and upon the written request of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, shall, by notice in writing to the Successor Agency, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything c�ntained in the Incienture �r in the Bonds to [he contrary notwithstanding. -43- G trJa�\�.r��m.� T�pu�N-,�rJ I�Jratii�n K.pon.�tiue�:.,��r �g.•rk��UrM HrlundineH'�Im I�.�v�n �.� �'_i�17 r.iundmg � nomh��u,mg md.murr � i� IIfK'X This provision, however, is subject to the condition that if, at any ti►ne 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 money due shall have been obtained or entered, the Successor Agency shall 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 at the rate of interest which would have been paid on such overdue principal on such overdue installments of principal, and the fees and expenses of the Trustee, including attorneys fees, 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 for the Bonds, then, and in every such case, 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, rescind and annul such declaration and its consequences. No such rescission and annulment shall extend to or shall affcct any subsequent default, or shall impair or exhaust any right or power consequent on the Bonds. SECTION 8.02 Application of Funds upon Acceleration. All money in the funds and accounts provided for in the Indenture (other than any moneys for payment of the Rebate Amount) upon the date of the declaration of acceleration by the Trustee as provided in Section 8.01, and all Tax Revenues in the Special Fund and thereafter received by the Successor Agency (which shall be promptly transmitted to the Trustee) shall bc applied by the Trustee in thc following order: First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents and counsel, to the payment of any other amounts then due and payable to the Trustee, including any predecessor trustee, with respect to or in connection with this Indenture, whether as compensation, reimbursement, indemnification or otherwise, and, thereafter, to the payment of the costs and expenses of the Owners in providing for the declaration of such Event of Default, including reasonable compensation to their agents and counsel; Second, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, with interest on the ovcrduc principal to the extent permitted by law at the net effective interest rate then borne by the Outstanding Bonds; provided, however, that in the event the amount then so hcld by thc Trustee shall be insufticient to make all the payments required by this clause, then such money shall be applied to the payment of the principal of and interest on all Outstanding Bond then due and payable ratably (based on the principal amount of Bonds owned by each Owner), without any discrimination or preferences. SECTION 8.03 Other Remedies of Owners. Any Owncr shall have the right, subject to the provisions of Section 8.08, for the equal benefit and protection of all Owners similarly situated: (a) By mandamus or other suit or proceeding at law or in equity to enf�rce such Owner's rights against the Successor Agency and any of the members, officers and employees of the Successor Agency, and to compel the Successor Agency or any such members, -44- (1 �N��rr��niia l�pi�\NoN I��li.\\tan H.pon.Uu«r..or Agrn�NllrM Nrlundmg�P�lm IA�ti•n j:\ �'_��17 rclunJmg nomh��u,mt mJrnmr. i+i U�KX officers or employees to perform and carry out their duties under the Law and their agreements with the Owners as provided in the Indenture; (b) By suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Owners; or (c) Upon the happening of an Event of Default (as defined in Section 8.01), by a suit in equiry to require the Successor Agency and its members, officers and employees to account as the trustee of an express trust. SECTION 8.04 Non-Waiver. A waiver of any default or breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or ortiission by any Owner or the Trustee 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 in such default, and every power and remedy conferred upon the Owners by the Law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the Trustee, the Successor Agency 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 takcn. SECTION 8.05 Actions by Trustee as Attorney-in-Fact. Any suit, action or procecding which any Owner shall have the right to bring to enforce any right or remedy under this Indenture may be brought by the Trustee for the equal benefit and protection of all Owners, and the Trustec is hereby appointed (and the successive re�pective Owners of the Bonds issued under this Indenture, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the 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 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 enfocce any cight or remedy un�ess st has been indemnit�ied by the Owners from any liability or expense including without limitation fees and expenses of its attorneys. SECTION 8.06 Remedies Nol Exclusive. No remedy conferred upon or reserved to the Owners in this Indenture 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 under this Indenture 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 law. SECTION 8.07 Owners' Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a ma;ority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee and upon furnishing the Trustee with indemnificaticm satisfactory to it, to direct the method of conducting all remedial proceedings taken by the -45- l� kJe�V:n�m�.i T.�pu�W��N I d.•.��i�li H:p��naSure.•..�,r .4.rrkyV�cln K.IunJm�V'�Im IlrK�n ��\ �_'��I7 rciumhnc n��n h��u.mc mJrmurr � ii IriK'X Trustee under this Indenturc, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and that thc Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Owners not parties to such direction. SECTION 8.08 Limitation on Owners' Ri�ht to Sue. (a) No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Law or any other applicable law with respect to such Bond, unless (1) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Owners of not less than 25 percent in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or procecding in its own name; (3) such Owner or said Owners shall have tendered to the Trustee reasonable indemnity against thc costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been rcceived by, and said tendec• of indemnity shall have bccn made to, the Trustee; and (5) the Trustee shall not have received contrary directions from the Owners of a majority in aggregate principal amount of thc Bonds then Outstanding. (b) Such notification, request, tender or indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy under this Indenture or under law. It is understood and intended that no one or mo►•c Owners shall have any right in any manner whatever by such Owner's or Owners' action to affect, diswrb or prejudire the security of this Indenture or the rights of any other Owners, or to enforce any right under this Indenture, the Law or other applicable law with respect to the Bonds, except in the manner provided in [his lndenture. All proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in thc manner provided in this Indenture and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisionti of this Indcnture. (c) Nothing in this Section or in any other provision of the Indenture, or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of� the Bonds at the respective dates of maturity and Sinking Account Payment Dates, as provided in this Indenwre, out of the Tax Revenues pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to intititute suit to enforce �uch payment by virtue of the contract embodied in the Bonds and in the Indenture. ARTICLE IX DEFEASANCE SECTION 9.01 Discharge of Indebtedness. If the Successor Agency shall pay or cause to be paid, or there shall otherwise he paid, t� the Owners of all Outstandinb Bonds the interest on and the principal of such Bonds, when due, at the times and in the manner stipulated in such -46- (, \rJ��V.n�mi� T�pia�N�,�rJ 1 d:.