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HomeMy WebLinkAboutItem 12a - Refunding of 2001A and 2010 Taxable Tax Allocation Bonds DATE: May 19, 2020 TO: Honorable Mayor and Successor Agency Members FROM: Jason Kruckeberg, Assistant City Manager/Development Services Director Hue Quach, Administrative Services Director SUBJECT: SUCCESSOR AGENCY RESOLUTION NO. SA-18 AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS AND APPROVING THE FORM OF AN INDENTURE OF TRUST, AN ESCROW AGREEMENT (2001A BONDS), AND AN ESCROW AGREEMENT (2010 BONDS), AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH Recommendation: Adopt SUMMARY The Arcadia Redevelopment Agency (the “Original Agency”) issued $11.655 million of Tax Allocation Bonds for the Central Redevelopment Project in 2001 (the “2001A Bonds”), of which $2.1 million remains outstanding. The outstanding 2001 Bonds have 3 years remaining until final maturity (May 2023), and carry a 5.125% interest rate coupon. Subsequently, the Arcadia Redevelopment Agency issued $19.8 million of Taxable Subordinate Tax Allocation Bonds for the Central Redevelopment Project in 2010 (the “2010 Taxable Bonds”), of which $12.0 million remains outstanding, and which will be further reduced to $10.9 million after the next principal payment on September 1, 2020. The 2010 Bonds have 6 years remaining until final maturity (September 2026), and carry coupons ranging from 5.875% to 6.625%. The 2001A Bonds and 2010 Taxable Bonds, are called collectively the “Bonds.” Due to the dissolution of redevelopment agencies, the Successor Agency to the City of Arcadia (the “Successor Agency”) now has responsibility for payment of all outstanding Bonds. Per AB 1484, the Successor Agency may refund the Bonds, with approval of the Los Angeles County Consolidated Oversight Board for District #5 (“Oversight Board’), and the State Department of Finance (“DOF”), for the purpose of generating a debt service savings. Due to the size and term of the issue, the refunding bonds are expected to be sold via private placement (as opposed to a traditional public sale), in order to minimize the Refunding of 2001A and 2010 Taxable Tax Allocation Bonds May 19, 2020 Page 2 of 4 overall cost of borrowing. The private placement bank will be selected via a limited solicitation process, once the bond sale has been approved by the Oversight Board (i.e., during the 60-day DOF approval period). Based on recent market interest rates, the refunding could generate up-front cash flow debt service savings of approximately $4.77 million. The City’s share of these savings is approximately $498,000 over the first three years. Due to the nature of redevelopment tax increment financing, other public entities receiving property taxes in the County will also benefit from the savings. The City anticipates applying the additional property tax revenues to be received as a result of the proposed refunding toward the City’s CalPERS Unfunded Accrued Liability (“UAL”), resulting in the elimination of $1.0 million in total UAL payments to CalPERS. It is recommended that the Successor Agency approve Resolution No. SA-18, the issuance and sale of the refunding bonds, and approve Urban Futures, Inc. to serve as the Municipal Advisor and Stradling Yocca Carlson & Rauth, to serve as bond counsel on the transaction. BACKGROUND Along with City Staff, the Citizen’s Financial Advisory Committee (“CFAC”) spent significant time developing a comprehensive management plan to address the City’s $154 million (July 2019 Valuation Report) unfunded accrued liability (“UAL”) with CalPERS. The City developed a long-term plan that included multiple solutions, including a leveraged refunding of the Successor Agency’s Bonds. A leveraged refunding structures a bond refinancing with “up front” savings in the initial years. The City’s share of the cash flow savings produced by refunding the Bonds will be transferred to CalPERS as a form of pre-payment of the City’s UAL (i.e., Additional Discretionary Payment or ADP). The monies are applied to the longest outstanding Amortization Base, which results in the greatest savings. The refunding bonds will be structured with “up front” savings, resulting in $4.8 million in cash flow savings over the first three years. The City only receives a portion of the Redevelopment Property Tax Trust Fund (“RPTTF”) monies produced as a result of the dissolution of the Original Agency. Due to the nature of redevelopment tax increment financing, other public entities receiving property taxes in the County will also benefit from the savings. The City’s share of residual RPTTF moneys is equal to 10.44%. Based on recent market conditions, the City’s share of the estimated cash flow savings produced by refunding the Bonds is approximately $498,000 over the first three years. Refunding of 2001A and 2010 Taxable Tax Allocation Bonds May 19, 2020 Page 3 of 4 DISCUSSION The concept of a Leveraged Refunding is to recycle the savings generated from a traditional bond financing. As a taxing entity receiving property tax revenues from the Original Agency’s Central Redevelopment Project Area, the City will receive a portion of the savings produced by the proposed refunding of the Bonds. These savings serve as an additional source of monies to apply toward the City’s UAL. The City could retain such monies in a pension stabilization fund to help offset future cost increase in CalPERS contribution. The effectiveness of this strategy would depend on the investment rate. In order to maximize the impact of these monies, it is recommended to use the money received by the City from the RPTTF as a result of the Bond refunding to pre-pay a portion of its UAL, which would effectively eliminate a 7.0% liability to CalPERS. CalPERS requires that each agency identify the Amortization Base to which the ADP should be applied. In order to maximize total savings, these monies should be applied to the Amortization Base with the longest term. In order to maximize the total UAL cost savings, the savings from the bonds should be applied to the City’s CalPERS Pension Safety Plan, amortization schedule base #15. The amortization schedule base is an annual adjustment to the annual losses or gains that deviated from CalPERS’ projected investment returns. Amortization schedule base #15 is a liability adjustment that has the longest remaining period, 28 years, and therefore would provide the greatest savings. Applying $498,000 in savings produced by the Bond refunding (over the next three years) would result in the elimination of more than $1.0 million in total UAL payments. In terms of timing and process, Successor Agencies wishing to refinance outstanding debt are subject to procedures set forth in the Redevelopment Dissolution Act. The first step in the process is approval by the Successor Agency of a resolution approving the proposed financing, including approval of the Indenture and other legal documents, approval of the issuance and sale of the refunding bonds, and appointment of the financing team. The Successor Agency’s action approving the issuance of refunding bonds is subject to approval by the Oversight Board and the DOF. The Department of Finance has up to 65 days to review the proposed refunding transaction. The anticipated schedule of these activities is set forth below. 1. Successor Agency Approval – May 19th 2. Oversight Board Approval (5th District) – June 11th 3. Department of Finance Approval – 65 days after Oversight Board Approval Once the Successor Agency receives final approval from the DOF, the interest rate on the refunding bonds will be set with the private placement bank so the loan can close. It is recommended that the City proceed with this effort at this time. Although this action does not result in the level of savings anticipated by other recommended actions from the CFAC, the timing is favorable for it to move forward. Refunding of 2001A and 2010 Taxable Tax Allocation Bonds May 19, 2020 Page 4 of 4 ENVIRONMENTAL ANALYSIS The proposed actions do not constitute a project under the California Environmental Quality Act (“CEQA”) per Section 15061(b)(3) of the CEQA Guidelines, and it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt from CEQA. FISCAL IMPACT The projected savings from the sale of refunding the Bonds is estimated to be $4.77 million in debt service savings over the next three years. The City’s share of these up- front savings would be approximately $498,000. If the monies were applied to the Safety Plan amortization schedule base #15, the City would realize more than $1.0 million in total pension cost savings. The cost of issuance associated with this refinancing would be paid from the proceeds of the sale; payment of these costs is contingent upon the sale of the refunding bonds. Urban Futures Inc. will receive a fee of $32,500 to serve as the municipal advisor on the transaction and $7,500 to produce the Fiscal Consultant Report. Stradling, Yocca Carlson & Rauth will receive a fee of $55,000 to serve as bond counsel. The total cost of borrowing is expected to be lower using a private placement than a tradition public offering. It is anticipated that the cost of issuance to be approximately $125,000 under a private placement, as compared to $150,000 for a public offering. RECOMMENDATION It is recommended that the City Council, as the Successor Agency to the Arcadia Redevelopment Agency adopt Successor Agency Resolution No. SA-18, authorizing the issuance and sale of Tax Allocation Refunding Bonds and approving the form of an indenture of trust, an escrow agreement (2001A Bonds), and escrow agreement (2010 Bonds), and authorizing certain other actions in connection therewith. Attachment No. 1: Successor Agency Resolution No. SA-18 Attachment No. 2: Indenture of Trust Attachment No. 3: Escrow Agreement- 2001A Bonds Attachment No. 4: Escrow Agreement – 2010 Bonds Attachment No. 2 Indenture of Trust INDENTURE OF TRUST Dated as of _____ 1, 2020 by and between the SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Relating to $_____ Successor Agency to the Arcadia Redevelopment Agency Central Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable) TABLE OF CONTENTS Page i ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01 Findings and Determinations ..................................................................................... 2 Section 1.02 Definitions ................................................................................................................. 2 Section 1.03 Rules of Construction .............................................................................................. 10 ARTICLE II AUTHORIZATION AND TERMS Section 2.01 Authorization of 2020 Bonds ................................................................................... 10 Section 2.02 Terms of 2020 Bonds ............................................................................................... 11 Section 2.03 Redemption of 2020 Bonds ..................................................................................... 12 Section 2.04 Form of 2020 Bonds ................................................................................................ 13 Section 2.05 Execution of Bonds .................................................................................................. 13 Section 2.06 Transfer of Bonds .................................................................................................... 14 Section 2.07 Exchange of Bonds .................................................................................................. 14 Section 2.08 Registration of Bonds .............................................................................................. 15 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ........................................................... 15 Section 2.10 Book-Entry System .................................................................................................. 15 Section 2.11 [Applicability of Provisions to Additional Bonds ................................................... 17 ARTICLE III DEPOSIT AND APPLICATION; ADDITIONAL DEBT Section 3.01 Issuance of Bonds .................................................................................................... 17 Section 3.02 Application of Proceeds of Sale and Certain Other Amounts ................................. 17 Section 3.03 Costs of Issuance Fund ............................................................................................ 17 Section 3.04 [Issuance of Parity Debt ........................................................................................... 17 Section 3.05 Issuance of Subordinate Debt .................................................................................. 18 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01 Security of Bonds; Equal Security ........................................................................... 18 Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of Pledged Tax Revenues ............................................................................................. 19 Section 4.03 Deposit of Amounts by Trustee ............................................................................... 19 ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01 Punctual Payment .................................................................................................... 20 Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances ............................ 20 Section 5.03 Extension of Payment .............................................................................................. 21 Section 5.04 Payment of Claims ................................................................................................... 21 Section 5.05 Books and Accounts; Financial Statements ............................................................. 21 Section 5.06 Protection of Security and Rights of Owners .......................................................... 21 Section 5.07 Payments of Taxes and Other Charges .................................................................... 21 Section 5.08 Taxation of Leased Property .................................................................................... 22 Section 5.09 Disposition of Property ............................................................................................ 22 TABLE OF CONTENTS (continued) Page ii Section 5.10 Maintenance of Pledged Tax Revenues ................................................................... 22 Section 5.11 Compliance with the Dissolution Act ...................................................................... 22 Section 5.12 Further Assurances .................................................................................................. 23 Section 5.13 Costs and Expenses .................................................................................................. 23 ARTICLE VI THE TRUSTEE Section 6.01 Duties, Immunities and Liabilities of Trustee ......................................................... 23 Section 6.02 Merger or Consolidation .......................................................................................... 25 Section 6.03 Liability of Trustee .................................................................................................. 25 Section 6.04 Right to Rely on Documents and Opinions ............................................................. 27 Section 6.05 Preservation and Inspection of Documents ............................................................. 28 Section 6.06 Compensation and Indemnification ......................................................................... 28 Section 6.07 Deposit and Investment of Moneys in Funds .......................................................... 28 Section 6.08 Accounting Records and Financial Statements ....................................................... 29 Section 6.09 Other Transactions with Agency ............................................................................. 29 ARTICLE VII MODIFICATION OR AMENDMENT OF THE INDENTURE Section 7.01 Amendment With and Without Consent of Owners ................................................ 30 Section 7.02 Effect of Supplemental Indenture ............................................................................ 30 Section 7.03 Endorsement or Replacement of Bonds After Amendment .................................... 31 Section 7.04 Amendment by Mutual Consent .............................................................................. 31 Section 7.05 Opinion of Counsel .................................................................................................. 31 Section 7.06 Copy of Supplemental Indenture to S&P and Moody’s .......................................... 31 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01 Events of Default and Acceleration of Maturities ................................................... 31 Section 8.02 Application of Funds Upon Acceleration ................................................................ 33 Section 8.03 Power of Trustee to Control Proceedings ................................................................ 33 Section 8.04 Limitation on Owner’s Right to Sue ........................................................................ 33 Section 8.05 Non-Waiver ............................................................................................................. 34 Section 8.06 Actions by Trustee as Attorney-in-Fact ................................................................... 34 Section 8.07 Remedies Not Exclusive .......................................................................................... 35 Section 8.08 Determination of Percentage of Bondowners .......................................................... 35 ARTICLE IX MISCELLANEOUS Section 9.01 Special Obligations .................................................................................................. 35 Section 9.02 Benefits Limited to Parties ...................................................................................... 35 Section 9.03 Successor is Deemed Included in All References to Predecessor ........................... 35 Section 9.04 Discharge of Indenture ............................................................................................ 35 Section 9.05 Execution of Documents and Proof of Ownership by Owners ................................ 36 Section 9.06 Disqualified Bonds .................................................................................................. 37 TABLE OF CONTENTS (continued) Page iii Section 9.07 Waiver of Personal Liability .................................................................................... 37 Section 9.08 Destruction of Cancelled Bonds .............................................................................. 