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Tab_B-1ROSEM EAD COMMUNITY DEVELOPMENT COM M I SSI ON and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 1, 2010 Relating to $11,230,000 Rosemead Community Development Commission Rosemead M erged Project Area Tax Allocation Bonds, Series2010A OHS West:260859868.9 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; EQUAL SECURITY .....2 Section 1.01 Definitions .....2 Section 1.02 Equal Security 17 ARTICLE II THE BONDS; SERIES2010A BOND PROVISIONS 17 Section 2.01 Authorization ...17 Section 2.02 Termsof Series2010A Bonds 18 Section 2.03 Form of Series 2010A Bonds 19 Section 2.04 Redemption of Seri es2010A Bonds; Selection of Bonds; Purchase in Lieu of Redemption; Notice 19 Section 2.05 Execution of Bonds 21 Section 2.06 Transfer and Registration of Bonds 22 Section 2.07 Exchange of Bonds ...22 Section 2.08 Bond Registration Books 22 Section 2.09 Mutilated, Destroyed, Stolen or Lost Bonds 22 Section 2.10 Temporary Bonds 23 Section 2.11 Validity of Bonds 23 Section 2.12 Book-Entry System 23 ARTICLE III ISSUANCE OF SERIES2010A BONDS; APPLICATION OF PROCEEDS OF SALE 25 Section 3.01 Issuance of Series 2010A Bonds 25 Sect ion 3.02 A ppl i cat i on of Proceeds of Sal e of Seri es 2010A B onds and Certai n Other Funds A I I ocati on Among Funds and Accounts.... 25 ARTICLE IV ISSUANCE OF ADDITIONAL BONDS ...25 Section 4.01 Conditions for the Issuance of Additional Bonds 25 Section 4.02 Procedure for the Issuance of Additional Bonds 28 Sect ion 4.03 L i m i t on I ndebtedness 28 ARTICLE V PLE DGED REVENUES; CREATION OF FUNDS 29 Section 5.01 Pledge of Pledged Revenues 29 Section 5.02 Revenue Fund; Debt Service Fund; Receipt and Deposit of Pledged Revenues ...29 Section 5.03 Establ i shment of Funds 30 Section 5.04 Redevelopment Fund 30 OHS West:260859868.9 TABLE OF CONTENTS (continued) Page Section 5.05 Expense Fund 30 Section 5.06 Establ i shment and M ai ntenance of Accounts f or Use of Moneys in the Debt Service Fund 31 Section 5.07 Investment of Moneys in Funds and Accounts 34 ARTICLE VI COVENANTS OF THE AGENCY 35 Section 6.01 Punctual Payment 35 Section 6.02 Against Encumbrances; Limitation on I ssuance of Senior Bonds 35 Section 6.03 Extensi on or Fundi ng of Cl ai ms f or I nterest 35 Section 6.04 Management and Operation of Properties 35 Section 6.05 Payment of Cl ai ms 35 Section 6.06 Books and Accounts, Fi nanci al and Proj ect Statements 36 Section 6.07 Protection of Security and Rights of Owners 36 Section 6.08 Payment of Takes and Other Charges 36 Section 6.09 Fi nanci ng the Proj ect 36 Section 6.10 Taxation of Leased Property 36 Section 6.11 Disposition of Property in Project Area 37 Section 6.12 Amendment of Redevelopment Plan 37 Section 6.13 Tax Revenues 37 Section 6.14 Investment Agreement 37 Section 6.15 Further Assurances 38 Section 6.16 Tax Covenants, Rebate Fund 38 Section 6.17 Agreements with Other Taking Agencies 39 Section 6.18 Housing Fund 39 Section 6.19 Conti nui ng D i scl osure 39 ARTICLE VII THE TRUSTEE 40 Section 7.01 Appointment of Trustee 40 Section 7.02 Acceptance of Trusts ........40 Section 7.03 Fees, Charges and Expenses of Trustee 43 Section 7.04 Noticeto Bond Owners of Default 43 Section 7.05 Intervention by Trustee 43 OHS West:260859868.9 I I TABLE OF CONTENTS (continued) Page Section 7.06 Removal of Trustee 43 Section 7.07 Resignation by Trustee 43 Section 7.08 Appointment of Successor Trustee 44 Section 7.09 Merger or Consol i dati on 44 Section 7.10 Concerning any Successor Trustee 44 Section 7.11 Appointment of Co-Trustee 45 Section 7.12 Limited Liability of Trustee 45 ARTICLE VIII AMENDMENT OF THE INDENTURE 46 Section 8.01 Amendment by Consent of Owners 46 Sect ion 8.02 Disqualified Bonds 47 Section 8.03 Endorsement or Replacement of Bonds After Amendment 47 Section 8.04 Amendment by M utual Consent 47 Section 8.05 Opi ni on of Counsel 47 Section 8.06 Consent of the Bond Insurer 47 ARTICLE IX EVE NTS OF DEFAULT AND REMEDIES OF OWNERS 48 Section 9.01 