\li�ll Rip��n..�5uur..,�rt Agrm�H�rbi R.•IunJmf�Palm Urx�n �,� �:��I7 rriunding � n��mhuu.mg mJrmurr � ti I)IK'X Bonds and in the Indenture, then the Owners of such Bonds shall cease to be enti[led to the pledge of Tax Revenues, and all covenants, agreements and other obligations of the Successor Agency to the Owners of such Bonds under the Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute at the Written Request of the Successor Agency, and at the expense of the Successor Agency, and deliver to the Successor Agency all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall, after payment of amounts due the Trustee under this Indenture, pay over or deliver to the Successor Agency all money or securities held by the Trustee pursuant to the Indenture which are not required for the payment of thc interest due on and the principal of and premium, if any, due on such Bonds other than the moneys, if any, for the payment of the applicable Rebatc Amount. Bonds for the payment of which money shall have been tiet aside (through deposit by the Successor Agency or otherwise) to be held in trust by the Trustee for such payment at the maturity or redemption date of such Bondti shall be deemed, as of the date of such setting aside, to have been paid within the mcaning and with the effect expressed in the first paragraph of this Section. Any Outstanding Bonds shall prior to the maturity date of such Bonds bc deemed to have been paid within the meaning and with the effect expressed in the tirst paragraph ot� this Section i f: (1) There shall have been depositcd with the Trustee (or another fiduciary or escrow agent) either money in an amount which shall be sufiicient, or Federal Securities (includina any Federal Securities issued or held in Book-Entry form on the books of the Department of the Treasury of the United States of America), the principal of and the interest on which whcn paid will provide money that, together with the moncy, if any, deposited with the Trustee (or fiduciary or escrow agent) at the same time, shall be sufficient to pay when due the interest due and to become due on such Bonds on and prior to the mawrity date of such Bonds or such earlier redemption date as shall be irrevocably established, and the principal of and redemption premium, if any, on such Bonds (such interetit, principal and redemption premium, if any, being rcferred to below as the "Refunding Requirement"); provided that, unless �uch deposit consists of an amount in cash, which in and of itself, is sufficient to pay the Refunding Requirement in full, the sufficiency of the Federal Securities and other moneys so deposited with the Trustee (or fiduciary or escrow agent) shall be appropriately verified by an Indepencient Certified Public Accountant in a veritication report. (2) The Successor Agency shall have given the Trustee in form sati�factory to the Trustee irrevocable instructions to send, as soon as practicable, a notice to the Owners of such Bonds that the deposit required by (1) above has been made with the Trustee and that such Bonds are deemed to have becn paid in accordance with this Section and stating the maturity date or earlier redemption date upon which money is to be available for the payment of the principal of such Bonds. Neither Federal Securities nor money deposited with the Trustee pursuant to this Section nor interest or principal payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust f�or, the payment of the interest on and principal -47- ( i.\I�d\V�(P�IIIW Td�tld\NJfII IIIC�\11JI1 Rir�m.�Sm�r..�rt ,�grncqWchi RriunJm.N'alm Ur.rn j:\ =��17 rcwnJm� n��n hou.mc mJrnmrr i ii I)�X'X of such Bonds; provided that any cash received from such interest or principal payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested at the written direction of the Successor Agency in Federal Securities maturing at times and in amounts sufficient to pay when due the interest on and principal of such Bonds on and prior to such maturity date thereof, and interest earned from such reinvestments shall be maintained in the related escrow fund until such time as the Refunding Rcquirements have bcen paid in full (but solcly to the extent that does not affect the Tax-Exempt status of Bonds). For the purposes of this Section, Federal Securities shall mean and include only such securities as are not subject to redemption prior to their maturity. SECTION 9.02 Unclaimed MonevS. Anything in the Indenture to the contrary notwithstanding, any moncy held by the Trustee in trust for the payment and dischargc of any of the Bonds or interest on such Bonds which remain unclaimed for two years after the date when such Bonds or interest on such Bonds have become due and payable, if such money was held by the Trustee at such date, or for two years after the date of deposit of such money if deposited with the Trustee after the said date when such Bonds or interest on such Bonds become due and payable, shall be repaid by the Trustee to the Successor Agency, as its absolute property and free from trust, and the Trustee shall [hereupon be released and discharged with respect [hereto and the Owners shall look only to the Successor Agency for the payment of such Bonds; provided, however, that before being required to make any such payment to the Successor Agency, the Trustee shall, at the Written Reyuest of the Successor Agency and at the expense of the Successor Agency, cause to be mailed to the registered Owners of such Bonds at their addresses as they appear on the rcgistration books of the Trustee a notice that said money remains unclai►ned and that, after a date named in said notice, which date shall not be Iess than 30 days after the date of the mailing of �uch notice, the balance of such money then unclaimed will be returned to the Successor Agency. Any money held by the Trustee in trust for the payment and discharge of any Bonds shall not bear interest or be otherwise invested from and after such maturity or redemption date. ARTICLE X BOND INSURANCE SECTION 10.01 Pavment under Bond Insurance Policv. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply with respect to payments under the Bond Insurance Policy: (a) [to corne, ;J�app[�cc�hl�J SECTION 10.02 Additional Rights of Bond Insurer. So long as the Bond Insurancc Policy shall be in full force and effect and the Bond Insurer hati not defaulted with respect to its payment obligations thereunder, thc following provisions shall apply: (a) [tn cnme, if « pplicuhleJ SECTION 10.03 Suspension of Rights of Bond Insurer. All rights of the Bond Insurer to direct or consent to actions of the Successor Agency, the Trustee or the Owners under this Indenture shall be (a) suspended during any period in which such Bond Insurer is then in def�ault -48- (; \fll.l\��I��IIIW Tdrld\NUIJ IIIi�\\WII R.•pan.