37 Section 9.09 Notices ..................................................................................................................... 37 Section 9.10 Partial Invalidity ...................................................................................................... 38 Section 9.11 Unclaimed Moneys .................................................................................................. 38 Section 9.12 Execution in Counterparts ....................................................................................... 38 Section 9.13 Governing Law ........................................................................................................ 38 EXHIBIT A FORM OF SERIES 2020A BOND ....................................................................... A-1 EXHIBIT B FORM OF INVESTOR LETTER ......................................................................... B-1 INDENTURE OF TRUST THE INDENTURE OF TRUST (this “Indenture”) is made and entered into and dated as of _____ 1, 2020, by and between the SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public entity that is duly existing under the laws of the State of California (the “Successor Agency”), as successor to the Arcadia Redevelopment Agency (the “Former Agency”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 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 public body, corporate and politic, that was duly established and authorized to transact business and exercise powers under and pursuant to the provisions of Part 1 of Division 24 of the Health and Safety Code of the State (collectively, as amended, the “Law”), including the power to issue bonds and incur debt for any of its corporate purposes. B. A Redevelopment Plan for a redevelopment project known and designated as the “Central Redevelopment Project” was adopted and approved by Ordinance No. 1490 of the City of Arcadia on December 26, 1973, as amended to date, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with. C. In order to finance and refinance redevelopment activities within or of benefit to the Redevelopment Project, the Former Agency issued its: (i) Arcadia Redevelopment Agency Tax Allocation Bonds (Central Redevelopment Project) Series 2001A (the “2001A Bonds”), in the original aggregate principal amount of $11,655,000; and (ii) Arcadia Redevelopment Agency Central Redevelopment Project Subordinate Tax Allocation Bonds Series 2010 (Taxable) (the “2010 Bonds” and, together with the 2001A Bonds, the “Refunded Bonds”), in the original aggregate principal amount of $19,830,000. D. By implementation of California Assembly Bill X1 26, which amended provisions of the Law, and the California Supreme Court’s decision in California Redevelopment Association v. Matosantos, the redevelopment components of the Former Agency were dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26, which was signed into law by the Governor of the State on June 28, 2011 (as amended, the “Dissolution Act”), and on February 1, 2012, the Successor Agency, pursuant to the Dissolution Act, assumed the non-housing redevelopment duties and obligations of the Former Agency as provided in the Dissolution Act, including, without limitation, the obligations of the Former Agency under the Refunded Bonds and the related documents to which the Former Agency was a party. E. Subsection (a)(1) of Section 34177.5 of the Health and Safety Code of the State (“Section 34177.5”) authorizes the Successor Agency to undertake proceedings for the refunding of outstanding redevelopment-related bonds and other obligations of the Former Agency, subject to the conditions precedent contained in Section 34177.5. F. Section 34177.5 also authorizes the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the 2 Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5. G. In order to provide moneys to refund the Refunded Bonds for the purpose of providing debt service savings in accordance with Subsection (a)(1) of Section 34177.5, the Successor Agency has determined to issue its Central Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable) (the “2020 Bonds”). H. The 2020 Bonds will be issued pursuant to and in accordance with the provisions of Subsection (a)(1) of Section 34177.5(a)(1), the Law and the Refunding Law. I. In order to provide for the authentication and delivery of the 2020 Bonds, to establish and declare the terms and conditions upon which the 2020 Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of the Indenture. J. The Successor Agency has determined that all acts and proceedings which are required by law and necessary to make the 2020 Bonds, when executed by the Successor Agency and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute the Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. K. In order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds (as defined below), including the 2020 Bonds, issued and Outstanding under the Indenture, according to their tenor, and to secure the performance and observance of all of the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds, including the 2020 Bonds, are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds, including the 2020 Bonds, by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, including the 2020 Bonds, as follows: ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01 Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and, as a result of such review, hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the 2020 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Successor Agency is now duly empowered, pursuant to each and every requirement of law, to issue the 2020 Bonds in the manner and form provided in the Indenture. Section 1.02 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. 3 “Annual Debt Service” means, for any Bond Year, the principal and interest payable on the Outstanding Bonds in such Bond Year. “Bonds” means the 2020 Bonds and any Parity Debt issued pursuant to a Supplemental Indenture. “Bond Counsel” means: (a) Stradling Yocca Carlson & Rauth, a Professional Corporation; or (b) any other attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code. “Bond Register” means the registration books for the 2020 Bonds maintained by the Trustee in accordance with Section 2.08. “Bond Year” means each twelve (12) month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, both dates inclusive; provided that the first Bond Year with respect to the 2020 Bonds shall commence on the Closing Date and end on September 1, 2021. “Business Day” means any day, other than a Saturday or Sunday or a day on which commercial banks in New York, New York, or any other city or cities where the Principal Corporate Trust Office of the Trustee is located are required or authorized by law to close, or a day on which the Federal Reserve System is closed. “City” means the City of Arcadia. “Closing Date” means the date on which a series of Bonds is delivered by the Successor Agency to the original purchaser thereof. The Closing Date with respect to the 2020 Bonds is ___ __, 2020. “Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2020 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2020 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, bond insurance and surety bond premiums, if any, rating agency fees, filing and recording fees, initial fees and charges and the first annual administrative fee of the Trustee and fees and expenses of its counsel, fees, charges and disbursements of attorneys, financial advisors, placement agent, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, administrative costs of the Successor Agency and the City incurred in connection with the issuance of the Bonds, expenses of the underwriters of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds. “Costs of Issuance Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03. 4 “County” means the County of Los Angeles. “Debt Service Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.03. “Defeasance Obligations” means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the Successor Agency’s investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Successor Agency as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Successor Agency’s investment policies then in effect), but only to the extent that the same are acquired at Fair Market Value: (a) Cash; (b) Federal Securities, including direct obligations of the Department of the Treasury of the United States of America which have been stripped by the Department of the Treasury of the United States of America itself, CATS, TIGRS and similar securities; (c) The interest component of Resolution Funding Corporation strips which have been stripped by request to the Federal Reserve Bank of New York in book-entry form; (d) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P, provided that, if the issue is rated only by S&P (i.e., there is no Moody’s rating), then the pre- refunded municipal bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or “AAA”-rated pre-refunded municipals; and (e) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) participation certificates of the General Services Administration; (iv) Federal Financing Bank bonds and debentures; (v) guaranteed Title XI financings of the U.S. Maritime Administration; and (vi) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development. “Department of Finance” means the Department of Finance of the State of California. “Dissolution Act” means California Assembly Bill X1 26 signed into law by the Governor of the State of California on June 28, 2011, as it has heretofore been amended and as it may hereafter be amended. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. 5 “Escrow Bank” means The Bank of New York Mellon Trust Company, N.A. “Event of Default” means any of the events described in Section 8.01. “Fair Market Value” means the price at which a willing buyer would purchase an investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if: (a) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code; (b) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code; (c) 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 (d) any commingled investment fund in which the Successor Agency and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. “Federal Securities” means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and CATS and TGRS), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America. “Fiscal Year” means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year period. “Former Agency” means the Arcadia Redevelopment Agency. “Indenture” means the Indenture of Trust, dated as of ____ 1, 2020, by and between the Successor Agency and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof. “Independent Accountant” means any accountant or firm of such accountants duly licensed or registered or entitled to practice as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency or the City; (b) does not have any substantial interest, direct or indirect, with the Successor Agency or the City; and (c) is not connected with the Successor Agency or the City as an officer or employee of the Successor Agency or the City, but who may be regularly retained to make reports to the Successor Agency or the City. “Independent Redevelopment Consultant” means any consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor Agency to have experience in matters relating to the collection of Pledged Tax Revenues or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and 6 not under domination of the Successor Agency or the City; (c) does not have any substantial interest, direct or indirect, with the Successor Agency or the City; and (d) is not connected with the Successor Agency or the City as an officer or employee of the Successor Agency or the City, but who may be regularly retained to make reports to the Successor Agency or the City. “Information Services” means, in accordance with then current guidelines of the Securities and Exchange Commission, such services providing information with respect to the redemption of bonds as the Successor Agency may designate in a Written Request of the Successor Agency filed with the Trustee. “Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(a). “Interest Payment Date” means each March 1 and September 1, commencing [March 1, 2021], for so long as any of the Bonds remain Outstanding hereunder. “Law” means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto (including the Dissolution Act). “Moody’s” means Moody’s Investors Service, Inc., and its successors. “Original Purchaser” means _____, a _____. “Outstanding” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.05) all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Successor Agency pursuant hereto. “Oversight Board” means the Consolidated Oversight Board for the County of Los Angeles, Fifth District, established pursuant to the Section 34179 of the Dissolution Act. “Owner” or “Bondowner” means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books. The initial Bondowner is the Original Purchaser. “Parity Debt” means any additional bonds, loans, advances or indebtedness issued or incurred by the Successor Agency on a parity with the 2020 Bonds pursuant to Section 3.04, whether issued as Bonds under a Supplemental Indenture or issued under a Parity Debt Instrument. “Parity Debt Instrument” means a resolution, indenture of trust, supplemental indenture of trust, loan agreement, trust agreement or other instrument authorizing the issuance of any Parity Debt, other than a Supplemental Indenture. “Permitted Investments” means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the Successor Agency’s investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Successor Agency as 7 conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Successor Agency’s investment policies then in effect), but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities; (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided that such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) Federal Housing Administration debentures; (iv) participation certificates of the General Services Administration; (v) Federal Financing Bank bonds and debentures; (vi) guaranteed mortgage-backed bonds or guaranteed pass-through obligations of Ginnie Mae (formerly known as the Government National Mortgage Association); (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities only as stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgaged-backed securities and senior debt obligations of Fannie Mae; (iv) senior debt obligations of Sallie Mae (formerly known as the Student Loan Marketing Association); (v) obligations of the Resolution Funding Corporation; and (vi) consolidated system- wide bonds and notes of the Farm Credit System; (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of at least “AAAm-G,” “AAAm” or “AAm,” and a rating by Moody’s of “Aaa,” “Aa1” or “Aa2” (such funds may include those for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise); (e) Certificates of deposit (including those of the Trustee, its parent and its affiliates) secured at all times by collateral described in clauses (a) or (b) above or by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law, which have a maturity not greater than one year from the date of investment and which are issued by commercial banks, savings and loan associations or mutual savings banks; (f) Certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Trustee and its affiliates), but only to the extent that the amount being invested in such certificates of deposit, savings accounts, deposit accounts or money market deposits are fully insured by FDIC, including BIF and SAIF; (g) Investment agreements, including guaranteed investment contracts, forward purchase agreements, reserve fund put agreements and collateralized investment agreements with an 8 entity rated “Aa” or better by Moodys’ and “AA” or better by S&P, or unconditionally guaranteed by an entity rated “Aa” or better by Moodys’ and “AA” or better by S&P; (h) Commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and “A-1+” or better by S&P; (i) Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories assigned by such agencies; (j) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s, and “A-1+” by S&P; and (k) The Local Agency Investment Fund that is administered by the State Treasurer for the investment of funds belonging to local agencies within the State, provided that for investment of funds held by the Trustee, the Trustee is entitled to make investments and withdrawals in its own name as Trustee. “Pledged Tax Revenues” means all taxes: (a) that were eligible for allocation to the Former Agency with respect to the Project Area and are allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable State laws; and (b) that are deposited or available for deposit by the Auditor-Controller of the County in the Redevelopment Property Tax Trust Fund, all as provided in Section 34172(d) of the Dissolution Act. “Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(b). “Principal Corporate Trust Office” means the corporate trust office of the Trustee in Los Angeles, California, or such other or additional offices as the Trustee may designate in writing to the Successor Agency from time to time as the corporate trust office for purposes of the Indenture; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term means the office or agency of the Trustee at which, at any particular time, its corporate trust agency business is conducted. “Project Area” means the area within the Central Redevelopment Project. “Recognized Obligation Payment Schedule” means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision (l) of Section 34177 of the Health and Safety Code of the State. “Record Date” means, with respect to any Interest Payment Date, the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day. “Redevelopment Obligation Retirement Fund” means the fund by that name established pursuant to Section 34170.5(a) of the Health and Safety Code of the State and administered by the Successor Agency. 