Events of Default and Acceleration of Maturities .......48 Section 9.02 Application of Funds Upon Acceleration 49 Section 9.03 Other Remedies of Owners 49 Sect ion 9.04 Non-Waiver 50 Section 9.05 Acti ons by Trustee as Attorney-i n-Fact 50 Section 9.06 Remedies Not Exclusive 50 Section 9.07 Owners' Direction of Proceedings 50 Section 9.08 Bond Insurer Deemed Owner 51 Section 9.09 Limitation on Owners' Right to Sue 51 Section 9.10 Bond I nsurer' s D i recti on of Proceedi ngs 52 ARTICLE X DEF EASANCE 52 Section 10.01 D i scharge of Indebtedness 52 Section 10.02 U ncl ai med M oneys 53 ARTICLEXI PROVISIONS RELATING TO THE BOND INSURER .......54 Section 11.01 [ Reserved] 54 ARTICLEXII MISCELLANEOUS .......54 OHS West:260859868.9 i i i TABLE OF CONTENTS (continued) Page Section 12.01 Liability of Agency Limited to Pledged Revenues 54 Section 12.02 Benef i is of Indenture Limited to Parties 54 Section 12.03 Successor I s D eemed I ncl uded I n A I I Ref erences to Predecessor 55 Section 12.04 Execution of Documents by Owners 55 Section 12.05 Wei ver of Personal L i abi I i ty 55 Section 12.06 Acquisition of Bonds by Agency 56 Section 12.07 Destruction of Canceled Bonds 56 Section 12.08 Content of Certificates and Reports 56 Section 12.09 Noticeto Bond Insurer 56 Section 12.10 Funds and Accounts 57 Section 12.11 Arti cl e and Secti on Headi ngs and References 57 Section 12.12 Partial Invalidity 57 Section 12.13 Execution in Several Counterparts 57 Section 12.14 Business Days 57 Section 12.15 Governing Lavr 58 Section 12.16 Notices 58 APPENDIX A FOR M OF SERIES 2010A BOND A-1 OHS West:260859868.9 IV INDENTURE TH I S I N D ENTU RE (the " I ndenture'') dated as of June 1, 2010, by and between the Rosemead Community Development Commission, a public body, corporate and politic, organized and existing under, andbyvirtueof thelavrsof theStateof California (the "Agency"), and U.S. Bank National Association, a national banking association organized and existing under the lays of the United States of America and authorized to accept and execute trusts of the character herein set out with a corporate trust office located in Los Angeles, California, as trustee (the " Trusted'); WITNESSETH: WHEREAS, the Agency is a redevelopment agency, a publ i c body, corporate and pol i ti c dul y created, establ i shed and authori zed to transact busi ness and exerci se i is powers, al I under and pursuant to the Community Redevelopment Lavr (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the " Lavr") and the powers of such Agency i ncl ude the power to i ssue bonds f or any of i is corporate purposes; and WHEREAS, a redevelopment plan for a redevelopment project known and desi gnated as the " Rosemead M erged Proj ect Areas' has been adopted and approved and al I requi rements of I avr f or, and precedent to, the adopti on and approved of sai d pl an have been dul y compliedwith; and WHEREAS, the plan contemplates that the Agency wi I I issue its bonds to finance a portion of the cost of such redevel opment; and WHEREAS, with respect to the area formerly known as the Agency's Redevelopment Project Area No. 1, which is now a component area of the Project Area, the Agency has heretofore issued (i) its Redevelopment Project Area No. 1 Tax A I I ocat i on Refunding Bonds, Series 2006A, in the initial aggregate principal amount of $14,005,000 (the " Series 2006A Bonds") and(ii) its Redevelopment Proj ect A rea N o. 1 Tex A I I ocat i on Refunding Bonds, Series 20066, in the initial aggregate principal amount of $24,230,000 (the "Series 20066 Bonds," and together with the Series 2006A Bonds, the" Senior Bonds'); and WH EREAS, the Seni or Bonds were i ssued pursuant to an I ndenture, dated as of October 1, 1993, as amended by a First Supplement thereto, dated as of Mach 1, 2006, and a Second Supplement thereto, dated asof December 1, 2006, each by and between theAgency and the Trustee or i is predecessor i n i nterest (col I ecti vel y, the " Seni or I ndenture" and