��uicc..ur Ag:mNIkM HcwnJm��l'ahu Ilrwrt S,\ � 2n17 rclunJme � nomhau.mg mJrnturr 1li U� Il'X in its paymcnt obligations under the Bond Insurance Policy (except to the extcnt of amounts previously paid by the Bond lnsurer and due and owing to [he Bond Insurer) and (b) of no force or effect in the event the Bond Insurance Policy is no lon�er in effect or the Bond Insurer asserts that the Bond Insurance Policy is not in effect. ARTICLE XI ADDITIONAL PROVISIONS RELATING TO RESERVE POLICIES SECTION 11.01 Draws on Reserve Policies and Repayment on Draws. So long as the either Reserve Policy remains in full force and effect, the Authority and the Trustee agree to comply with the following provisions set forth in this Article XI, notwithstanding anything to thc contrary hcrein: (a) [tn corne, if�cipplicnhleJ SECTION 11.02 Additional Ri�hts of Bond Insurer as Provider of Reserve Policies. So long as either Reserve Policy shall be in full force and effect and the Bond Insurer has not dcfaulted with respect to its payment obligations thereundcr, the following provisions of this Section 10.02 shall apply, notwithstanding anything to the contrary herein: (a) (tn c•ome, i%�u�plicuble] ARTICLE XII MISCELLANEOUS SECTION 12.01 Liability of Successor A�y Limited to Tax Revenues. Notwithstanding anything contained in the Indenture, the Successor Agency shall not be required to advance any money derived from any source of income other than the Tax Revenues for the payment of the interest on or the principal of the Bonds. The Successor Agency may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. The Successor Agency's obligation to pay the Rebate Amount to the United States of America pursuant [o the Tax Certificale shall bc considercd [he general obligation of the Successor Agency and shall be payable from any available funds �f the Successor Agcncy. The Bonds are limited obligations of the Successor Agency and are payable, as to interest on and principal of the Bonds, exclusively from the Tax Revenues, and the Successor Agency is not obligated to pay them except from the Tax Revenues. All of the Bonds are eyually secured by a pledge of, and charge and lien upon, all of the Tax Revenues, and the Tax Revenue� constitute a trust fund for the security and payment of the interest on and the principal of the Bonds. The Bonds are not a debt of the City, the State or any of its political subdivision�, and neither the City, the State nor any of its political subdivisions is liable therefor, nor in any evcnt shall the Bonds be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the mcaning of any constituti�nal or statutory limitation or restriction, and neither the members of the Successor Agency nor any persons executing the Bonds arc liablc personally on thc Bonds by reason of thcir issuancc. -49- ll �Na�Vrr��mia l.ipi��w�nJ I Jr.��en Nrp��n.�iu«r..or :\grrk�UkM K:iunJmg�l'alm Ixw�rt \:\ �_'��17 r�iunJm;� mm huunmg mJrmur.• i+� INKX SECTION 12.02 Benefits of Indenture Limited to Parties. Nothing in the Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Bond Insurer and the Owners any right, remcdy or claim under or by reason of� the Indenture. Any covenants, stipulations, promises or agreements contained in the Indenture by and on behalf of the Successor Agency or any member, officer or employec thereof shall be for the sole and exclusive benefit of thc Trustee, the Bond Insurer and the Owners. SECTION 12.03 Successor Deemed Included in All References to Predecessor. Whenever in the Indenture either the Successor Agency or any member, officer or employee of the Successor Agency is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Successor Agency, that are presently vested in the Successor Agency or such member, officer or employee, and all the agreements, covenants and provisions contained in the Indenture by or on behalf of the Successor Agency or any member, officer o►• employee of the Successor Agency shall bind and inure to the beneft of the respective tiuccessors of the Successor Agency whether so expressed or not. SECTION 12.04 Execution of Documents by Owners. Any request, consent, declardtion or other instrument which the Indenture may require or permit to be executed by Owners may he in one or more instruments of similar tenor, and shall be executed by Owncrs in person or by thcir attorneys appointed in writing. Except as otherwise expressly provided in this Indenture, the fact and date of the execution by any Owner or such Owner's attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved hy the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which �uch Owner purports to act, that the person signing such reyuest, consent, declaration or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witne�s of tiuch execution, duly sworn to before such notary public or other officer. Except as otherwise expressly provided in this Indcnturc, the amount of Bonds tran�ferable by delivery held by any person executing such request, consent, declaration or other instrument or writing as an Owner, and the numbers thereof, and the date of such Owner's holding such Bonds, may be proved by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee, executed by a trust company, bank or other depositary wherever situated, showing that at the date therein cnentioned such per�on had on deposit with such depositary the Bonds described in such certificate. The Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same detiirable. The ownership of Bonds and the amount, maturity, number and date of holding thc sa►ne shall be proved by the registry books provided for in Section 2.08. Any request, 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 in good faith and in accordance therewith. -50- l� �rJe��:n�m�.i T�pi.dN�rtJ I�dr.Ki,�ll K:p�m.\luier..ur .4i�rneNlkM HrhmJmi�l'.Jm Ik•��n j� �'nl7 r�iunJmg � nomh��u>ing mJrnturr i ti U(k-X SECTION 12.05 Waiver of Personal Liability. No member of the Successor Agency governing board, or officer or employee of the Successor Agency shall be individually or personally liable for the payment of the interest on or principal of the Bonds; but nothing contained in this Indenture shall relieve any member, officer or employee of the Successor Agency from the performance of any official duty provided by law. SECTION 12.06 Content of Certificates and Reports. Any certificate made or given by an oft7cer of the Successor Agency may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certi�cate or opinion or representations with respect to the matters upon which such officer's Certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters or information with respect to which is in the possession of the Successor Agency, upon the certiCcate or opinion of or representations by an officer or officers of the Successor Agency, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in exercisc of rcasonable care should have known that the same were erroneous. SECTION 12.07 Funds and Accounts. Any fund or account required by the Indenture to be established and maintained by the Successor Agency or the Trustee may be established and maintained in the accounting records of the Successor Agency or the Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such rec�rds with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practices and with due regard for the protection of the security of the Boncls and the rights of the Owners. SECTION 12.08 Destruction of Cancelled Bonds. Whenever provision is made for the surrender of any Bonds which have been paid or canceled pursuant to the provisions of� this Fiscal Agent Agreement, the Trustee shall cancel and destroy such Bonds and upon Written Request of the Successor Agency furnish to the Successor Agency a certificate of such destruction. SECTION 12.09 CUSIP Numbers. Neither the Successor Agency nor the Trustee shall be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice relating thereto. The Trustee may, in its discretion, include in any redemption notice relating to any of the Bonds a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Successor Agency nor the TruStee shall be liable for any defects or inaccuracies in such numbers. SECTION 12.10 Partial Invalidity. If any one or more of the agreements or covenants or portions thereof provided in the Indenture to be performed on the part of the Successor Agency (or of the Trustee) should be contrary to law, then such agreement or agreements, such covenant or covenants, or such portions thereof, shall be null and void and shall be deemed separable from the rem�ining agreements and covenants �r portions thereof and shall in no way affect the -51- l l�rJa�4rr��mce T,�pi,��N,�rJ i dr.�ii�ll R; p�m.