9 “Redevelopment Plan” means the Redevelopment Plan for the Central Redevelopment Project adopted and approved by Ordinance No. 1490 of the City on December 26, 1973, as such Redevelopment Plan has previously been amended. “Redevelopment Project” means the undertaking of the Successor Agency pursuant to the Redevelopment Plan and the Law for the redevelopment of the Project Area. “Redevelopment Property Tax Trust Fund” means the fund by that name established pursuant to Sections 34170.5(b) and 34172(c) of the Health and Safety Code of the State and administered by the Auditor-Controller of the County. “Refunded Bonds” means, collectively, the 2001A Bonds and the 2010 Bonds. “Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto. “Registration Books” means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. “Report” means a document in writing signed by an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of the Indenture to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. “Representation Letter” means a representation letter from the Successor Agency to, or other instrument or agreement of the Successor Agency with, DTC in which the Successor Agency, among other things, makes certain representations to DTC with respect to the Bonds, the payment thereof and delivery of notices with respect thereto. “ROPS Period” means each annual period beginning on July 1 of any calendar year and ending on June 30 of the next calendar year, or such other period as provided in the Dissolution Act. “RPTTF Distribution Date” means each January 2 and June 1, or such other dates as shall be provided by law for distribution of moneys from the Redevelopment Property Tax Trust Fund to the Successor Agency. “S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors. “Section 34177.5” means Section 34177.5 of the Health and Safety Code of the State. “Securities Depositories” means The Depository Trust Company; or, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Successor Agency may designate in a Written Request of the Successor Agency delivered to the Trustee. 10 “Special Fund” means the fund held by the Successor Agency established within the Redevelopment Obligation Retirement Fund pursuant to Section 4.02. “State” means the State of California. “Supplemental Indenture” means any supplement to the Indenture which has been duly adopted or entered into by the Successor Agency, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. “Term Bonds” means any portion of any Bonds payable from mandatory sinking fund payments. “Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. “2001A Bonds” means the Arcadia Redevelopment Agency Tax Allocation Bonds (Central Redevelopment Project) Series 2001A. “2001A Escrow Agreement” means the Escrow Agreement (2001A Bonds), dated as of the date of the Indenture, by and between the Successor Agency and the Escrow Bank and relating to the 2001A Bonds. “2010 Bonds” means the Arcadia Redevelopment Agency Central Redevelopment Project Subordinate Tax Allocation Bonds Series 2010 (Taxable). “2010 Escrow Agreement” means the Escrow Agreement (2010 Bonds), dated as of the date of the Indenture, by and between the Successor Agency and the Escrow Bank and relating to the 2010 Bonds. “2020 Bonds” means the Successor Agency to the Arcadia Redevelopment Agency Central Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable). “Written Request of the Successor Agency” or “Written Certificate of the Successor Agency” means a request or certificate, in writing signed by the Executive Director or Treasurer of the Successor Agency, or the designee of either, or by any other officer of the Successor Agency or the City duly authorized by the Successor Agency for that purpose. Section 1.03 Rules of Construction. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of the Indenture, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to the Indenture as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II AUTHORIZATION AND TERMS Section 2.01 Authorization of 2020 Bonds. An initial issue of Bonds is hereby authorized to be issued by the Successor Agency under and subject to the terms of the Indenture, the Refunding Law, the Dissolution Act and the Law. The Indenture constitutes a continuing agreement with the 11 Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and redemption premiums (if any) and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions of the Indenture. The initial issue of Bonds shall be designated the “Successor Agency to the Arcadia Redevelopment Agency Central Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable).” The 2020 Bonds shall be issued in the initial aggregate principal amount of $_____. The Bonds shall be initially registered in the name of the Original Purchaser and registered ownership may not thereafter be transferred except as set forth in Section 2.06. Section 2.02 Terms of 2020 Bonds. The 2020 Bonds shall be issued in fully registered form without coupons. The 2020 Bonds shall be issued in denominations of $5,000 or any integral multiple thereof, so long as no 2020 Bond shall have more than one maturity date. The 2020 Bonds shall be dated as of their Closing Date. The 2020 Bonds shall be lettered and numbered as the Trustee shall prescribe. The 2020 Bonds shall mature on September 1, 20__ and shall bear interest at an interest rate equal to [__]% per annum (calculated on the basis of a 360-day year of twelve thirty-day months). Each 2020 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless: (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before [February 15, 2021], in which event it shall bear interest from its Closing Date; provided, however, that if, as of the date of authentication of any 2020 Bond, interest thereon is in default, such 2020 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the 2020 Bonds (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed on the Interest Payment Date to the Owner thereof at such Owner’s address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the 2020 Bonds, which written request is on file with the Trustee as of any Record Date, interest on such 2020 Bonds shall be paid on the succeeding Interest Payment Date by wire to such account in the United States as shall be specified in such written request. The principal of the 2020 Bonds and premium, if any, upon redemption, are payable in lawful money of the United States of America upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Notwithstanding anything herein to the contrary, so long as the 2020 Bonds are owned by the Original Purchaser: (i) the Trustee shall pay principal of and interest and redemption premium on the Bonds when due by wire transfer in immediately available funds to the Original Purchaser in accordance with wire transfer instructions set forth below (or such other wire instructions as shall be filed by the Original Purchaser with the Trustee from time to time); (ii) payments of principal on the Bonds shall be made without the requirement for presentation and surrender of the Bonds by the Owner, and (iii) the Trustee shall not be required to give notice to the Original Purchaser of the redemption of Bonds under Section 2.03(b): [Bank Wire Instructions - TO COME] 12 Reference: Successor Agency to the Arcadia Redevelopment Agency, 2020A Tax Allocation Refunding Bonds Notwithstanding anything herein to the contrary, if any Interest Payment Date is not a Business Day, payments of principal and interest shall be due on the next succeeding Business Day with the same force and affect as if such payments were made on the Interest Payment Date. Section 2.03 Redemption of 2020 Bonds. (a) [Optional Redemption. The 2020 Bonds are subject to optional redemption prior to their respective maturity dates, as a whole or in part, on any date on or after September 1, 20__, from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. The Successor Agency shall be required to give the Trustee written notice of its intention to redeem 2020 Bonds under this subsection (a) with a designation of the principal amount and maturities to be redeemed at least forty five (45) days prior to the date fixed for such redemption (or such later date as shall be acceptable to the Trustee in the sole determination of the Trustee), and shall transfer to the Trustee for deposit in the Debt Service Fund all amounts required for such redemption not later than the date fixed for such redemption.] (b) Mandatory Sinking Fund Redemption. The 2020 Bonds shall also be subject to mandatory redemption in whole, or in part by lot, on September 1 in each year, commencing September 1, 20__, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to Section 4.03(b), at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following table; provided however, that if some but not all of such the 2020 Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such 2020 Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 and applied to the last sinking fund payments first (as reflected in a notice to be given by the Successor Agency to the Trustee, which shall include a revised sinking fund schedule). 2020 Bonds September 1 Principal Amount 2021 2022 2023 2024 2025 2026† † Final Maturity. (c) [Notice of Redemption; Rescission. The Trustee on behalf, and at the expense, of the Successor Agency shall send notice of any redemption to the respective Owners of any Bonds designated for redemption pursuant to Section 2.03(a) at their respective addresses 13 appearing on the Bond Register, and to the Original Purchasers of the Bonds if they continue to own Bonds proposed to be redeemed, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption. Neither failure to receive any such notice so sent nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the redemption date and the redemption price, shall state, in the case of a redemption pursuant to (a) above, that such redemption is conditioned upon the timely delivery of the redemption price by the Successor Agency to the Trustee for deposit in the Redemption Account, shall state the individual number of each Bond to be redeemed or shall state that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be redeemed, and shall require that such Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. The Successor Agency shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Successor Agency and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner and to the same recipients as the original notice of redemption was sent; provided, however, the notice of rescission shall not be required to be mailed within the time period required for the notice of redemption. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, identify, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.] (d) [Partial Redemption of Bonds. In the event only a portion of the Bonds is called for redemption, then upon surrender of such Bond the Successor Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Successor Agency, a new Bond of the same interest rate, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the 2020 Bond to be redeemed, with the maturity of such new Bond to be determined by the Trustee after applying moneys in the Redemption Fund to redeem Bonds in reverse order of maturity, starting with the latest maturities first.] (e) [Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice.] (f) [Manner of Redemption. Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected in accordance with the Indenture, but only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be cancelled and destroyed.] 14 Section 2.04 Form of 2020 Bonds. The 2020 Bonds, the form of Trustee’s Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by the Indenture. Section 2.05 Execution of Bonds. The Bonds shall be executed on behalf of the Successor Agency by the signature of its Executive Director or its Chair or the written designee of either and the signature of its Secretary who are in office on the date of execution and delivery of the Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons who at the actual date of the execution of such Bond are the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency. Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore set forth, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of the Indenture, and such Certificate shall be conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of the Indenture. In the event that temporary Bonds are issued pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and dated by the Trustee, may be initially registered by the Trustee, and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be entitled to the same benefits pursuant to the Indenture as definitive Bonds that are authenticated and delivered hereunder. Section 2.06 Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Successor Agency shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like series, tenor, maturity and aggregate principal amount of authorized denominations. The Trustee shall collect from the Owner any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Successor Agency. The Trustee may refuse to transfer, under the provisions of this Section 2.06, either: (a) any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption; or (b) any Bonds selected by the Trustee for redemption. Ownership of the Bonds may be transferred in whole only, and only to a person or persons: (i) that the Owner reasonably believes is a qualified institutional buyer within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended; and (ii) that executes and delivers to the Trustee an investor letter in substantially the form attached hereto as Exhibit B. 15 Section 2.07 Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for Bonds of the same series, tenor and maturity and of other authorized denominations. The Trustee shall collect any tax or other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor Agency. The Trustee may refuse to exchange, under the provisions of this Section 2.07, either: (a) any Bonds during the fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption; or (b) any Bonds selected by the Trustee for redemption. Section 2.08 Registration of Bonds. The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection and copying by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore provided. Notwithstanding the foregoing, ownership of the Bonds may be transferred in whole only, and only to a person or persons: (i) that the Owner reasonably believes is a qualified institutional buyer within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended; and (ii) that executes and delivers to the Trustee an investor letter in substantially the form attached hereto as Exhibit B. Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of the Indenture with all other Bonds issued pursuant to the Indenture. Section 2.10 Book-Entry System. (a) All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. The Bonds shall be registered in the Bond Register in the name of the Original Purchaser of the Bonds and shall not be delivered in book-entry form. Upon the request of the Owners of all Outstanding Bonds, the Successor Agency may elect to 16 convert the Bonds to book-entry Bonds and such Bonds shall become subject to the provisions of this Section 2.10. (b) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Successor Agency and the Trustee shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the payment to any DTC 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 the Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers 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 the respective Owners, as shown in the Bond Register, as provided in Section 2.08, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Successor Agency’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencing the obligation of the Successor Agency to make payments of principal, premium, if any, and interest pursuant to the Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in the Indenture shall refer to such new nominee of DTC. (c) The delivery of the Representation Letter shall not in any way limit the provisions of clause (b) above or in any other way impose upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Successor Agency and the Trustee and discharging its responsibilities with respect thereto under applicable law. (ii) The Successor Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Successor Agency determines that: (A) DTC is unable to discharge its responsibilities with respect to the Bonds; or (B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds. (iii) Upon the termination of the services of DTC with respect to the Bonds pursuant to clause (d)(ii)(B) above, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to clauses (d)(i) or (d)(ii)(A) above, after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found 17 which, in the opinion of the Successor Agency, is willing and able to undertake such functions upon reasonable and customary terms, the Successor Agency is obligated to deliver Bond certificates as described in the Indenture and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC shall designate to the Trustee in writing, in accordance with the provisions of the Indenture. (e) Notwithstanding any other provisions of the Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. Section 2.11 [Applicability of Provisions to Additional Bonds. Unless otherwise provided in a Supplemental Indenture, the provisions of Sections 2.03(c) through (f) and 2.05 through 2.10 shall apply to all Bonds.] ARTICLE III DEPOSIT AND APPLICATION; ADDITIONAL DEBT Section 3.01 Issuance of Bonds. Upon the execution and delivery of the Indenture, the Successor Agency shall execute and deliver to the Trustee the 2020 Bonds in the aggregate principal amount of $_____, and the Trustee shall authenticate and deliver the 2020 Bonds upon the Written Request of the Successor Agency. Section 3.02 Application of Proceeds of Sale and Certain Other Amounts. On the Closing Date with respect to the 2020 Bonds, the proceeds of sale of the 2020 Bonds received by the Trustee shall be applied as follows: (i) The Trustee shall deposit the amount of $_____ in the Costs of Issuance Fund. (ii) The Trustee shall transfer $____ to the Escrow Bank for deposit pursuant to the 2001A Escrow Agreement. (iii) The Trustee shall transfer $____, being the remaining amount of proceeds of the 2020 Bonds, to the Escrow Bank for deposit pursuant to the 2010 Escrow Agreement. Section 3.03 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “Costs of Issuance Fund,” which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance with respect to the 2020 Bonds upon submission of a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date which is six (6) months following the Closing Date with respect to the 2020 Bonds, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the 18 Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account within the Debt Service Fund, and the Costs of Issuance Fund shall be closed. Section 3.04 [Issuance of Parity Debt. The Successor Agency may not issue Parity Debt except to refund any outstanding 2020 Bonds or other Parity Debt, in whole or in part, in such principal amount as shall be determined by the Successor Agency. The Successor Agency may issue and deliver any such Parity Debt subject to the following specific conditions, all of which are hereby made conditions precedent to the issuance and delivery of such Parity Debt: (a) No Event of Default hereunder or an event of default under any Parity Debt Instrument shall have occurred and be continuing unless cured by the issuance of such Parity Debt; (b) The Parity Debt shall be issued in compliance with Section 34177.5; and (c) The Successor Agency shall deliver to the Trustee a Written Certificate of the Successor Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth above have been satisfied.] Section 3.05 Issuance of Subordinate Debt. Notwithstanding the foregoing, to the extent permitted by the Law, no provision herein shall prevent the Successor Agency from issuing additional bonds or incurring other loans, advances or indebtedness payable from Pledged Tax Revenues on a subordinate basis to the 2020 Bonds and the Bonds or payable from sources other than Pledged Tax Revenues. ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01 Security of Bonds; Equal Security. Subject to the provisions of Sections 4.02 and 6.06 allowing for the application of Pledged Tax Revenues, all Pledged Tax Revenues and the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and all amounts in the Redevelopment Property Tax Trust Fund, including without limitation any override tax revenues attributable to tax rate overrides levied by taxing agencies within the Project Area that were pledged to the Refunded Bonds, are irrevocably pledged under the Indenture to secure the payment of the principal of and interest or redemption premium (if any) on the 2020 Bonds and all Parity Debt without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a first and exclusive lien on and security interest in the Pledged Tax Revenues and the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and all amounts in the Redevelopment Property Tax Trust Fund, including without limitation any override tax revenues attributable to tax rate overrides levied by taxing agencies within the Project Area that were pledged to the Refunded Bonds, and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Successor Agency, irrespective of whether such parties have notice of the Indenture; provided however, that the parties hereto acknowledge that the Auditor-Controller of the County is authorized by Section 34183(a) of the Dissolution Act to use Pledged Tax Revenues to pay the County’s administrative costs allowed under Section 34182 of the Dissolution Act and Section 95.3 of the Revenue and Taxation Code, and is required by Section 34183(a)(1) of the Dissolution Act to pay Pledged Tax Revenues to taxing entities pursuant to Sections 33607.5 and 33607.7 of the Law (unless such payments are subordinated to payments on the 2020 Bonds and Parity Debt pursuant to 19 Section 33607.5(e) of the Law and subsection (c) of Section 34177.5. Except for the Pledged Tax Revenues and amounts, funds and accounts that are described above, no other moneys, funds, accounts or properties of the Successor Agency are pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the 2020 Bonds or Parity Debt except as provided in the following paragraph with respect to the 2020 Bonds and other Bonds. The Debt Service Fund and any fund or account created under the Indenture, including amounts on deposit therein (including proceeds of the 2020 Bonds), are irrevocably pledged under the Indenture to secure the payment of the principal of and interest or redemption premium (if any) on the 2020 Bonds and other Bonds without preference or priority for series issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a first and exclusive lien on and security interest in the Debt Service Fund and any other fund or account created under the Indenture, including amounts on deposit therein (including proceeds of the 2020 Bonds), and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Successor Agency, irrespective of whether such parties have notice of the Indenture. In consideration of the acceptance of the 2020 Bonds and other Bonds by those who shall hold the same from time to time, the Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the 2020 Bonds and other Bonds without preference, priority or distinction as to security or otherwise of any of the 2020 Bonds and other Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of Pledged Tax Revenues. There is hereby established a special fund to be known as the “Special Fund,” which is to be held by the Successor Agency within the Redevelopment Obligation Retirement Fund. The Special Fund shall be held by the Successor Agency separate and apart from other funds of the Successor Agency. The Successor Agency shall deposit all of the Pledged Tax Revenues received with respect to any ROPS Period into the Special Fund promptly upon receipt thereof by the Successor Agency in accordance with Section 5.11 hereof. Except as may be provided to the contrary in this Indenture or in any Supplemental Indenture or Parity Debt Instrument, upon receipt by the Successor Agency of money from the Redevelopment Property Tax Trust Fund requested in accordance with Section 5.11 on each RPTTF Distribution Date and deposit of such amounts into the Special Fund, all Pledged Tax Revenues received by the Successor Agency in excess of such amounts shall be released from the pledge and lien hereunder and shall be applied in accordance with the Law and the Dissolution Act, including but not limited to the payment of debt service on any subordinate debt. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures or other Parity Debt Instrument, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in this Indenture and in any Supplemental Indenture or other Parity Debt Instrument. 20 Section 4.03 Deposit of Amounts by Trustee. There is hereby established a trust fund to be known as the “Debt Service Fund,” which shall be held by the Trustee hereunder in trust. Moneys in the Special Fund shall be transferred by the Successor Agency to the Trustee in the following amounts, at the following times, and deposited by the Trustee in the following respective special accounts, which are hereby established in the Debt Service Fund, and in the following order of priority (provided that, if on the fifth (5th) Business Day prior to the date that the Successor Agency is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on deposit therein sufficient to make the following deposits, taking into account amounts required to be transferred with respect to Bonds other than the 2020 Bonds, the Successor Agency shall immediately notify the Trustee of the amount of any such insufficiency): (a) Interest Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing on [March 1, 2021], the Successor Agency shall withdraw from the Special Fund and transfer to the Trustee, for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to the Indenture). (b) Principal Account. On or before the fifth (5th) Business Day preceding September 1 in each year, commencing on [September 1, 2021], the Successor Agency shall withdraw from the Special Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount then contained in the Principal Account on that date, will be equal to the principal becoming due and payable on the Outstanding Bonds, including pursuant to optional or mandatory sinking fund redemption, on the next September 1. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next September 1 upon all of the Outstanding Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds, including by optional or mandatory sinking fund redemption, as the same shall become due and payable. ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01 Punctual Payment. The Successor Agency shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, if any, in strict conformity with the terms of the Bonds and of the Indenture. The Successor Agency shall faithfully observe and perform all of the conditions, covenants and requirements of the Indenture, all Supplemental Indentures and Parity Debt Instruments and the Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances. The Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor 21 Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Pledged Tax Revenues: (a) on a basis senior to the Bonds; or (b) on a parity with the Bonds except for Parity Debt issued to refund any of the Bonds or other Parity Debt, and then only if the requirements of Section 3.04 are met. The Successor Agency will not otherwise encumber, pledge or place any charge or lien upon any of the Pledged Tax Revenues or other amounts pledged to the Bonds superior or equal to the pledge and lien herein created for the benefit of the Bonds. Section 5.03 Extension of Payment. The Successor Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of the Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.04 Payment of Claims. The Successor Agency shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or upon the Pledged Tax Revenues or other amounts pledged to the payment of the Bonds, or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims. Section 5.05 Books and Accounts; Financial Statements. The Successor Agency shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Successor Agency and the City, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project, the Pledged Tax Revenues and the Special Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing. The Successor Agency will cause to be prepared, within two hundred and seventy (270) days after the close of each Fiscal Year so long as the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Pledged Tax Revenues, all disbursements of Pledged Tax Revenues and the financial condition of the Redevelopment Project, including the balances in all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal Year. The Successor Agency shall promptly furnish a copy of such financial statements to the Trustee, and the Original Purchaser, at no expense. The Trustee shall have no obligation to review any financial statements provided to it by the Successor Agency. The Successor Agency agrees, consents and will cooperate in good faith to provide information reasonably requested by the Original Purchaser and will further provide appropriately designated individuals and officers to discuss the affairs, finances and accounts of the Successor Agency at the request of the Original Purchaser. 22 Section 5.06 Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Bonds and the rights of the Owners. From and after the Closing Date with respect to Bonds, the Bonds shall be incontestable by the Successor Agency. Section 5.07 Payments of Taxes and Other Charges. Except as otherwise provided herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Project Area, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Project Area or any part thereof. Section 5.08 Taxation of Leased Property. All amounts derived by the Successor Agency pursuant to Section 33673 of the Law from the lease of property for redevelopment shall be treated as Pledged Tax Revenues for all purposes of the Indenture. Section 5.09 Disposition of Property. The Successor Agency will not participate in the disposition of any land or real property in a Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right-of-way and except property planned for public ownership or use by the Redevelopment Plan in effect on the date of issuance of the 2020 Bonds) so that such disposition shall, when taken together with other such dispositions, aggregate more than ten percent (10%) of the land area in the applicable Project Area unless such disposition is permitted as hereinafter provided in this Section 5.09. If the Successor Agency proposes to participate in such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the effect of said proposed disposition. If the Report of the Independent Redevelopment Consultant concludes that the security of the Bonds, or the rights of the Successor Agency, the Bondowners and the Trustee hereunder will not be materially impaired by said proposed disposition, the Successor Agency may thereafter make such disposition. If said Report concludes that such security will be materially impaired by said proposed disposition, the Successor Agency shall disapprove said proposed disposition. This Section 5.09 shall not apply to the disposition of properties pursuant to the Successor Agency’s Long Range Property Management Plan prepared pursuant to Health and Safety Code Section 34191.4. Section 5.10 Maintenance of Pledged Tax Revenues. The Successor Agency shall comply with all requirements of the Law and the Dissolution Act to ensure the allocation and payment to it of the Pledged Tax Revenues as provided in the Dissolution Act. Section 5.11 Compliance with the Dissolution Act. The Successor Agency shall comply with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Successor Agency with its covenants hereunder. Further, the Successor Agency covenants to take all actions required under the Dissolution Act to include all scheduled debt service on the Bonds in Recognized Obligation Payment Schedules for each ROPS Period so as to enable the Auditor-Controller of the County to distribute from the Redevelopment Property Tax Trust Fund to the Successor Agency’s Redevelopment Obligation 23 Retirement Fund on each January 2 and June 1 amounts required for the Successor Agency to pay principal of, and interest on, the Bonds coming due in the respective ROPS Period, as well as the other amounts set forth above. In the event that the provisions set forth in the Dissolution Act as of the Closing Date of the 2020 Bonds which relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Successor Agency agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the 2020 Bonds and other Parity Debt and, if the timing of distributions of the Redevelopment Property Tax Trust Fund is changed, the receipt of: (a) not less than one half of the debt service due during each calendar year on all Outstanding Bonds prior to March 1 of such calendar year; and (b) the remainder of debt service due during such calendar year on all Outstanding Bonds prior to September 1 of such calendar year. The Trustee may (and, at the request of any Owner, shall) or the Owner may, take such actions as may be necessary and appropriate, including seeking a writ of mandamus or other specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.11. Section 5.12 Further Assurances. The Successor Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in the Indenture. Section 5.13 Costs and Expenses. Subject to the following sentence, the Successor Agency agrees to pay the reasonable out-of-pocket expenses and disbursements of the Owners and the necessary and reasonable fees, expenses and disbursements of counsel to the Owners in connection with: (a) obtaining any waiver or consent under the Indenture (whether or not the transactions contemplated thereby shall be consummated) or any Event of Default hereunder; (b) the preparation, execution, delivery, administration, defense and enforcement or preservation of rights in connection with a workout, restructuring or waiver with respect to the Bonds; and (c) the occurrence of an Event of Default and collection and other enforcement proceedings resulting therefrom. ARTICLE VI THE TRUSTEE Section 6.01 Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in the Indenture and no implied covenants, duties or obligations shall be read into the Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by the 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. 24 (b) The Successor Agency may remove the Trustee at any time, upon thirty days’ prior written notice, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee: (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing); or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (f) below, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, whereupon the Successor Agency shall appoint a successor Trustee by an instrument in writing. (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under the Indenture shall signify its acceptance of such appointment by executing, acknowledging and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all of the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or at the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under the Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall cause either the predecessor Trustee or the successor Trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds and to the Owners at their respective addresses shown on the Registration Books. (e) If an Event of Default occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.03(d), then the Trustee shall immediately give written notice thereof, by first-class mail to the Owner of each such Bond, unless 25 such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Successor Agency to make any payment when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bondowners not to give such notice. (f) The Successor Agency agrees that, so long as any Bonds are Outstanding, the Trustee shall be: (i) a financial institution having a trust office in the State, having (or in the case of a corporation, national banking association or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $250,000,000, and subject to supervision or examination by federal or state authority; or (ii) a state- chartered commercial bank that is a member of the Federal Reserve System having at least $1,000,000,000 of assets. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section. Section 6.02 Merger or Consolidation. Any bank, national banking association or trust company into which the Trustee may be merged or converted or with which it may be consolidated, any bank, national banking association or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such bank, national banking association or trust company shall be eligible under Section 6.01(f), shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 6.03 Liability of Trustee. (a) The recitals of facts contained herein and in the Bonds shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of the Indenture or of the security for the Bonds or the tax status of interest thereon, nor shall the Trustee incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of 26 conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Indenture. (c) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture, except for actions arising from the negligence or misconduct of the Trustee. Where the Trustee is given the permissive right to do things enumerated in the Indenture, such right shall not be construed as a mandatory duty. (d) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event of Default has occurred and is continuing under the Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by any other party of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency’s certificates to establish the Successor Agency’s compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Pledged Tax Revenues into the Special Fund and the investment and application of moneys on deposit in the Special Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). (e) The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the observance or performance by the Successor Agency of the other conditions, covenants and terms contained in the Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to the Indenture or otherwise. (f) No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers, and the Trustee shall not be responsible for any intentional misconduct or negligence on the part of any agent, attorney or receiver appointed with due care by it hereunder. (h) The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. (i) Before taking any action under Article VIII or this Article at the request of the Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, 27 except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. (j) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (the “Instructions”) given pursuant to the Indenture and delivered using Electronic Means (“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (the “Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Successor Agency. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (k) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. (l) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Section 6.04 Right to Rely on Documents and Opinions. The Trustee shall have no liability in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, 28 facsimile transmission, electronic mail, or other paper or document reasonably believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or matters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, with regard to legal questions, and, in the absence of negligence or intentional misconduct by the Trustee, the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith. 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’s title thereto is established to the satisfaction of the Trustee. Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under the provisions of the Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable. The Trustee may conclusively rely on any certificate or report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency. Section 6.05 Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of the Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable notice to the inspection of and copying by the Successor Agency and any Owner, and their agents and representatives duly authorized in writing, during regular business hours and under reasonable conditions. Section 6.06 Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under the Indenture in accordance with the letter proposal from the Trustee approved by the Successor Agency and all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in-house counsel to the extent that such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under the Indenture. The Trustee shall have a lien on the Pledged Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in-house counsel to the extent that such services are not redundant with those provided by outside counsel). The Successor Agency further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense, including legal fees and expenses, and liabilities which it may incur to the extent arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and the rights of the Trustee under 29 this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. Section 6.07 Deposit and Investment of Moneys in Funds. Moneys in the Debt Service Fund, the Interest Account, the Principal Account and the Costs of Issuance Fund shall be invested by the Trustee in Permitted Investments as directed by the Successor Agency in a Written Request of the Successor Agency filed with the Trustee. In the absence of any such Written Request of the Successor Agency, the Trustee shall hold any such moneys uninvested. The Trustee shall be entitled to rely conclusively upon the written instructions of the Successor Agency directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions set forth in the above list which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a representation of the provider of such Permitted Investment obtained at the Successor Agency’s expense. Moneys in the Special Fund may be invested by the Successor Agency in any obligations in which the Successor Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Successor Agency or otherwise made in accordance with this Section. For investment purposes only, the Trustee may commingle the funds and accounts established hereunder, but shall account for each separately. The Successor Agency acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency monthly cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by the Indenture. Except as specifically provided in the Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to account to the Successor Agency for earnings derived from funds that have been invested. The Successor Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to the Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by the Indenture or the Code) at Fair Market Value. The Trustee shall have no duty in connection with the determination of Fair Market Value other than to follow its normal practice in determining the value of Permitted Investments, which may include utilizing computerized securities pricing services that may be available to it including those available through its regular accounting system. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by the Successor Agency at their present value (within the meaning of Section 148 of the Code). 30 Section 6.08 Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which accurate entries shall be made of all transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to the Indenture. Such books of record and account shall be available for inspection by the Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, on at least a monthly basis, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to the Indenture. Section 6.09 Other Transactions with Agency. The Trustee, either as principal or agent, may engage in or be interested in any financial or other transaction with the Successor Agency. ARTICLE VII MODIFICATION OR AMENDMENT OF THE INDENTURE Section 7.01 Amendment With and Without Consent of Owners. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption without the consent of any Owners, to the extent permitted by law, but only for any one or more of the following purposes – (a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, including any covenant or agreement that provides for additional security for the Bonds, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or (c) to provide for the issuance of Parity Debt in accordance with Section 3.04; or (d) [to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of Bond Counsel; or] (e) to comply with amendments or supplements to the Dissolution Act; or (f) [to comply with the requirements of a provider of a Qualified Reserve Account Credit Instrument.] Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a 31 majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest, or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of any Insurer or the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. Section 7.02 Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, the Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all of the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Section 7.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any amendment or modification hereof pursuant to this Article VII, the Successor Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Principal Corporate Trust Office of the Trustee, without cost to such Owners. Section 7.04 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond. Section 7.05 Opinion of Counsel. Prior to executing any Supplemental Indenture, the Trustee shall be furnished an opinion of counsel, upon which it may conclusively rely to the effect that all conditions precedent to the execution of such Supplemental Indenture under the Indenture have been satisfied and such Supplemental Indenture is authorized and permitted under the Indenture and does not adversely affect the exemption of interest on the 2020 Bonds from personal income taxation by the State. Section 7.06 Copy of Supplemental Indenture to S&P and Moody’s. The Successor Agency shall provide to S&P and Moody’s, for so long as S&P and Moody’s, as the case may be, maintain a rating on any of the Bonds (without regard to any municipal bond or financial guaranty insurance), a copy of any Supplemental Indenture at least fifteen (15) days prior to its proposed effective date. 32 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01 Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) if default shall be made by the Successor Agency in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty (30) days following receipt by the Successor Agency of written notice from the Trustee or written notice from any Owner (with a copy of said notice delivered to the Trustee) of the occurrence of such default, provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such thirty (30) day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency within such thirty (30) day period and the Successor Agency thereafter diligently and in good faith cures such failure in a reasonable period of time; (c) If the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction approves a petition by the Successor Agency seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction approves a petition by the Successor Agency seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the Successor Agency or of the whole or any substantial part of its property; or (d) The principal of any Parity Obligation shall be declared immediately due and payable under the terms of a Parity Debt Instrument. If an Event of Default has occurred under this Section and is continuing, the Trustee, may, and, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall: (i) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding; and (ii) subject to the provisions of Section 8.06, exercise any other remedies that are available to the Trustee and the Bondowners in law or at equity. Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Successor Agency by telephone promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of 33 Default described in subsections (a) or (c) above the Trustee shall, and with respect to any Event of Default described in subsection (b) above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee (including the allocated costs and disbursements of its in-house counsel to the extent that such services are not redundant with those provided by outside counsel) and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of the foregoing to the Owners of all Bonds then Outstanding, and with the prior written approval of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, the Trustee, may, on behalf of the Owners of all of the Bonds then Outstanding, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 8.02 Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of the Indenture (including the Trustee’s share of any Pledged Tax Revenues) and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent that such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount then owing and unpaid upon the 2020 Bonds and Parity Debt for principal and interest, as applicable, with interest on the overdue principal, and installments of interest at the net effective rate then borne by the Outstanding 2020 Bonds or Parity Debt (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the 2020 Bonds and Parity Debt, then to the payment of such principal and interest without preference or priority, ratably to the aggregate of such principal and interest. Section 8.03 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or 34 otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 8.04 Limitation on Owner’s Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture, unless: (a) such Owner shall have previously given to the Successor Agency and the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under the Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of the Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of the Indenture. Section 8.05 Non-Waiver. Nothing in this Article VIII 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 from the Pledged Tax Revenues and other amounts pledged hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be 35 enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.06 Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact; provided, however, that the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel). Section 8.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. Section 8.08 Determination of Percentage of Bondowners. Whenever in the Indenture the consent, direction or other action is required or permitted to be given or taken by a percentage of the Owners of an aggregate principal amount of Outstanding Bonds (including by the Owners of a majority in aggregate principal amount of the Outstanding Bonds), such percentage shall be calculated on the basis of the principal amount of the Outstanding Bonds determined as of the next succeeding Interest Payment Date. ARTICLE IX MISCELLANEOUS Section 9.01 Special Obligations. The Bonds are special obligations of the Successor Agency secured by a pledge and lien as described in Section 4.01 hereof. The Bonds are not debts, liabilities or obligations of the City, the State or any of its political subdivisions, and neither the City, the State or any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those pledged by the Successor Agency. The Bonds do not constitute an indebtedness in contravention of any constitutional or statutory debt limitation or restriction. Section 9.02 Benefits Limited to Parties. Nothing in the Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee and the Owners any right, remedy or claim under or by reason of the Indenture. Any covenants, stipulations, promises or 36 agreements in the Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee and the Owners. Section 9.03 Successor is Deemed Included in All References to Predecessor. Whenever in the Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all of the covenants and agreements in the Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.04 Discharge of Indenture. If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to the Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums, or; (c) by irrevocably depositing with the Trustee or an escrow agent, in trust, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to the Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at or before maturity; and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall have been made for the giving of such notice, then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Pledged Tax Revenues and other amounts, funds and accounts described in Section 4.01 hereof and all other obligations of the Trustee and the Successor Agency under the Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only: (i) the covenants of the Successor Agency hereunder with respect to the Code; (ii) the obligation of the Trustee to transfer and exchange Bonds hereunder; (iii) the obligations of the Successor Agency under Section 6.06 hereof; and (iv) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. In the event that the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part. 37 In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency. Section 9.05 Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which the Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by such Owner’s attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or such Owner’s attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which such person purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proved by the Registration Books. Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate. Section 9.06 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under the Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City (but excluding Bonds held in any employees’ retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon request of the Trustee, the Successor Agency shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. Section 9.07 Waiver of Personal Liability. No member, officer, agent or employee of the Successor Agency shall be individually or personally liable for the payment of the principal or interest or any premium on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.08 Destruction of Cancelled Bonds. Whenever in the Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of the Indenture, the Trustee shall destroy such bonds and upon request of the Successor Agency provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. 38 Section 9.09 Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail, postage prepaid, or sent by facsimile, addressed as follows: If to the Successor Agency: Successor Agency to the Arcadia Redevelopment Agency 240 West Huntington Drive Arcadia, California 91007 Attention: City Manager If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 400 South Hope Street, Suite 500 Los Angeles, California 90071 Attention: Corporate Trust Department If to the Original Purchaser: [TO COME] The Successor Agency and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 9.10 Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of the Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of the Indenture. The Successor Agency hereby declares that it would have adopted the Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of the Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Finance Director of the City in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof. Section 9.11 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondowners shall look only to the Successor Agency for the payment of the principal of and interest and redemption premium (if any) on of such Bonds. 