WHEREAS, the Agency, by Resolution No. CDC2010-21, adopted on June 22, 2010 (the "Resolution"), authorized the issuance of not to exceed $12,000,000 aggregate principal amount of its Rosemead Merged Project Area Tax Allocation Bonds, Series 2010A (the " Seri es 2010A Bonds") f or the purpose of f i nanci ng porti ons of the redevel opment proj ect; and WHEREAS, the Agency has determined to issue the Series 2010A Bonds pursuant to thi s I ndenture and to secure the Seri es 2010A Bonds i n the manner provi ded herei n; and OHS West:260859868.9 WHEREAS, all things necessary to cause the Series 2010A Bonds, when authenticated by the Trustee and issued as in this Indenture provided, to be I egal , special obligations of the Agency, enforceable in accordance with their terms, and to constitute this Indenture a valid agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the creati on, executi on and del i very of thi s I ndenture and the creation, execution and issuance of the Seri es 2010A Bonds, subj ect to the terms hereof, have in al I respects been duly authorized; NOW THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the pri nci pal or Accreted Val ue of, and the i nterest and premi um, if any, on, al I Bonds at any ti me i ssued and outstandi ng under thi s I ndenture, accordi ng to thei r tenor, and to secure the performance and observance of al I the covenants and condi ti ons therei n and herei n set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by owners thereof, and for other val uabl a consi derati ons, the recce pt whereof i s hereby acknowl edged, the Agency does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to time of the Bonds, as f of I ows. ARTICLE I DEFI NI TI ONS; EQUAL SECURITY Section 1.01 Definitions Unless the context otherwise requires, the terms defined in this section shall for all purposes of this Indenture and of the Bonds and of any certificate, opinion, report, request or other document herein or therein mentioned have the meani ngs herei n specified. Accreted Value The term "Accreted Value" means, with respect to any Capital Appreciation Bond, an amount equal to the pri nci pal amount of such Bond, pl us i nterest accrued thereon f rom its Dated Date compounded on each June 1 and December 1, (through and i ncl udi ng the maturity date of such Bond) at the " on gi nal i ssue yi el d" f or such Bond; provi ded, that the Accreted Val ue on any date other than June 1 and December 1 shad I be cal cul aced by strai ght I i ne i nterpol ati on of the Accreted Val ues as of the i mmedi atel y precedi ng and succeedi ng June 1 and December 1. The term " on gi nal i ssue yi el d" means, with respect to any parti cud ar Bond, the yi el d to maturity of such Bond from the initial date of delivery thereof calculated on the basis of semiannual compounding on each June 1 and December 1. Agency Theterm "Agency" meansthe Rosemead Community Development Commission, a publ i c body, corporate and politic, duly organized and existing under and pursuant to the L avr. OHS West:260859868 2 Agency Indebtedness The term "Agency I ndebtedness" means any obl i gati on the payment of whi ch i s to be made i n whol e or i n part (but if i n part, onl y to the extent of that part) out of takes al I ocated to the Agency pursuant to Section 33670 of the Law. For purposes of determining compliance with the covenant contained in Section 4.03 hereof thefolIowing assumptionsshed l apply: (i) the principal and interest remaining to be paid on Agency Indebtedness shal I i ncl ude onl y such amounts as are schedul ed to be pai d by the Agency pursuant to the terms of the I oan or other form of agreement under whi ch such Agency I ndebtedness was incurred. Agency Indebtedness without a stated maturity shall be deemed to mature on the I ater of the f i nal maturi ty date of the Bonds or the Seni or Bonds. (i i) Amounts scheduled to be paid by the Agency shall include regularly scheduled principal and interest payments, including, amounts payable