�Surrr..ar Ag: n:�Vkhi H: hinJmgU'elm Ur.a•n 5,\ �'nl7 r�•lundmi � n�m�hou.ing inJrniur.• � ii I111('X validity of the Indenture or of the Bonds; but the Owners shall retain all the rights and bencfits accorded to them under the Law or any other applicablc provisions of law. Thc Successor Agency hereby declares that it would have adopted the Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase of this Indenture and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of the Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 12.11 Notices. Any notice, request, demand or other communication under this Indenture shall be given by first class mail or personal delivery to the party entitled to such notice at its address set forth below, or by telecopy or other form of telecommunication, with prompt telephone confirmation. Notice shall be effective (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender's receipt of an appropriate answer back or other written acknowledgment or confirmation of receipt of the entire notice, approval, demand, report or other communication, (c) if given by first class, registered or certit7ed mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight couricr, or (c) if by other means of personal delivery, upon receipt by the intended recipient of the notice. Each entity below may, by written notice to the other party, from time to time modify the address or number to which communications are to be given under this Indenture: If to the Successor Agency: Successor Agency to the Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, CA 92260 Attention: Executive Director Fax: (760) 340-0574 Telephone: (760) 346-061 1 If to the Trustee: U.S. Bank National Association LM-CA-T24T 633 W. 5`h Street, 24'h Fl. Los Angeles, CA 940071 Attention: Global Corporate Trust Services Fax: (213) 615-6199 Telephone: (213) 615-6062 [Notices to the Bond Insurer shall bc sent to the address indicated in Section 10.02(_).] Any of the foregoing persons may, by notice given under this Section, designate any further or different addresses, telephone numbers or facsimile transmission numbers to which subsequent notices, certificates, requests or other communications shall be directed. SECTION 12.12 Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be -52- (14J��V.r��m�� I��pi�\NoN I�ili.\\i�li k.•p��n.�iuc.r..,�r Agrnc�UA�ht k.iunJmg�l'alm hrvn iA �'_nl7 rriumlm� n��mh��u.in} mdrmur.• � L IuM'X an original; and all such counterparts, or ati many of them as the Successor Agency and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. SECTION 12.13 Busincss Days. When any action is provided for in this Indenture to be done on a day named or within a specified time period, and the day or the last day of the period falls on a day other than a Business Day, such action may be performed on the next ensuing Business Day with the same effect as though performcd on thc appointed day or within the specit7ed period. SECTION 12.14 Governin Law. Thi1 Indenture shall be governed and construed in accordance with the laws of the State of California. -53- tl �rJ��V.mm�� T�pia�N��N I dr.�Siall R:pom\Surir..or A;rrkc\Itchi R:Iundmg�I'alm I).v�n ,'L� '��17 rilunJinE � numh��u.me indrnwrr �� IIIX'X IN WITNESS WHEREOF, the Successor Agency to the Palm Dcsert Redevelopment Agency has caused this Indenture to be signed in its name by its Authorized Officer and U.S. Bank National Association, in token of its acceptance of the trusts created under this Indenturc, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the date and year first above written. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY : Attcst: Secretary Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustcc : Authorized Officer -54- l� We��-:mmee T�pie�N-vnl I�ilr.Kiell Hrp��n.�iucrr.�rt ,\grni�Vkhi Rrlundmg�P�im Ikti•n 5�\ �'_��17 rctunJmf � nnm�ou.me mJrnlw: i i� I11N'X APPENDIX A LIST OF 2017A PRIOR LUANS Loan Project Incurred Related Authority Bonds Serirs Area Year Loan Agreement Designation ( I) I 2002 Prujcct Arca No. l, As Tax Allc�catiun Rrfunding Rev�nuc A►ncnd�d. L��an A�reement, Bun�1s (Projcct Area No. 1, As �atcd as of March I, 2002 Amcndrd) 2002 Scrics A (2) I 2003 Prujcct Arca N��. I. As Tax All�cation Revcnue Bonds (Project Amcndrd, L��an A�reement. Arca N��. l, As Amendcd) Scrics 2O(l� datcd as uf July l, 200� (�) 1 2O�� Projert Area No. ], As Tax Allocation Refunding Rrvcnuc Amen�icd, L��an Agreement. Bcm�ls (Project Area No. l, As dated as �f Junc l, 200-i Amcnded) 2004 Scrics A (-1) 2 200? Pr��ject Area No. 2 L��an Tax Allocation Rcfunding Rc�cnuc A�reement, dated as of Junr I, Bcmds (Projert Arca No. 2), 2002 Scrirs 2002 A (5) 2 2003 Prujcct Arca N��. 2 Loan Tax All��cation Revenue Bon�ls (Prcijcrt Agrrcmcnt, dated as of March Arra Nc� 2) Series 2(H)3, hut s��lrly: (i) I. 2(xl3 (hut sc�lely a porti�m of S 16y,400 of thc principal mawring on thc prinripal oi�carh maturity August I. 2023, (ii) �176,17fi c�f the corres�on�ing t�� the bonds princi�al maturin� on August I. 2(12�1. in�licatccl in ri�*htmost column) (iii) $4RI,Oy6 of the principal maturing �m August I, 2026, and (iv) $2,221if,O ��f the �rincipal mawring ��n Au�Tust I. 2()33 � (6) 4 1998 Pruject Area No. 4 Lc�an Tar Allocati��n Rcvcnuc Bc�nds (Prc�jcrt Agrccmcnt, datcd as of March Arca No. =t), S�rie� 49y8 I. 199R A-1 (1 ��J��Yri��nii� �I��ia�N-,nJ I ilr.,�Si�11 Hrp��n.�Ju��r..,�i Acrn��\Ik�Pi R:ninJini•�P�Im Ik•k•n �� '��17 rclunJm;: � nomh��u.ine inJrniurr � ii U�k'X APPENDIX B LIST OF 2017B PRIOR LOANS Loan Project Incurred Related Authority Bonds Series Area Year Loan Agreement Designation (1) 1 2006 Projcct Arca N��. 1, As Tax All��caticm Rrvenue Bonds (Pr��j�ct Amcndrd, Loan Agreement, Arra No. I. As Amended), 2006 Serics datcd as of July l. 2(H)6 A (2) 2 200:� Projcct Arra No. 2 Loan Tax Allc�caticm Revenue Bon�s (Project Agrcrmrnt, datrd as of March Arca Nu. 2). Srrirs 200:� but solrly: 1, 2003 (hut solcly a portion of� (i) �705,600 of thc principal m�turin� c�n the principal of each maturity August I, 202:i, (ii) $733,824 iif the currespunding to the bonds principal maturing on August I, 2024, indicated in rightmost column) (iii) $2,00�,90�3 of thr principal maturing cm Augu�t I. 2026, and (iv) $9.25�,-1-10 of thc �rincipal maturing on August I, 2033 ( i) 2 2006 Projcrt Arra No. 2 L��an Tax Allocati�m Rcfunding Rcvcnuc (Scrics Agrccmrnt (2006 Srnior Bonds (Pr��jcct Arca No. 2). 200fi Scrirs 2006A Loan) Loans), datrd as uCJuly I, 2006 A (-1) 2 2006 Project Area No. 2 Loan Suhordinate Tax Allocation Revcnuc A�rccmcnt (2006 Suhordinate Ca�ital Apprcci�ti�m Bonds (Projcct Li�an), clatrd ati of July I. 20�6 Area No. 2) 2(Hl6 Scrics D (5) � 2003 Projrct Arca No. 3 L��an Tax Allocation Rcvcnur B�mJs (Pn�jrrt A�recmcnt, dated as c�f July l, Area N��. 3). Scrirs 2003 200:� (6) 3 2006 Projcct Arra No. � Lc�an Tax All��rati�m Rcvcnuc Bon�is (Pn�jcct (Serics Agrccmcnt (2006 Scnior Arra Nu. 3) 2U06 Scrics A 2006A L��an> L�ans), datrd as of July I, 20(H� (7) 3 2006 Pr��jcct Arca No. 3 Lc�an Tax All��cati�m Rrvcnuc Capital (Srrirs Agrrcmcnt (2006 Scnic�r Appreciation Bonds (Project Are� N<�. �) 2006B Loan) Loans), datcd as c�f July 1, 2OO6 2Q06 Scrics B (K) :i 2006 Projc�t Arca No. 3 Lc�an Suhorclinatc Tax All��cati��n Rcvcnuc Agrccmcnt (2006 Suh<�rJinatc Capital Appreriatic�n Bunds (Prujcct Loan), datrd as of July I, 200f� Area Nc�. 3) 2006 Series C (9) 4 2001 Prujrct Arca No. � L��an Tax Alloration Revenue BonJs (Prujert A�rccmcnt, dated as of Area Nu. 4), Srrirs 20U1 N��vcmhcr I, 2O01 (10) 4 2006 Prujcrt Arca N�. 4 Loan Tax Allocatic�n Rcfunding Rcvcnuc (Scrics A=reemcnt, datcd as of July 1, Bonds (Projrct Area No. �1) ?(�6 Series 2006A Loan) 2006 A ( I I) � 2(H)6 Projcct Arca No. 4 Loan Tax Allucation Revenur Capital (Serics Agrrement, dated as of July l, Appreciati�m Bonds (Pr��jcct Arra No. �) 2006B Lc�an) 2(l(l6 2006 Series B B-1 f� VJa��:rnmw Tapia�N��rd I dr.