39 Section 9.12 Execution in Counterparts. The Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.13 Governing Law. The Indenture shall be construed and governed in accordance with the laws of the State. S-1 IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY has caused the Indenture to be signed in its name by its Executive Director, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused the Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY By: Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer A-1 EXHIBIT A (FORM OF 2020 BOND) THE REGISTERED OWNER OF THIS BOND ACKNOWLEDGES AND AGREES THAT THIS BOND MAY ONLY BE TRANSFERRED UPON SATISFACTION OF THE REQUIREMENTS IN THE INDENTURE, INCLUDING THE DELIVERY TO THE TRUSTEE OF AN INVESTOR LETTER IN THE FORM REQUIRED BY THE INDENTURE. ANY TRANSFER OF THIS BOND IN VIOLATION OF THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE SHALL BE VOID AND OF NO EFFECT. UNITED STATES OF AMERICA STATE OF CALIFORNIA SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY CENTRAL REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BOND, SERIES 2020A (FEDERALLY TAXABLE) INTEREST RATE: MATURITY DATE: DATED DATE: [CUSIP:] _____% September 1, 20__ ____ __, 2020 REGISTERED OWNER: _____ PRINCIPAL SUM: ____________________________________ DOLLARS The SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public entity that is duly existing under and by virtue of the laws of the State of California (the “Successor Agency”), for value received, hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for, if any), the Principal Sum stated above and to pay interest thereon from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless: (i) this Bond is authenticated after the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day (the “Record Date”) and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (ii) this Bond is authenticated on or before [February 15, 2021], in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on March 1 and September 1 in each year, commencing [March 1, 2021] (each an “Interest Payment A-2 Date”), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon redemption hereof, if any, are payable in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office (the “Principal Corporate Trust Office”) of The Bank of New York Mellon Trust Company, N.A., in Los Angeles, California, as trustee (the “Trustee”). Interest hereon (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed on the Interest Payment Date to the Registered Owner hereof at the Registered Owner’s address as it appears on the Registration Books maintained by the Trustee at the close of business on the preceding Record Date; provided however, that at the written request of any Registered Owner of at least $1,000,000 aggregate principal amount of the Bonds (as defined below), which written request is on file with the Trustee on any Record Date, interest hereon shall be paid by wire to such account in the United States as is specified in such written request. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as “Successor Agency to the Arcadia Redevelopment Agency Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable)” (the “Bonds”), of an aggregate principal amount of $__________, all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, or redemption, if any, and other provisions) and all issued pursuant to the provisions of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State (the “Refunding Law”), the Dissolution Act (as such term is defined in the Indenture), and the Community Redevelopment Law, constituting Part 1 of Division 24 of the California Health and Safety Code (the “Law”), and pursuant to an Indenture of Trust, dated as of _____ 1, 2020 (the “Indenture”), entered into by and between the Successor Agency and the Trustee, providing for the issuance of the Bonds. The Bonds are being issued in the form of registered Bonds without coupons. Additional Parity Debt may be issued on a parity with the Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged Tax Revenues (as that term is defined in the Indenture), the rights thereunder of the Registered Owners of the Bonds, the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. Capitalized terms which are not otherwise defined herein shall have the meanings given them in the Indenture. Notwithstanding anything herein or in the Indenture to the contrary, so long as the Bonds are owned by ________ (the “Original Purchaser”): (i) the Trustee shall pay principal of and interest and redemption premium on the Bonds when due by wire transfer in immediately available funds to the Original Purchaser in accordance with the wire transfer instructions set forth in the Indenture (or such other wire instructions as shall be filed by the Original Purchaser with the Trustee from time to time); (ii) payments of principal on the bonds shall be made without the requirement for presentation and surrender of the Bonds by the Owner; and (iii) the Trustee shall not be required to give notice to the Original Purchaser of the sinking fund payments described in the Indenture. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refinance certain bonds with respect to the Project Area (as such term is defined in the Indenture) and to pay certain expenses of the Successor Agency in issuing the Bonds. A-3 The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are secured by a statutory pledge of, and lien on, Pledged Tax Revenues deposited in or available for deposit into the Redevelopment Property Tax Trust Fund held by the Auditor-Controller of the County of Los Angeles, subject to the payment of the County’s administrative charges and certain amounts to taxing entities pursuant to the Dissolution Act, and a pledge of, security interest in and lien on the Pledged Tax Revenues, as more fully described in the Indenture, on deposit in the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and the Debt Service Fund and any fund or account created under the Indenture, and are payable from Pledged Tax Revenues remaining after payment of certain amounts to certain taxing entities as provided in the Dissolution Act and the Indenture. There has been created, and will be maintained by, the Successor Agency the Special Fund (as defined in the Indenture), into which Pledged Tax Revenues deposited by the Auditor-Controller of the County of Los Angeles in the Redevelopment Obligation Retirement Fund shall be transferred and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest and redemption premium, if any, on the Bonds and any additional Bonds (as defined in the Indenture). [The Bonds are subject to optional and mandatory sinking fund redemption as described in the Indenture.] If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same series, tenor and maturity. This Bond is transferable upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender to the Trustee at the Principal Corporate Trust Office for cancellation, but only in the manner and subject to the limitations provided in the Indenture. Notwithstanding the foregoing, ownership of the Bonds may be transferred in whole only, but only to a person or persons: (i) that the Owner reasonably believes is a qualified institutional buyer within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended; and (ii) that executes and delivers to the Trustee an investor letter in substantially the form attached to the Indenture as Exhibit B. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same series, tenor and maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange: (a) any Bond during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, if any; or (b) any Bond selected for redemption, if any. A-4 The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the Registered Owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall: (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the Registered Owner of such Bond; or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall a Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In no event shall any Supplemental Indenture modify any of the rights or obligations of any Issuer without its prior written consent. This Bond is not a debt, liability or obligation of the City of Arcadia, the State of California or any of its political subdivisions, and neither said City, said State or any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those pledged by the Successor Agency. The Bonds do not constitute an indebtedness in contravention of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee’s Certificate of Authentication hereon shall have been manually signed by the Trustee. A-5 IN WITNESS WHEREOF, the Successor Agency to the Arcadia Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the manual or facsimile signature of its Executive Director as of the Dated Date set forth above. SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY By: Executive Director A-6 TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture. Authentication Date: _________ __, 20__ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory A-7 (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: __________________________ Signatures Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor. Note: The signatures(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. C-1 EXHIBIT B $__________ SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY CENTRAL REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS, SERIES 2020A (FEDERALLY TAXABLE) FORM OF INVESTOR LETTER __________, 2020 Successor Agency to the Arcadia Redevelopment Agency Arcadia, California The Bank Of New York Mellon Trust Company, N.A., Los Angeles, California Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California Ladies and Gentlemen: The undersigned (the “Investor”) hereby acknowledges receipt of $_________ in aggregate principal amount of the above-captioned bonds (the “Bonds”), dated __________ __, 2020 in fully registered form and bearing interest from the date thereof. The Bonds have been issued pursuant to an Indenture of Trust, dated as of _____ 1, 2020 (the “Indenture”), entered into by and between the Successor Agency to the Arcadia Redevelopment Agency (the “Agency”) and The Bank Of New York Mellon Trust Company, N.A., as trustee. In connection with the sale of the Bond to the Investor, the Investor hereby makes the following representations upon which you may rely: 1. The Investor hereby certifies that it is a “qualified institutional buyer” within the meaning of Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended (the “Act”) and applicable state securities laws. 2. The Investor (a) is a bank, any entity directly or indirectly controlled by a bank or under common control with a bank, and is not a broker, dealer or municipal securities dealer registered under the Securities Exchange Act of 1934 or a consortium of such entities; and (b) has the present intent to hold the Bond in its loan account to maturity or earlier redemption or mandatory tender; provided, however, that the Investor shall not be precluded from transferring, participating or assigning its interest in the Bond in accordance with the terms and conditions set forth in the Indenture. The Investor understands that it may need to bear the risks of holding this loan for an indefinite period of time, since a sale of the Bond, or any portion thereof, may not be possible. The Investor is not participating, directly or indirectly, in a distribution of the Bond and will not take, or C-2 cause to be taken, any action that would cause the Investor to be deemed an “underwriter” of such Bond as defined in Section 2(a)(11) of the Act. The Investor understands that the Agency has no obligation to register the Bond for resale under the Act. The Investor further understands that the Bond is being sold in a transaction that is exempt from the registration requirements of the Act. The Investor acknowledges that the Agency will not be entering into a continuing disclosure agreement for the Bond pursuant to Section 15c2-12 of the Securities Exchange Act of 1934, as amended; provided, however, that the Agency has agreed to provide certain ongoing information to the Investor. 3. The Investor has received and carefully read all information and other items of disclosure relating to the Agency and the Bond that the Investor has deemed material for it to make an informed lending decision with respect to its purchase of the Bond and, in connection therewith, has had access to all other materials, books, records, documents, and information relating to the Agency and the Bond, and has been able to verify the accuracy of, and supplement, the information contained therein. 4. The Investor acknowledges that it has either been supplied with or been given access to information, financial statements or other financial information, which it has requested from the Agency and to which a reasonable lender would attach significance in making a credit decision. The Investor has had an opportunity to ask questions of, and receive satisfactory answers from, duly designated representatives of the Agency concerning the terms and conditions pursuant to which the offer to purchase the Bond is being made, and is satisfied with the information provided in response to its requests, and is satisfied that its request for such information has been fully complied with by the Agency. 5. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of making a loan of the proceeds of the Bond based upon (i) the information furnished to it by the Agency; (ii) its or such representative’s personal knowledge of the business and affairs of the Agency; (iii) such additional information as it or such representative may have requested and have received from the Agency; and (iv) the independent inquiries and investigations undertaken by it or such representative. 6. The Investor understands that the purchase of the Bond involves significant credit risks and represents that it can bear the economic risk of loss of the Bond. 7. The signatory of this letter is a duly authorized officer of the Investor with the authority to sign this letter on behalf of the Investor, and this letter has been duly authorized, executed, and delivered by the Investor. 8. The Investor acknowledges and agrees that the sale, transfer or other disposition of the Bond must be in accordance with the provisions of the Indenture and all applicable securities laws. 9. The Investor has been informed that the Bond (i) has not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange and (iii) will carry no rating from any rating service. C-3 10. All of the representations contained in this letter shall survive the execution and delivery of the Bonds to us as representations of fact existing as of the date of execution and delivery of this letter. The Investor acknowledges that the sale of the Bond to the Investor is made in reliance upon the certifications, representations and warranties herein by the addressees hereof. Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Indenture. [INVESTOR] By: Its: Attachment No. 3 Escrow Agreement – 2001A Bonds ESCROW AGREEMENT (2001A BONDS) THIS ESCROW AGREEMENT (2001A BONDS), dated as of _____ 1, 2020 (the “Agreement”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the “Agency”) and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”) and as 2001A Trustee (as such term is defined herein), is entered into in accordance with a resolution of the Agency adopted on _____ __, 2020, and an Indenture of Trust, dated as of May 1, 2001 (the “2001A Indenture”), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2001A Trustee”). This Agreement is entered into to refund all of the outstanding Arcadia Redevelopment Agency Tax Allocation Bonds (Central Redevelopment Project) Series 2001A (the “2001A Bonds”). RECITALS A. Pursuant to the 2001A Indenture, the Arcadia Redevelopment Agency previously issued the 2001A Bonds in the aggregate principal amount of $11,655,000, of which $[2,155,000] is currently outstanding. B. The Agency is the successor to the Arcadia Redevelopment Agency. C. The Agency has determined to issue its Central Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable) (the “2020 Bonds”), a portion of the proceeds of which will be applied to pay, on [30 DAYS AFTER CLOSING], 2020 (the “Redemption Date”), the principal of the outstanding 2001A Bonds maturing after the Redemption Date, plus interest thereon accrued to the Redemption Date, without premium (the “Redemption Price”). D. The Agency will irrevocably deposit moneys with the Escrow Agent, which moneys will be used to purchase the securities that are described on Schedule A (the “Federal Securities”) (as permitted by, in the manner prescribed by and all in accordance with the 2001A Indenture). Such Federal Securities satisfy the criteria established for “Defeasance Securities” in Section 9.3 of the 2001A Indenture, and the principal of and interest on such Federal Securities when paid, together with other moneys contributed by the Agency, will provide funds which will be fully sufficient to pay and discharge the 2001A Bonds. AGREEMENT SECTION 1. Deposit of Moneys. The Agency will cause The Bank of New York Mellon Trust Company, N.A., as trustee for the 2020 Bonds, to transfer a portion of the proceeds of the 2020 Bonds in the amount of $_____ on the date of issuance of the 2020 Bonds to the Escrow Agent for deposit in the Escrow Fund established hereunder. The Agency also hereby directs the 2001A Trustee to transfer $____ held in the funds and accounts relating to the 2001A Bonds to the Escrow Agent for deposit in the Escrow Fund. The Escrow Agent will hold such amounts in an irrevocable escrow separate and apart from other funds of the Agency and the Escrow Agent in a fund hereby created and established to be known as the “Escrow Fund” and to be applied solely as provided in this Agreement. The Agency 2 represents that the sum of the amounts set forth above are at least equal to an amount that is sufficient to purchase the Federal Securities listed on Schedule A, and to hold $___ uninvested as cash. SECTION 2. Investment of Moneys. The Escrow Agent acknowledges receipt of the moneys described in Section 1 and agrees immediately to invest $_____ of such moneys in the Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund. The Escrow Agent shall be entitled to rely upon the conclusion of ____ (the “Verification Agent”) that the Federal Securities listed on Schedule A mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay, on the Redemption Date, the Redemption Price of the outstanding 2001A Bonds maturing after the Redemption Date. SECTION 3. Investment of Any Remaining Moneys. At the written direction of the Agency, together with an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect that reinvestment is permitted under the legal documents in effect with respect to the 2001A Bonds and will not have an adverse effect on the tax status of the 2001A Bonds, the Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, at the written direction of the Agency, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions and acceptable to the Bond Insurer (as such term is defined in the 2001A Indenture) to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Redemption Date, the Redemption Price of the outstanding 2001A Bonds maturing after the Redemption Date. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 3 which are not required for the purposes set forth in Section 5, as verified in the letter of the Verification Agent originally obtained by the Agency with respect to the refunding of the 2001A Bonds or in any other report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions, shall be paid to the Agency promptly upon the receipt of such interest income by the Escrow Agent. SECTION 4. Substitution of Securities. Upon the written request of the Agency, and subject to the conditions and limitations that are set forth herein and applicable governmental rules and regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the Agency has obtained and delivered to the Escrow Agent: (i) an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect that the substitution of securities is permitted under the legal documents in effect with respect to the 2001A Bonds and will not have an adverse effect on the tax status of the 2001A Bonds; and (ii) a report by a firm of independent certified public accountants acceptable to the Bond Insurer to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Redemption Date, the Redemption Price of the outstanding 2001A Bonds maturing after the Redemption Date. The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. 3 SECTION 5. Payment of 2001A Bonds. (a) Payment. From the maturing principal of the Federal Securities and the investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the Escrow Agent shall transfer to the 2001A Trustee for the 2001A Trustee to pay, on the Redemption Date, the Redemption Price of the 2001A Bonds maturing after the Redemption Date, as indicated on Schedule A. (b) Irrevocable Instructions to Provide Notice. The notices that are required to be mailed pursuant to Sections 2.3(c) and 9.3 of the 2001A Indenture are substantially in the forms attached hereto as Exhibits A and B. The Agency hereby irrevocably instructs the 2001A Trustee to mail a notice of redemption and a notice of defeasance of the 2001A Bonds to the parties that described in and otherwise in accordance with Sections 2.3(c) and 9.3 of the 2001A Indenture (including the Municipal Securities Rulemaking Board and the Bond Insurer), respectively, as required to provide for the redemption and defeasance of the 2001A Bonds in accordance with this Section 5. (c) Unclaimed Moneys. Any moneys in the Escrow Fund which remain unclaimed after the Redemption Date shall be repaid by the Escrow Agent to the Agency. (d) Priority of Payments. The owners of the 2001A Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement. (e) Termination of Obligation. As provided in the 2001A Indenture, upon the deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1, the pledge of the Tax Revenues and other funds provided for in the 2001A Indenture and all other obligations of the Trustee and the Agency thereunder with respect to the 2001A Bonds shall cease and terminate, except as set forth in the 2001A Indenture. SECTION 6. Application of Certain Terms of the 2001A Indenture. All of the terms of the 2001A Indenture relating to the making of payments of principal of and interest on the 2001A Bonds and relating to the exchange or transfer of the 2001A Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Article VI of the 2001A Indenture relating to the resignation and removal and merger of the 2001A Trustee are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder. SECTION 7. Performance of Duties. The Escrow Agent agrees to perform only the duties that are set forth herein and shall have no responsibility to take any action or omit to take any action that is not set forth herein. SECTION 8. Escrow Agent’s Authority to Make Investments. Except as provided in Sections 2, 3 and 4 hereof, the Escrow Agent shall have no power or duty to invest any funds that are held hereunder or to sell, transfer or otherwise dispose of the moneys or securities that are held hereunder. SECTION 9. Indemnity. The Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, 4 save and keep harmless the Escrow Agent and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow Agent at any time (whether or not also indemnified against the same by the Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Agency shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective employees. In no event shall the Agency or the Escrow Agent be liable to any person by reason of the transactions that are contemplated hereby other than to each other as set forth in this Section. The indemnities that are contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. SECTION 10. Responsibilities of Escrow Agent. The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the sufficiency of the moneys held in the Escrow Fund to pay the 2001A Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent that is made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be taken as the statements of the Agency, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds to accomplish the refunding of the 2001A Bonds or to the validity of this Agreement as to the Agency and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. In no event shall the Escrow Agent be liable for any special indirect or consequential damages. The Escrow Agent may consult with counsel, who may or may not be counsel to the Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the Agency. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system 5 specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the Agency shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Agency whenever a person is to be added or deleted from the listing. If the Agency elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The Agency understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Agency. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Escrow Agent shall furnish the Agency with periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the Agency, provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date. Upon the Agency’s election, such statements will be delivered via the Escrow Agent’s online service and upon electing such service, paper statements will be provided only upon request. The Agency waives the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The Agency further understands that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of Securities that is to be submitted pursuant to this Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the Agency with respect to escrowed funds which were to be invested in securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Agency. In the absence of investment instructions from the Agency, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow Agent may conclusively rely upon the Agency’s selection of an alternative investment as a determination of the alternative investment’s legality and suitability and shall not be liable for any 6 losses related to the alternative investments or for compliance with any yield restriction applicable thereto. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent may conclusively rely, as to the trust and accuracy of the statements and correctness of the opinions and the calculations provided to it in connection with this Agreement, and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Agent in accordance with this Agreement and reasonably believed by the Escrow Agent to have been signed or presented by the proper party, and it need not investigate any facts or matter stated in such notice, instruction, request, certificate or opinion. The liability of the Escrow Agent to make any payments under the Agreement shall be limited to the funds in the Escrow Fund. SECTION 11. Amendments. This Agreement is made for the benefit of the Agency, the Bond Insurer and the owners from time to time of the 2001A Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Agent, the Bond Insurer and the Agency; provided, however, that the Agency and the Escrow Agent may, with the prior written consent of the Bond Insurer, but without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2001A Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the owners of the 2001A Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; and (iii) to include under this Agreement additional funds. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various 2001A Bonds or that any instrument that is executed hereunder complies with the conditions and provisions of this Section. The Bond Insurer shall be an express third party beneficiary of the provisions granting rights to it hereunder and of the provisions relating to the 2001A Bonds and the Escrow Fund. SECTION 12. Notice to Rating Agencies. In the event that this agreement or any provision thereof is severed, amended or revoked, the Escrow Agent shall provide written notice of such severance, amendment or revocation to the rating agencies then rating the 2001A Bonds. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2001A Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent pursuant to Section 5(c) of this Agreement. Funds remaining in the Escrow Fund after payment in full of the 2001A Bonds shall be transferred to the Agency. 7 SECTION 14. Compensation. The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the Agency and any other reasonable fees and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services that are rendered or expenses incurred by the Escrow Agent under this Agreement. SECTION 15. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Agency or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void, shall be deemed separate from the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument. SECTION 17. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA. SECTION 18. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the Agency in which is located the office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date. SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the Agency. SECTION 20. Reorganization of Escrow Agent. Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Agent is a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Agent. SECTION 21. Insufficient Funds. If at any time the Escrow Agent has actual knowledge that the moneys and investments in the Escrow Fund, including the anticipated proceeds thereof and earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow Agent shall notify the Agency in writing of the amount thereof and the reason therefor to the extent known to it. The Escrow Agent shall have no responsibility regarding any such deficiency. SECTION 22. Notices. Any notice to or demand upon the Escrow Agent may be served or presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent at 400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Trust, 8 Reference: Arcadia Redevelopment Agency, Series 2001A. Any notice to or demand upon the Agency shall be deemed to have been sufficiently given or served for all purposes by being sent by facsimile or other electronic transmission, overnight mail or courier or mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Agency at 240 West Huntington Drive, P.O. Box 60021, Arcadia, California 91066 (or such other address as may have been filed in writing by the Agency with the Escrow Agent). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] S-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written. SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY By: Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent and 2001A Trustee By: Authorized Officer Schedule A-1 SCHEDULE A ESCROW REQUIREMENTS Moneys deposited in the Escrow Fund shall be invested as follows: Security Maturity Principal Amount Interest Rate [__] [REDEMPTION DATE], 2020 $ % The escrow requirements for the 2001A Bonds are as follows: Period Ending Principal Paid Principal Redeemed Interest Total [REDEMPTION DATE], 2020 $ $ $ $ Exhibit A-1 EXHIBIT A NOTICE OF FULL OPTIONAL REDEMPTION ARCADIA REDEVELOPMENT AGENCY TAX ALLOCATION BONDS (CENTRAL REDEVELOPMENT PROJECT) SERIES 2001A BASE CUSIP 039065 NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2001A Bonds”), which were issued pursuant to the Indenture of Trust, dated as of May 1, 2001 (the “2001A Indenture”), by and between the Arcadia Redevelopment Agency (the “Agency”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2001A Trustee”), that 2001A Bonds in the amount of $2,155,000 have been called for redemption on [30 DAYS AFTER CLOSING], 2020 (the “Redemption Date”). The 2001A Bonds were originally issued on June 5, 2001 and are described in the following table. CUSIP Maturity (May 1) Principal Amount Rate Redemption Price BP1 2023 $2,155,000 5.125% 100% The 2001A Bonds will be payable on the Redemption Date at a Redemption Price of 100% of the principal amount plus accrued interest to such date (the “Redemption Price”). The Redemption Price of the 2001A Bonds will become due and payable on the Redemption Date. Interest on the 2001A Bonds will cease to accrue and be payable from and after the Redemption Date, and such 2001A Bonds will be surrendered to the 2001A Trustee. To receive payment on the Redemption Date, owners of the 2001A Bonds should present and to surrender said 2001A Bonds on the Redemption Date at the address of the 2001A Trustee set forth below: First Class/ Registered/Certified The Bank of New York Mellon Global Corporate Trust P.O. Box 2320 Dallas, Texas 75221-2320 Express Delivery Only The Bank of New York Mellon Global Corporate Trust 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only The Bank of New York Mellon Global Corporate Trust Corporate Trust Window 240 Greenwich Street, 1st Floor East New York, New York 10286 Additional information regarding the foregoing actions may be obtained from The Bank of New York Mellon Trust Company, N.A., Corporate Trust Department, Bondholder Relations, telephone number (800) 254-2826. A form W-9 must be submitted with the 2001A Bonds. Failure to provide a completed form W-9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983. Under the Tax Cuts and Jobs Act of 2017, 24% will be withheld if the tax identification number is not properly certified. Exhibit A-2 If the owner of any 2001A Bond fails to deliver such 2001A Bond to the 2001A Trustee on the Redemption Date, such 2001A Bond shall nevertheless be deemed redeemed on the Redemption Date and the owner of such 2001A Bond shall have no rights in respect thereof except to receive payment of the Redemption Price from funds held by the 2001A Trustee for such payment. Note: The Successor Agency to the Arcadia Redevelopment Agency and the 2001A Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness in the notice or as printed on any 2001A Bond. They are included solely for the convenience of the holders. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as 2001A Trustee [CLOSING DATE], 2020 Exhibit B-1 EXHIBIT B NOTICE OF DEFEASANCE ARCADIA REDEVELOPMENT AGENCY TAX ALLOCATION BONDS (CENTRAL REDEVELOPMENT PROJECT) SERIES 2001A BASE CUSIP 039065 NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2001A Bonds”), which were issued pursuant to the Indenture of Trust, dated as of May 1, 2001 (the “2001A Indenture”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the “Agency”), as successor to the Arcadia Redevelopment Agency, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2001A Trustee”), that the Agency has deposited with The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), cash and federal securities, the principal of and interest on which when paid will provide moneys sufficient to pay on [30 DAYS AFTER CLOSING], 2020, the principal of all outstanding 2001A Bonds maturing after such date, plus accrued interest thereon to such date. The 2001A Bonds were originally issued on June 5, 2001 and are described in the following table. CUSIP Maturity (May 1) Principal Amount Rate BP1 2023 $2,155,000 5.125% In accordance with the 2001A Indenture: (i) the pledge of the Tax Revenues and other funds provided for in the 2001A Indenture and all other obligations of the Trustee and the Agency thereunder with respect to the 2001A Bonds has ceased and terminated, except as set forth in the 2001A Indenture; and (ii) all obligations of the Agency under the Continuing Disclosure Agreement, dated as of May 1, 2001, by and between the Agency, as successor to the Arcadia Redevelopment Agency, and the 2001A Trustee, as dissemination agent, relating to the 2001A Bonds, have been terminated as of the date hereof. No representation is made as to the correctness of the CUSIP number either as printed on any 2001A Bond or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption of the 2001A Bonds. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as 2001A Trustee [CLOSING DATE], 2020 Attachment No. 4 Escrow Agreement – 2010 Bonds ESCROW AGREEMENT (2010 BONDS) THIS ESCROW AGREEMENT (2010 BONDS), dated as of _____ 1, 2020 (the “Agreement”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the “Agency”) and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”) and as 2010 Trustee (as such term is defined herein), is entered into in accordance with a resolution of the Agency adopted on _____ __, 2020, and an Indenture of Trust, dated as of September 1, 2010 (the “2010 Indenture”), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2010 Trustee”). This Agreement is entered into to refund all of the outstanding Arcadia Redevelopment Agency Central Redevelopment Project Subordinate Tax Allocation Bonds, Series 2010 (Taxable) (the “2010 Bonds”). RECITALS A. Pursuant to the 2010 Indenture, the Arcadia Redevelopment Agency previously issued the 2010 Bonds in the aggregate principal amount of $19,830,000, of which $[10,900,000] is currently outstanding. B. The Agency is the successor to the Arcadia Redevelopment Agency. C. The Agency has determined to issue its Central Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable) (the “2020 Bonds”), a portion of the proceeds of which will be applied to pay, on [30 DAYS AFTER REDEMPTION NOTICE DELIVERED], 2020 (the “Redemption Date”), the principal of the outstanding 2010 Bonds maturing after the Redemption Date, plus interest thereon accrued to the Redemption Date, without premium (the “Redemption Price”). D. The Agency will irrevocably deposit moneys with the Escrow Agent, which moneys will be used to purchase the securities that are described on Schedule A (the “Federal Securities”) (as permitted by, in the manner prescribed by and all in accordance with the 2010 Indenture). Such Federal Securities satisfy the criteria established for “Defeasance Securities” in Section 9.03 of the 2010 Indenture, and the principal of and interest on such Federal Securities when paid, together with other moneys contributed by the Agency, will provide funds which will be fully sufficient to pay and discharge the 2010 Bonds. AGREEMENT SECTION 1. Deposit of Moneys. The Agency will cause The Bank of New York Mellon Trust Company, N.A., as trustee for the 2020 Bonds, to transfer a portion of the proceeds of the 2020 Bonds in the amount of $_____ on the date of issuance of the 2020 Bonds to the Escrow Agent for deposit in the Escrow Fund established hereunder. The Agency also hereby directs the 2010 Trustee to transfer $____ held in the funds and accounts relating to the 2010 Bonds to the Escrow Agent for deposit in the Escrow Fund. The Escrow Agent will hold such amounts in an irrevocable escrow separate and apart from other funds of the Agency and the Escrow Agent in a fund hereby created and established to be known as the “Escrow Fund” and to be applied solely as provided in this Agreement. The Agency 2 represents that the sum of the amounts set forth above are at least equal to an amount that is sufficient to purchase the Federal Securities listed on Schedule A, and to hold $___ uninvested as cash. SECTION 2. Investment of Moneys. The Escrow Agent acknowledges receipt of the moneys described in Section 1 and agrees immediately to invest $_____ of such moneys in the Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund. The Escrow Agent shall be entitled to rely upon the conclusion of ____ (the “Verification Agent”) that the Federal Securities listed on Schedule A mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay, on the Redemption Date, the Redemption Price of the outstanding 2010 Bonds maturing after the Redemption Date. SECTION 3. Investment of Any Remaining Moneys. At the written direction of the Agency, together with an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect that reinvestment is permitted under the legal documents in effect with respect to the 2010 Bonds and will not have an adverse effect on the tax status of the 2010 Bonds, the Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, at the written direction of the Agency, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Redemption Date, the Redemption Price of the outstanding 2010 Bonds maturing after the Redemption Date. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 3 which are not required for the purposes set forth in Section 5, as verified in the letter of the Verification Agent originally obtained by the Agency with respect to the refunding of the 2010 Bonds or in any other report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions, shall be paid to the Agency promptly upon the receipt of such interest income by the Escrow Agent. SECTION 4. Substitution of Securities. Upon the written request of the Agency, and subject to the conditions and limitations that are set forth herein and applicable governmental rules and regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the Agency has obtained and delivered to the Escrow Agent: (i) an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect that the substitution of securities is permitted under the legal documents in effect with respect to the 2010 Bonds and will not have an adverse effect on the tax status of the 2010 Bonds; and (ii) a report by a firm of independent certified public accountants to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Redemption Date, the Redemption Price of the outstanding 2010 Bonds maturing after the Redemption Date. The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. 3 SECTION 5. Payment of 2010 Bonds. (a) Payment. From the maturing principal of the Federal Securities and the investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the Escrow Agent shall transfer to the 2010 Trustee for the 2010 Trustee to pay, on the Redemption Date, the Redemption Price of the 2010 Bonds maturing after the Redemption Date, as indicated on Schedule A. (b) Irrevocable Instructions to Provide Notice. The notices that are required to be mailed pursuant to Sections 2.03(b) and 9.03 of the 2010 Indenture are substantially in the forms attached hereto as Exhibits A and B. The Agency has previously instructed the 2010 Trustee to deliver the notice of redemption of the 2010 Bonds in accordance with Section 2.03(b) of the 2010 Indenture. The Agency hereby irrevocably instructs the 2010 Trustee to mail a notice of defeasance of the 2010 Bonds to the parties that described in and otherwise in accordance with Section 9.03 of the 2010 Indenture (including the Municipal Securities Rulemaking Board), as required to provide for the defeasance of the 2010 Bonds in accordance with this Section 5. (c) Unclaimed Moneys. Any moneys in the Escrow Fund which remain unclaimed after the Redemption Date shall be repaid by the Escrow Agent to the Agency. (d) Priority of Payments. The owners of the 2010 Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement. (e) Termination of Obligation. As provided in the 2010 Indenture, upon the deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1, the pledge of the Tax Revenues and other funds provided for in the 2010 Indenture and all other obligations of the Agency thereunder with respect to the 2010 Bonds shall cease and terminate, except as set forth in the 2010 Indenture. SECTION 6. Application of Certain Terms of the 2010 Indenture. All of the terms of the 2010 Indenture relating to the making of payments of principal of and interest on the 2010 Bonds and relating to the exchange or transfer of the 2010 Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Article VI of the 2010 Indenture relating to the resignation and removal and merger of the 2010 Trustee are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder. SECTION 7. Performance of Duties. The Escrow Agent agrees to perform only the duties that are set forth herein and shall have no responsibility to take any action or omit to take any action that is not set forth herein. SECTION 8. Escrow Agent’s Authority to Make Investments. Except as provided in Sections 2, 3 and 4 hereof, the Escrow Agent shall have no power or duty to invest any funds that are held hereunder or to sell, transfer or otherwise dispose of the moneys or securities that are held hereunder. SECTION 9. Indemnity. The Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, 4 save and keep harmless the Escrow Agent and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow Agent at any time (whether or not also indemnified against the same by the Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Agency shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective employees. In no event shall the Agency or the Escrow Agent be liable to any person by reason of the transactions that are contemplated hereby other than to each other as set forth in this Section. The indemnities that are contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. SECTION 10. Responsibilities of Escrow Agent. The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the sufficiency of the moneys held in the Escrow Fund to pay the 2010 Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent that is made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be taken as the statements of the Agency, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds to accomplish the refunding of the 2010 Bonds or to the validity of this Agreement as to the Agency and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. In no event shall the Escrow Agent be liable for any special indirect or consequential damages. The Escrow Agent may consult with counsel, who may or may not be counsel to the Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the Agency. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system 5 specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the Agency shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Agency whenever a person is to be added or deleted from the listing. If the Agency elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The Agency understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Agency. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Escrow Agent shall furnish the Agency with periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the Agency, provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date. Upon the Agency’s election, such statements will be delivered via the Escrow Agent’s online service and upon electing such service, paper statements will be provided only upon request. The Agency waives the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The Agency further understands that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of Securities that is to be submitted pursuant to this Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the Agency with respect to escrowed funds which were to be invested in securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Agency. In the absence of investment instructions from the Agency, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow Agent may conclusively rely upon the Agency’s selection of an alternative investment as a determination of the alternative investment’s legality and suitability and shall not be liable for any 6 losses related to the alternative investments or for compliance with any yield restriction applicable thereto. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent may conclusively rely, as to the trust and accuracy of the statements and correctness of the opinions and the calculations provided to it in connection with this Agreement, and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Agent in accordance with this Agreement and reasonably believed by the Escrow Agent to have been signed or presented by the proper party, and it need not investigate any facts or matter stated in such notice, instruction, request, certificate or opinion. The liability of the Escrow Agent to make any payments under the Agreement shall be limited to the funds in the Escrow Fund. SECTION 11. Amendments. This Agreement is made for the benefit of the Agency and the owners from time to time of the 2010 Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Agent and the Agency; provided, however, that the Agency and the Escrow Agent may, without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2010 Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the owners of the 2010 Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; and (iii) to include under this Agreement additional funds. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various 2010 Bonds or that any instrument that is executed hereunder complies with the conditions and provisions of this Section. SECTION 12. Notice to Rating Agencies. In the event that this agreement or any provision thereof is severed, amended or revoked, the Escrow Agent shall provide written notice of such severance, amendment or revocation to the rating agencies then rating the 2010 Bonds. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2010 Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent pursuant to Section 5(c) of this Agreement. Funds remaining in the Escrow Fund after payment in full of the 2010 Bonds shall be transferred to the Agency. SECTION 14. Compensation. The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the Agency and any other reasonable fees and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow 7 Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services that are rendered or expenses incurred by the Escrow Agent under this Agreement. SECTION 15. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Agency or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void, shall be deemed separate from the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument. SECTION 17. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA. SECTION 18. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the Agency in which is located the office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date. SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the Agency. SECTION 20. Reorganization of Escrow Agent. Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Agent is a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Agent. SECTION 21. Insufficient Funds. If at any time the Escrow Agent has actual knowledge that the moneys and investments in the Escrow Fund, including the anticipated proceeds thereof and earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow Agent shall notify the Agency in writing of the amount thereof and the reason therefor to the extent known to it. The Escrow Agent shall have no responsibility regarding any such deficiency. SECTION 22. Notices. Any notice to or demand upon the Escrow Agent may be served or presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent at 400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Trust, Reference: Arcadia Redevelopment Agency, Series 2001A. Any notice to or demand upon the Agency shall be deemed to have been sufficiently given or served for all purposes by being sent by facsimile or other electronic transmission, overnight mail or courier or mailed by registered or 8 certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Agency at 240 West Huntington Drive, P.O. Box 60021, Arcadia, California 91066 (or such other address as may have been filed in writing by the Agency with the Escrow Agent). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] S-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written. SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY By: Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent and 2010 Trustee By: Authorized Officer Schedule A-1 SCHEDULE A ESCROW REQUIREMENTS Moneys deposited in the Escrow Fund shall be invested as follows: Security Maturity Principal Amount Interest Rate [__] [30 DAYS AFTER DELIVERY OF REDEMPTION NOTICE], 2020 $ % The escrow requirements for the 2010 Bonds are as follows: Period Ending Principal Paid Principal Redeemed Interest Total [30 DAYS AFTER DELIVERY OF REDEMPTION NOTICE], 2020 $ $ $ $ Exhibit A-1 EXHIBIT A CONDITIONAL NOTICE OF FULL OPTIONAL REDEMPTION ARCADIA REDEVELOPMENT AGENCY CENTRAL REDEVELOPMENT PROJECT SUBORDINATE TAX ALLOCATION BONDS, SERIES 2010 (TAXABLE) BASE CUSIP 039065 NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2010 Bonds”), which were issued pursuant to the Indenture of Trust, dated as of September 1, 2010 (the “2010 Indenture”), by and between the Arcadia Redevelopment Agency (the “Agency”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2010 Trustee”), that 2010 Bonds in the amount of $10,900,000 have been called for redemption on [30 DAYS AFTER REDEMPTION NOTICE DELIVERED], 2020 (the “Redemption Date”). The 2010 Bonds were originally issued on September 8, 2010 and are described in the following table. CUSIP Maturity (September 1) Principal Amount Rate Redemption Price CV7 2021 $1,200,000 5.875% 100% CW5 2022 1,265,000 6.000 100 CX3 2023 1,340,000 6.250 100 CY1 2024 2,220,000 6.375 100 CZ8 2025 2,360,000 6.500 100 DA2 2026 2,515,000 6.625 100 The 2010 Bonds will be payable on the Redemption Date at a Redemption Price of 100% of the principal amount plus accrued interest to such date (the “Redemption Price”). The Redemption Price of the 2010 Bonds will become due and payable on the Redemption Date. Interest on the 2010 Bonds will cease to accrue and be payable from and after the Redemption Date, and such 2010 Bonds will be surrendered to the 2010 Trustee. Redemption of the 2010 Bonds is conditional upon the receipt by the 2010 Trustee on or prior to the Redemption Date of moneys that are sufficient to pay the principal of and interest on the 2010 Bonds and, if such moneys have not been so received, this notice shall be of no force and effect and the 2010 Trustee shall not be required to prepay such 2010 Bonds. In such event, the 2010 Trustee has the right to rescind this notice. To receive payment on the Redemption Date, owners of the 2010 Bonds should present and to surrender said 2010 Bonds on the Redemption Date at the address of the 2010 Trustee set forth below: First Class/ Registered/Certified The Bank of New York Mellon Global Corporate Trust P.O. Box 2320 Dallas, Texas 75221-2320 Express Delivery Only The Bank of New York Mellon Global Corporate Trust 2001 Bryan Street, 9th Floor Dallas, Texas 75201 By Hand Only The Bank of New York Mellon Global Corporate Trust Corporate Trust Window 240 Greenwich Street, 1st Floor East New York, New York 10286 Exhibit A-2 Additional information regarding the foregoing actions may be obtained from The Bank of New York Mellon Trust Company, N.A., Corporate Trust Department, Bondholder Relations, telephone number (800) 254-2826. A form W-9 must be submitted with the 2010 Bonds. Failure to provide a completed form W-9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983. Under the Tax Cuts and Jobs Act of 2017, 24% will be withheld if the tax identification number is not properly certified. If the owner of any 2010 Bond fails to deliver such 2010 Bond to the 2010 Trustee on the Redemption Date, such 2010 Bond shall nevertheless be deemed redeemed on the Redemption Date and the owner of such 2010 Bond shall have no rights in respect thereof except to receive payment of the Redemption Price from funds held by the 2010 Trustee for such payment. Note: The Successor Agency to the Arcadia Redevelopment Agency and the 2010 Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness in the notice or as printed on any 2010 Bond. They are included solely for the convenience of the holders. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as 2010 Trustee [30 DAYS BEFORE REDEMPTION DATE], 2020 Exhibit B-1 EXHIBIT B NOTICE OF DEFEASANCE ARCADIA REDEVELOPMENT AGENCY CENTRAL REDEVELOPMENT PROJECT SUBORDINATE TAX ALLOCATION BONDS, SERIES 2010 (TAXABLE) BASE CUSIP 039065 NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2010 Bonds”), which were issued pursuant to the Indenture of Trust, dated as of September 1, 2010 (the “2010 Indenture”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the “Agency”), as successor to the Arcadia Redevelopment Agency, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2010 Trustee”), that the Agency has deposited with The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), cash and federal securities, the principal of and interest on which when paid will provide moneys sufficient to pay on [30 DAYS AFTER DELIVERY OF REDEMPTION DATE], 2020, the principal of all outstanding 2010 Bonds maturing after such date, plus accrued interest thereon to such date. The 2010 Bonds were originally issued on June 5, 2001 and are described in the following table. CUSIP Maturity (September 1) Principal Amount Rate CV7 2021 $1,200,000 5.875% CW5 2022 1,265,000 6.000 CX3 2023 1,340,000 6.250 CY1 2024 2,220,000 6.375 CZ8 2025 2,360,000 6.500 DA2 2026 2,515,000 6.625 In accordance with the 2010 Indenture: (i) the pledge of the Tax Revenues and other funds provided for in the 2010 Indenture and all other obligations of the Agency thereunder with respect to the 2010 Bonds has ceased and terminated, except as set forth in the 2010 Indenture; and (ii) all obligations of the Agency under the Continuing Disclosure Certificate, dated September 8, 2010, of the Agency, as successor to the Arcadia Redevelopment Agency, relating to the 2010 Bonds, have been terminated as of the date hereof. No representation is made as to the correctness of the CUSIP number either as printed on any 2010 Bond or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption of the 2010 Bonds. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as 2010 Trustee [CLOSING DATE], 2020