pursuant to any mandatory redemption provision. (iii) Agency I ndebtedness beari ng i nterest at a vari abl a rate of i nterest shad I be deemed to accrue interest at the lesser of the maxi mum rate specified pursuant to the terms of the I oan or other f orm of agreement under whi ch such Agency I ndebtedness was incurred or 12% per annum. A I I ocabl e Proi ect A rea N o. 1 Bond Debt Servi ce The term "Allocable Project Area No. 1 Debt Service' means an amount of Project Area No. 1 Component Tax Revenues equal to Annual Debt Service on a principal amount of Bonds issued prior to June 22, 2013 and maturing on or before December 1, 2023, as cal cul aced and set f orth i n a Consul tart's Report. Annual Debt Service, Mevimum Annual Debt Service, AverageAnnual Debt Service The term "Annual Debt Service' means, for each Bond Year, the sum of (1) the interest falling due on the Outstanding Bonds in such year, assuming that the Outstanding Serial Bonds are retired as scheduled and that the Outstanding Term Bonds, if any, are redeemed from the si nki ng account as may be schedul ed, (2) the pri nci pal amount of the Outstandi ng Seri al Bonds, if any, falling due by their terms in such year, and (3) the minimum amount of such Outstandi ng Term Bonds requi red to be pai d or cal I ed and redeemed i n such year; provi ded that Annual Debt Service shall be reduced by the amount of any Subsidy Payment made or to be made in connection with any Series of Bonds. The term "Madmum Annual Debt Service' means the largest Annual Debt Service during the period from the date of such determination through the final maturity date of any Outstanding Bonds. The term "Average Annual Debt Service' means the aggregate Annual Debt Service divided by the number of twelve-month periods ending on December 1 (including any fractional periods) remaining until the I ast maturity date of any Outstanding Bond. OHS West:260859868 3 To the extent appropriate, these terms may be used with respect to obligations other than the Bonds, including the Senior Bonds. Assessed Val ue The term "Assessed Val ue" shad I mean the val ue of property as determi ned by the County and as set forth in a Consultant's Report. Authorized Denominations The term "Authorized Denominations' means, with respect to Current Interest Bonds, $5,000 and any integral multiple of $5,000 and, with respect to Capital Appreciation Bonds, $5,000 maturity amount, being denominations of initial principal amount for Capital Appreciation Bondsof the corresponding maturity, or any integral multiple thereof. Authorized Investments The term "Authorized Investments' means any of the f of I owing which at the ti me of investment are legal investments under the laws of the State of California for the moneys proposed to be i nested therei n, f or al I purposes, i ncl udi ng def easance i nvestments i n ref undi ng escrow accounts: and (1) Cash (insured at all times by the Federal Deposit Insurance Corporation) (2) Obl i gati ons of, or obl i gati ons guaranteed as to pri nci pal and i nterest by, the U. S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U. S. including: • U. S. treasury obligations • A I I di rect or f ul I y guaranteed obl i gati ons • Farmers Home Admi ni strati on • General Services Administration • Guaranteed T i t I e X I f i nanci ng • Government National MortgageAssociation (GNMA) • State and Local Government Series Any security used for defeasance must provide for the timely payment of principal and interest and cannot be cal I abl e or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a f ixed par vat ue and/or whose terms do not promi se a f ixed dollar amount at maturity or cal I date). To the extent permitted by law, the Local Agency Investment Fund administered by the State of California Treasurer's office and the following obligations are permitted i nvestments for al I purposes other than defeasance i nvestments i n ref undi ng escrow accounts. (1) Obligations of any of the following federal