�ti��u H.pon.�iueu..nr ,\grn.��lkht R;iunJme�l'�Im Uc.rn 5,\ �'_nl7 rclundme � non h��u.ing mJ.nturr � ii Uf k'X APPENDIX C FORM OF 2017A BOND [Unle.s.ti� t{iis certificnte is presented b�� art a�ttltori;ed repre.sentuti►�e of' the Dc�pnsitor�• Trtr.st Cnnipcut��, u Ne►t� York Cnrporcrtion ("DTC"), to the S�u•cessor A�gertcy tn the Pulnr Desc�rt Redevelo��ment Ageric}' or its a�ejit fnr rekistrution of trnn.sfer, exclturtge, or pa�ment, and ui►�• certificc�te i.s.sued i.s registered iri the �tnrne of Cede dt Cn. Or in .ti•erch other �turne us is reyue.stc�d h�� uii uuthori�ed re/�resentu!lti�e of DTC (and nny� pu�•nient i.�• rnude to Cede d'c Co. or tn such ot{ter e�ttit}' us is reyuested h�� rt �ctthorized representuti►�e oJ� DTC), un�� trunsfer, pledRe, or nther �tse herenf for ti�ulue or other►ti�ise h�� or to art}' persons is ►t�rrni�fcrl inu.�•ntuc•h us thc� re��istered n�tivic�r hereof, Cede & Co., has an i�iterest herein. J No. $ SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BOND 2017 SERIES A Interest Rate Maturitv Date Dated Date CUSIP REGISTERED OWNER: [CEDE & CO.] PRINCIPAL AMOUNT: The Successor Agency to the Palm Desert Redevelopment Agency, a public body, corporate and politic, duly organired and existing under and pursuant to the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the registered owner specified above, or registered assigns, on the Maturity Date specified above the Principal Amount specified above, together with interest thereon until the principal of this bond (lhe "2017A Bond") shall have been paid. Interest on this 2017A Bond shall be payahle semiannually on [April l, 2017] and thereafter on October 1 and April I each year (each an "Interest Payment Date"). This 2017A Bond shall bear interest at the Interest Rate specified above from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date (i.e., the I Sth day of the month next preceding such Interest Payment Date) to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the tirst Interest Payment Date, in which event it shall bear interest from the dated date shown above; provided, however, that if, at the timc of authcntication, interest with respect to this 2017A Bond is in default, it shall bear interest from the Interest Payment Date to which interest ha, been paici �r madc availablc for paymcnt with respcct to this 2017A Bond. C-1 ({\�Ja�Y.mm.� f�pi��N-��rJ I il.d�ien Rrp�m.��uccr.,..,rt Acrn.��lk•M HrlundmgH'ahn IA�..rn �.4 ?��17 r.lunding n��n hou.m. mJ.nwrr � ii.IH1l'X Both the interest on and principal of this 2017A Bond are payable in lawful money of thc United States of America. The principal (or redemption price) hereof is payable upon surrender of this 2017A Bond at maturity or the earlier redemption of this 2017A Bond at the corporate trust office of U.S. Bank National Association (the "Trustee") in St. Paul, Minnesota, or at such other ofCice as the Trustee may designate (the "Trust Office"). Interest on this 2017A Bond is payable by check mailed on each Interest Payment Date by Cirst class mail to the person in whose name this 2017A Bond is registered at the close of business on the Record Date of the applicable Intcrest Payment Date at such person's address as it appears on the registration books of the Trustee, or upon written request received by [he Trustee prior to the Record Date for an Interest Payment Date of an Owner of 2017A Bonds in the aggregate principal amount of $1,000,000 or more, by transfer in immediately available funds to an account within the United States designated by such Owncr. This 2017A Bond is one of a duiy authorized issue of bonds of the Successor Agency designated Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds, 2017 Series A(the "2017A Bonds"), limited in a�gregate principal amount to $ , issued under the provisions of Section 34177.5 of the California Hcalth and Safety Code and Article 1 1(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (thc "Refunding Bond Law"), and pursuant to the provisions of an Indenture, dated as of January 1, 2017 by and between the Successor Agency and the Trustee (as thc same may be amended or supplemented from time to time pursuant to the terms thereof, thc "Indenture"),. Capitalized terms used but not otherwise detined herein have thc mcanings ascribed to them in the Indenturc. The 2017A Bonds are issucd for the purposes of effecting a refunding of outstanding loans incurred by the former Palm Desert Redevelopment Agency, which were incurred to finance and refinance the costs of redevelopment within the four project areas (the "Project Areas") locatcd in the City of Palm Desert, California. The 2017A Bonds are limited obligations of the Successor Agency and are payable, as to interest on and principal of the 2017A Bonds, exclusively from the Tax Revenues derived from the Project Areas and the funds pledged therefor under the Indenture. The pledge and licn on Tax Revenues with respcct to the 2017A Bonds are on a parity with the $ aggregate principal amount Successor Agency's Taxable Tax Allocation Refunding Bonds, 2017 Serieti B (the "2017B Bonds") issued concurrently as the 2017A Bonds. The 2017A Bonds and the 2017B Bonds, together, are referred to herein and the "Bonds." The Successor Agency may, from timc to time, issue additional bonds (the "Additional Refunding Bonds") secured by Tax Revenues on a parity with the Bonds, but solely for refunding purposes subjcct to the conditions set forth in the Indenture. So long as the Bonds remain outstanding under the Indenwre, the Successor Agency may not issue any additional bonds or incur any additional obligations which are secured by and payable from Tax Revenues whirh rank senior to the Bonds. Reference is hereby made to the Indenture, to any supplemental indentures thereto and to the Refunding Bond Law and the Law (as amended by the Dissolution Act) for a description of the terms on which the Bonds are issued, for the provisions with regard to the nature and extent of the �ccurity provided for thc Bonds and of thc nature, extent and manncr of enforcement of such security, and for a statement of the rights of the registered owners of the Boncls. All thc G2 ll �Na��'�rnmi� �I��pw�Nnrd I�dr.�ii�u k,pun.��uiir..Wn Agrn��llrhi Hriundmc�V'�hn Ikvn 1� �?ul7 r:lundmg � nnmhou.in. inJrinurr � ti U�11'X terms of the Indenture, the Refunding Bond Law and the Law (as amended by the Dissolution Act) arc hcrcby incorporated hcrcin and constitute a contract between the Successor Agency and the registered owner from time to time of this 2017A Bond, and to all the provisions thereof the registered owner of this 2017A Bond, by such owner's acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse to all the provisions of the Refunding Bond Law, the Law (as amended by the Dissolution Act) and the Indenture and shall be bound by all the terms and conditions thereof. If an Event of Default 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; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. The 2017A Bonds maturing on or before October 1, 20_ shall not be subject to optional redemption prior to their maturity. The 2017A Bonds maturing on or after October 1, 20_ shall be subject to redemption as a whole or in part, from such maturities as the Successor Agency shall designate prior to their maturity at the option of the Successor Agency on any date on or after October l, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to 100 percent of the principal amount of� the 2017A Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without premium. The 2017A Bonds maturing on October 1, 20_ and October 1, 20_ shall be subject to mandatory sinking account redemption in part by lot at a redemption price equal to the principal amount thereof to be redeemed, without premium, on October 1 of the years and in the aggregate respective principal amounts set forth in the Indenture. As provided in the Indenture, notice of redemption of any 2017A Bond shall be scnt by first clatis mail (or such other means as acceptable to the recipient of such notice) not more than 60 days and not less than 30 days prior to the redemption date, to the respcctive Owner of this Bond at the address appearing on the registration books of the Trustee and to certain securities depository and information services. Failure to receive such notice shall not affect the sufticiency of such proceedings for redemption. If notice of redemption has been duly given as aforesaid and money for payment of the above described redemption price is held by the Trustee, then such 2017A Bonds shall, on the redemption date designated in such notice, hecome due and payable at the above deticribed redemption price; and from and after the date so designated interest on the 2017A Bonds so called for redemption shall cease to accrue and registered owners of surh 2017A Bonds shall have no rights in respect thereof except to receive payment of such redemption price thcrcof. Thc registercd owncr of any 2017A Bond(s) may surrender the same at the Trust Office in exchange for an equal aggregate principal amount of fully registered 2017A Bonds of any other authorized denominations, in the manner, subject to the conditions and upon the payrnent of the charges providcd in thc Indenture. C-3 (1 �rJa�l-rmme� �lap�a\W,ad I dr.�Si.dl N.p��n.�5u�....oi ,\g.rk�Ukht H. iunJmg�ILlm Ik•ti�n �-\ �'_��I7 rclunding � m�n�hnu.mg mJrmm. i i� I�(1l'X This 2017A Bond is transfcrable, as provided in the Indenturc, only upon a register to be kept for that purposc at thc Trust Officc by thc registered owner of this 2017A Bond in person, or by such registered owner's duly authorized attorney, upon surrender of this 2017A Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owncr or such registered owner's duly authorized attorney, and thereupon a new fully regis[ered 2017A Bond(s), in the same aggregate principal amount, shall be issued to thc transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Successor Agency and the Trustee may deem and treat the person in whose name this 2017A Bond is rcgistered as the absolute owner of this 2017A Bond for the purpose of receiving payment of, or on account of, the interest on and principal of and redemption premium, if any, on this 2017A Bond and for all other purposes. The Trustee shall not be required to register the transfer or exchange of any 2017A Bond during the I S days preceding any date established by the Trustee for selection of 2017A Bonds for redemption or any 2017A Bonds which have matured or been selected for redemption. The rights and obligations of the Successor Agency and of the registered owners of the Bonds (including the 2017A Bonds and the 2017B Bonds) may be amended at any time in the manner, to thc extcnt and upon the terms provided in the Indenture, but no such amendment shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Successor Agency to pay the interest or principal or redemption premium, if any, at the time and place and at the rate and in the currency provided in the Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds, except as provided in the Indenture, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify the rights or obligations of the Trustee without it� prior written assent thereto. This 2017A Bond is not a debt of the City of Palm Desert, the State of California or any of its political subdivisions, and neither the City, the State nor any of its political subdivisions is liable on this 2017A Bond, nor in any event shall this 2017A Bond or any interest on this 2017A Bond or any redemption premium on this 2017A Bond be payable out of any funds or properties other than Tax Revcnues and [he funds pledged pursuant to the Indenture. The 2017A Bonds do not constitute an indebtedncss within thc mcaning of any constitutional or statutory debt limitation or restriction, and neither the members of the Successor Agency nor any persons executing the 2017A Bonds shall be personally liable on the 2017A Bonds by reason of their issuance. This 2017A Bond shall not be entitled to any benefits under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registralion on this 2017A Bond endorsed shall have been manually signed by the Trustee. It is hereby certified that all of the acts, conditions and things required to exist, to have happened or to have been performed precedent to and in the issuance of this 2017A Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this 2017A Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescrihed hy the Constitution or laws of the State �f C-4 (1 �Na��:r��m.a �I�.ipi.i�N��rJ I J..��i�n H: pnnd�urcr..��r Ag; n��U ): Ai R; wnJmgU'.ilm I�r.: n� 4 'nl7 rrtunJing n��n�h��u.ine �nJ.•murr � i� I11 A'\ California, and is not in cxcess of thc amount of 2017A Bonds permitted to be issued under the Indenture. IN WITNESS WHEREOF, the Successor Agency to the Palm Dcscrt Rcdcvclopmcnt Agency has caused this 2017A Bond to be executed in its name and on its behalf by its Chair and attestcd by its Secretary, and has caused this 2017A Bond to be dated the date first writtcn abovc. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY : Attest: Secretary Chair STATEMENT OF INSURANCE (lo corrteJ. C-5 G�Ne�V:a�mia T�pi��µ��nJ I dc.\\i�n H;p�nl.��ui�r..ur A�.•ni��lJchi R.•IunJmcV'�Im Urxn S:� =u17 rriunJmg � n��mh��u.in�: mJrnmrr i U I)lA'X ------------------------------------------------------------------- ------------------------------------------------------------------- [TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of thc 2017A Bonds deticribed in thc within-mentioned Indenture and registcrcd on thc Bond Registration Books. Date: , 20 U.S. BANK NATIONAL ASSOCIATION, as Trustcc : Authorized Officer ------------------------------�------- -------------------------------------- [FORM OF ASSIGNMENT] For value received the undcrsigned do(es) herehy sell, assign and transfer unto , whose tax identification number is , the within-mentioned registered 2017A Bond and hereby irrevoca6fy constitute(s) and appoint(sJ attorney to transfer the samc on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE:The signaturc(s) on this Assignment must 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. NOTICE: Signature must be guaranteed by a member of an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or other similar program. C-6 l��rda�l�:iomu T�pi��0.��rd I�da.��i�u N:pon.Uu�.r..��r .4c.rk}Vkhi RrlunJmgULlm Ilr4�n 1:1 �'_��17 rclunJmg roro h��u.mg mJrmurr i i� Il(X'x APPENDIX D FORM OF 2017B BOND [Un/e.s.s tltis certificate is preseiited b�� nn authoriz�d represe�itutive of the Depu.sitnr�� Tn�st Cnntpctn��, n Ne�c York Corp��ratinn ("DTC"), t�� the Success��r AKenc•�� to ihe Pnlm Dc�sert Redevelopmertt A�enc�� or its a�eitt for registrcltion ��f trnn�fer, exclta�iRe, or pa��ment, cmd urt�• cc�rtificnte is.s�red is re�istered in the nnme ��f'Cede & Cn. Or iii .suc{i other �tame u.s is reyuested b}' cut uuthori<.ed representatiti�e ��f DTC (nnd cin�� pn��ment is ntnde to Cede & Co. ��r to s�rc•h ��ther entit�� us is reyue.ti�ted by� nn nuthorized represe�itati��e nf' DTC), an�' h'U11.5fc�r, pled,qc�, ��r other er.ce hereof for vul�re or other►ti•ise b�• nr to nn�� persnns is �ti�rort�%�I iiiu.cmuch us t�tc� re�;istered ��uvier hereof; Cede & Co., has un interest herein. J No. � SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BOND 2017 SERIES B Interest Rate Maturity Date Dated Date CUSIP REGISTERED OWNER: [CEDE & CO.] PRINCIPAL AMOUNT: The Successor Agency to the Palm Desert Redevelopment Agency, a public body, corporate and politic, duly organized and existing under and pursuant to the laws of the State of California (the "Successor Agency"), for value received herehy promises to pay to the registered owner specitied above, or registered assigns, on the Maturity Date speci�ed above the Principal Amount specified above, together with interest thereon until the principal of this bond (the "20I7B Bond") shall have been paid. Interest on this 2017B Bond shall be payable semiannually on [April 1, 2017] and thereafter on October 1 and April 1 each year (each an "Interest Payment Date"). This 2017B Bond shall bear interest at thc Interest Rate specificd above from thc Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated during the period from the day after the Record Date for an Interest Payment Date (i.e., the 15th day of the month next preceding such Interest Payment Date) to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from the dated date shown above; provided, however, that if, at the time of authentication, interest with respect to this 2017B Bond is in default, it shall bear interetit from the Interest Payment Date to which interest has been paid or made available for payment with respec[ to this 2017B Bond. D-1 (1 trJ��\�� n�m�e �L�pu��1��N i dr.