agencies which obligations represent the fulI faith and credit of the United Statesof America, including: OHS West:260859868 4 • Export-Import Bank • Rural Economic Community Development Administration • U.S. MaritimeAdministration • Small BusinessAdministration • U.S. Department of Housing & Urban Development (PHAs) • Federal Housing Administration • Federal Fi nanci ng Bank (2) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by thefull faith and credit of the United States of America • Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC). • Obl i gati ons of the Resol uti on Fundi ng Corporati on (REFCORP) • Senior debt obl i gati ons of the Federal Home Loan Bank System • Senior debt obligations of other Government Sponsored Agencies approved by the Bond Insurer (3) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks (which may include the Trustee and its aff i I i ates) which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank). (4) Commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by M oody' s and "A-1+" by S&P and which matures not more than 270 calendar days after the date of purchase. (5) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P including funds for which the Trustee, its parent holding company, if any, or any aff i I i ates or subsidiaries of the Trustee provide investment advisory or other management services. (6) Pre-refunded Municipal Obligations defined as follows. any bonds or other obligati ons of any state of the U ni ted States of America or of any agency, instrumentality or I ocal governmental uni t of any such state whi ch are not cal I abl e at the opti on of the obl i gor pri or to maturi ty or as to whi ch i rrevocabl e i nstructi ons have been gi ven by the obl i gor to cal I on the date sped f i ed i n the noti ce; and (A) which are rated, based on an irrevocable escrow account or fund (the it escrow" i n the hi ghest rati ng category of M oody' s or S& P or any successors thereto; or (B) (i) whi ch are f ul I y secured as to pri nci pal and i nterest and redempti on premi um, if any, by an escrow consi sti ng onl y of cash or obl i gati ons descri bed i n paragraph (2) above, whi ch escrow may be appl i ed onl y to the payment of such pri nci pal of and i nterest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates OHS West:260859868 5 thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (i i) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specif i ed in the irrevocable instructions referred to above, as appropri ate. (7) M uni ci pal Obl i gati ons rated "Aaa(AAA" or general obl i gati ons of States wi th a rati ng of "A2/A" or hi gher by both M oody' s and S& P. (8) Investment agreements, funding agreements, repurchase agreements or guaranteed i nvestment contracts approved by the Agency wi th a f i nanci al i nsti tuti on rated i n one of the two hi ghest rati ng categori es by both M oody' s and S& P wi thout regard to pl us, m i nus or numerical notation, or approved in writing by the Bond Insurer (supported by appropriate opinions of counsel). (9) Any state-administered pool investment fund in which the Agency is statutorily permitted or required to invest; provided, that such investment is held in the name and to the credit of the Trustee. (10) Shares in a California common I avr trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State of California, as it may be amended; provided that such shares are hel d i n the name and to the credi t of the Trustee. (11) Other forms of investments which, if amounts are invested therein, will not as a resul t of such i nvestment, reduce the rati ng on the Bonds, or are otherwi se approved i n writi ng by the Bond Insurer. Book-Entry Bonds The term " Book-Entry Bond' means Bonds of any Series registered in the name of the Nominee of a Depository as the Owner thereof pursuant to the terms and provisions of Section 2.12 hereof. Bonds, Series2010A Bonds, Additional Bonds, Serial Bonds, Term Bonds The term " Bonds" means the Series 