�Slell K�p��n.�Suur..,rt ,\�cn.cW.•M HrlundmeH'nlm Ur4�n ��\ �'nl7 rriundmg � nnn�hnu.inE mJcnmrr i ii I N1l'�( Both the interest on and principal of this 2017B Bond are payable in lawful money of thc United States of America. The principal (or redemption price) hereof is payable upon surrender of this 2017B Bond at maturity or thc earlier redemption of this 2017B Bond at the corporate trust office of U.S. Bank National Association (the "Trustee") in St. Paul, Minnesota, or at such other oftice as the Trustee may designate (the "Trust Office"). Interest on this 2017B Bond is payahle by check mailed on each Interes[ Payment Date by first class mail to the person in whose name this 2017B Bond is registered at the close of business on the Record Date of the applicable Interest Payment Date at such person's address as it appears on the registration books of thc Trustee, or upon written request received by the Trus[ee prior to the Record Date for an Interest Payment Date of an Owner of 2017B Bonds in the aggregate principal amount of $1,000,000 or more, by transfer in immediately available funds to an account within the United States designated by such Owner. This 2017B Bond is one of a duly authorized issue of bonds of the Successor Agency designated Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation Refunding Bonds, 2017 Series A(the "2017B Bonds"), limited in aggregate principal amount to � , issued under the provisions of Section 34177.5 of the California Health and Safety Code and Article 1 1(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Govcrnment Code (the "Refunding Bond Law"), and pur�uant to the provisions of an Indenture, dated as of January 1, 2017 by and between the Succes�or Agency and the Trustee (as the same may be amended or supplemented from time to time pursuant to the terms thereof, the "Indenture"),. Capitalized terms used but not otherwise defined hercin have the meanings ascribed to them in the Indenture. The 2017B Bonds are issued for the purposes of cffecting a refunding of outstanding loans incurred by the former Palm Desert Redevelopment Agency, which were incurred to finance and refinance [he costs of redevelopment within the four project areas (the "Project Areas") located in thc City of Palm Desert, California. The 2017B Bonds are limited obligations of the Successor Agency and are payable, ds to interest on and principal of the 2017B Bonds, exclusively from the Tax Revenues derived from the Project Areas and the funds pledged therefor under the Indenture. The pledge and lien on Tax Revenues with respect to the 2017B Bonds are on a parity with the Successor Agency's $ abgregate principal amount Tax Allocation Refunding Bonds, 2017 Series A(the "2017A Bonds") issued concurrently as the 2017B Bonds. The 2017A Bonds and the 2017B Bonds, together, are referred to herein and the "Bonds." The Successor Agency may, from time to time, issue additional bonds (the "Additional Refunding Bonds") secured by Tax Revenues on a parity with the Bonds, but solely for refundin� purposes subject to the conditions set forth in the Indenture. So long as the Bonds remain outstanding under the Indenture, the Successor Agency may not issue any additional bonds or incur any additional obligations which are secured by and payable from Tax Revenues which rank senior to the Bonds. Reference is hereby made to the Indenture, to any supplemcntal indentures thereto and to the Refundin� Bond Law and the Law (as amended by the Dissolution Act) for a deticription of the tcrms on which the Bonds are issued, for the provisions with regard to the naturc and extcnt of the security provided for the Bonds and of the nature, extent and manner of enforcement oi� such security, and for a statement of the rights of the registered owners of the Bonds. All the D-2 l I.�rd��'a��mia l��pw�H-�nJ I J..�1Wit R:pim.Uu�r:,.,�r -\ern:��U•ht RrtunJmgV'�Im Ikti�n 1:1 � tul7 rrlundm� � nomh��u.ing mJrnwrr � ii Itfl('� terms of the Indenture, the Refunding Bond Law and the Law (as amended by the Dissolution Act) are hereby incorporated herein and constitute a contract between the Successor Agency and the registered owner from time to time of this 2017B Bond, and to all the provisions thereof the registered owner of this 2017B Bond, by such owner's acceptance hereof, consents and agreeti. Each registered owner hereof shall have recourse to all the provisions of the Refunding Bond Law, the Law (as amended by the Dissolution Act) and the Indenture and shall be bound by all thc tcrms and conditions thereof. If� an Event of Default 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; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. The 2017B Bonds maturing on or before October I, 20_ shall not be subject to optional redemption prior to their maturity. The 2017B Bonds maturing on or after October 1, 20_ shall be subject to redemption as a whole or in part, from such maturities as the Successor Agency shall designate prior to their maturity at the option of the Successor Agency on any date on or after October 1, 20_, from funds derived by the Successor Agency from any source, at a redemption price equal to 1(}0 percent of the principal amount of the 2017B Bonds to be redeemed, together with interest accrued thereon to the date fixed for redemption, without premium. The 2017B Bonds ma[uring on October 1, 20_ and October 1, 20_ shall be subject to mandatory sinking account redemption in part by lot at a redemption price equal to the principal amount thereof to be redeemed, without premium, on October 1 of the years and in the aggregate respective principal amounts set forth in the Indenture. As provided in the Indcnturc, notice of redemption of any 2017B Bond shall bc sent by first class mail (or such other means as acceptable to the recipien[ of such notice) not more than 60 days and not less than 30 days prior to the redemption date, to the respective Owner of this 2017B Bond at the address appearing on the registration books of the Trustee and to certain securities depository and information services. Failure to receive such notice shall not affect the sufficiency of such proceedings for redemption. If no[ice of redemption has been duly given as aforesaid and money for payment of the above described redemption price is held hy the Trustec, then such 2017B Bonds shall, on the redemption date designated in such notice, become due and payable at the above described redemption price; and from and after the date so designated interest on the 2017B Bonds so called for redemption shaU cease to accrue and rebistered owners of such 2017B Bonds shall have no rights in respect thereof except to receive payment of �uch rcdcmption pricc thcrcof. The registered owner of any 2017B Bond(s) may surrender the same at the Trust Office in exchange for an equal aggregate principal amount of fully registered 2017B Bonds of any other authorized denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. D-3 l�� N��V,r��roee L�pi.i�N�rtJ I d:.�]iell Rrpon.�\uic:+.ur :lirniNlkhl H.•IunJme�l'alm U.•..•n L\ � Znl7 rrlunJmg � nnmhuu.mg uWrniur: � ti Ittll X This 2017B Bond is transferable, as provided in the Indenture, only upon a register to bc kept for that purpose at the Trust Office by the rcgistered owner of this 2017B Bond in person, or by such rcgistered owner's duly authorized attorney, upon surrender of this 2017B Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the regititered owner or such registered owner's duly authorized attorney, and thereupon a new fully registered 2017B Bond(s), in the same aggregate principal amount, shall be issued to the transferee in exchange thereior as provided in the Indenture, and upon payment of the charges therein prescribed. The Successor Agency and the Trustee may deem and treat the person in whose name this 2017B Bond is registered as the absolute owner of this 2017B Bond for the purpose of receiving payment of, or on account of, the interest on and principal of and redemption premium, if any, on thiti 2017B Bond and for all other purposes. The Trustee shall not bc required to register the transfer or exchange of any 2017B Bond during the 15 days prereding any date estahlished by the Trustee for selection of 2017B Bonds for redemption or any 2017B Bonds which have matured or bcen selected for redemption. The rights and obligations of the Successor Agency and of the registered owners of the Bonds (including the 2017B Bonds and the 2017B Bonds) may be amended at any time in the manncr, to the extent and upon the terms provided in the Indenture, but no such amendment shall ( I) cxtend the maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Successor Agency to pay the interest or principal or redemption premium, ii� any, at the time and place and at the rate and in the currency provided in the Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds, except as provided in the Indenture, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify the rights or obligations of the Trustee without its prior written assent thereto. This 2017B Bond is not a debt of the City of Palm Desert, the State of California or any of its political subdivisions, and neither the City, the State nor any of its political subdivisions is liablc on this 2017B Bond, nor in any event shall this 2017B Bond or any interest on this 2017B Bond or any redemption premium on this 2017B Bond be payable out of any funds or properties other than Tax Revenues and the funds pledged pursuant to thc Indenture. The 2017B Bonds dc� not constitute an indcbtedness within the meaning of any constitutional or staturory debt limitation or restriction, and neither the members of the Successor Agency nor any persons executin� the 2017B Bonds shall be personally liable on the 2017B Bonds by reason of their issuance. This 2017B Bond shall not be entitled to any beneiit� under the Indenture or bccome valid or obligatory for any purpose until the certiticate of authentication and registration on this 2017B Bond endorsed shall have been manually signed by the Trustee. It is hereby certified that all of the acts, conditions and things required to exist, to have happened or to have been performed precedent to and in the issuance of this 2017B Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this 2017B Bond, together with all other indebtedness of the Success�r Agency, does not exceed any limit prescribed by the Constitution or laws of the State of D-4 tl trJ��Y.n�mia T�pia�N-��N I d..Ui�u Hrp��n.�5u��r..��r ,�iriw��I7rDi HriunJm��l'.ilm Ur4•n 1,\ �'nl7 r.•IunJini� � non�h��u.ine inJrnwrr � ii Itlk'X California, and is not in excess of the amount of 2017B Bonds permitted to be issucd under thc Indenture. IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment Agency has caused this 2017B Bond to be executed in its name and on its behalf by its Chair and attested by its Secretary, and has caused this 2017B Bond to be dated the date first written ahove. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY : Chair Attest: Secretary STATEMENT OF INSURANCE [rn c•ome). D-5 l�� nL��': r�mii� I�pi��N-�rtd I�ilr.Ki.iit H: pan.Umic..nr Agrn�y�Wrhl HrlundmEU'�Im Ik�v�n 1A �_'nl7 rrlunJmg nun�h��u.ing mdrmurc i i� INN'* --------------------------------------------- --------------------------------------------- [TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of thc 2017B Bonds described in the within-mentioned Indenture and registered on the Bond Rcgistration Books. Datc: , 20 U.S. BANK NATIONAL ASSOCIATION, as T'rustee : Authorized OfCccr ---------------------------------------------------- ---------------------------------------------------- [FORM OF ASSIGNMENT] For value rcceived the undersigned do(cs) hereby sell, assign and transfer unto whose tax identification number is , the within-mcntioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the samc on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE:The sibnature(s) on this Assignment must 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. NOTICE: Signature must be guaranteed by a member of an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or other similar program. D-6 (1 �N.A��rn�mw I�pie\N��N 1 dr.\51ai1 Rrp��rt..Uu«r..,�r .4,:n.�HkM Kriundmg�f'�hn Ikx�n �:\ � 2i�17 rrlunJmg � nnn�hau.mc mJrmurc i ii IN1('X APPENDIX E FORM OF COSTS OF ISSUANCE FUND REQUISITION REQUISITION NO. _ with reference to $ Successor Agency to the Palm Desert Redevelopment Agency [Taxable] Tax Allocation Rcfunding Bonds, 2017 Series I. The Successor Agency to the Palm Desert Redevelopment Agency (the `Successor Agency") hereby requests U.S. Bank National Association, as trustee (the "Trustee") pursuant to [hat certain Indenture dated as of January 1, 2017 (the "Indenture") between the Successor Agency and the Trustee, under the terms of which the Successor Agency has issued the above-captioned Bonds to pay from the moneys in the 2017[A][B] COI Account of the Costs of Issuance Fund established pursuant to Sections 4.04 of the Indenture, the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I. Such payments shall be made by check or wire transfer in accordance with the payment instructions set forth in Schedule I or in invoiceti tiubmitted in accordance therewith and the Trustee may rely on such payment instructions given by the Successor Agency with no duty to investigate or inyuire as t� the authenticity of the invoice or [he payment instn�ctions containcd therein. II. The payees, the purposes for which the costs have been incurred, and the amount of the disbursements requested are itemized on Schcdule I hereto. III. Each obligation mentioned in Schedule I hereto has been properly incurred and is a proper charge a�ainst the 2017[A][B] COI Account of the Costs of Issuance Fund. None �f the items for which payment is requested has been reimbursed previously from the 2017[A][B] COI Account of the Costs of Issuance Fund. DATED: , 20_ SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY : [Title] E-1 (1 \nl�\\'ra�mi� �I��pi��NoN I J.��iau Hrp��rh�\ueii��oi Agrn.Nlk�M RrlunJmE�l'�Im Ilrxn tiA �_'nl7 rriundmg � n�m �ou.me mdrnWrc i i� Utk'X V z W � a � �- z V �u Z � W a � O � W � �~> O O W N 0 V CC V � � � V� W W � � J Q � l� � N W - � W N � 0 z 0 m C� Z — 0 z � W OC z � - a V O J a � � � � J Q Z Q � c� z � Q t/� 0 Z Q � Z � Z � W oc � O Z � a � � O N � N N oC W m � W � a � � � � h � O .� � '� � .° �� G' � �� ; � � � � � � p " 4 �' � �. r zi ��.+.sasv r�,�a� � -,.« i � '., �'`-Y, ..:4 : ., . t .. �� _ . : . _ '. 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