2010A Bonds and all Additional Bonds. The term "Series 2010A Bond' means the Rosemead Community Development Commission, Rosemead Merged Proj ect A rea Tax A I I ocat i on Bonds, Series 2010A . The term "Additional Bond' means all tax allocation bonds of the Agency authorized and executed pursuant to this Indenture and issued and delivered in accordance wi th Article IV. OHS West:260859868 6 The term " Seri al Bonds" means Bonds for whi ch no mandatory si nki ng account payments are provi led. The term "Term Bonds" means Bonds which are payable on or before their specified maturity dates f rom mandatory sinking account payments establ i shed for that purpose and calculated to retire such Bonds on or before their specified maturity dates. Bond Insurance Pol icy The term " Bond I nsurance Pol i cy" means each muni ci pal bond i nsurance pol i cy, if any, i ssued by the appl i cabl e Bond I nsurer and guarantee ng, i n whol e or i n part, the payment of pri nci pal or Accreted Val ue of and interest on a Series of Bonds. Bond I nsurer The term " Bond I nsurer" means any i ssuer or i ssuers of a pol i cy or pol i ci es of muni ci pal bond i nsurance obtai ned by the Agency to i nsure the payment of pri nci pal or Accreted Val ue of and i nterest on a Seri es of Bonds i ssued under thi s I ndenture, when due otherwi se than by acceleration, and which, in fact, are at any time insuring such Series of Bonds. For the purposes of thi s def i ni ti on, al I consents, approval s or acti ons requi red by the Bond I nsurer shad I be unani mous acti on of al I Bond I nsurers if there i s more than a si ngl a Bond I nsurer. There i s no Bond Insurer with respect to the Series 2010A Bonds. If there is no Bond Insurer for any Series of Bonds issued hereunder, any requirement for Bond Insurer consent, approval or action for any purpose hereunder shad I not be appl i cabl e. Bond Obl i gati on The term " Bond Obl i gati on" means, as of any gi ven date of cad cud ati on, (1) wi th respect to any Outstanding Current Interest Bond, the principal amount of such Bond, and (2) with respect to any Outstanding Capital Appreciation Bond, the Accreted Value thereof as of the June 1 or December 1 next precedi ng such date of cad cud ati on (unl ess such date of cad cud ati on i s a June 1 or December 1, i n whi ch case as of such date). Bond Year The term "Bond Year" means (i) with respect to the initial Bond Year, the period extendi ng f rom the date the Seri es 2010A Bonds are on gi na1 I y del i vered to December 1, 2010, and (ii) thereafter, each twelve month period extending from the day immediately following December 1 in any calendar year to the December 1 in the next following calendar year, all dates inclusive. Notwithstanding the f oregoi ng, the term Bond Year as used in Section 6.16 hereof is defined in the manner set forth i n the Tax Certificate. Build America Bonds The term "Build America Bond' means Bonds that are described in Section 54AA of the Code. OHS West:260859868 7 Capital Appreciation Bond The term "Capital Appreciation Bond' means Bonds the interest on which is payable at maturity and compounded semiannual lyon each Interest Payment Date through and including the maturity dates thereof. Certificateof theAgency The term "Certificate of the Agency" means an instrument in writing signed by the Chairperson of the Agency, the Executive Director of the Agency, or by any other officer of the Agency duly authorized by the Agency for that purpose. city The term "City" means the Ci ty of Rosemead, California Code The term " Code' means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Combined Component Tax Revenues The term "Combined Component Tax Revenues" means Project Area No. 1 Component Tax Revenues and Project Area No. 2 Component Tax Revenues. Consultant's Report The term "Consultant's Report" means a report signed by an Independent Fi nanci al Consul tant or an I ndependent Redevel opment Consul tant, as may be appropri ate to the subject of the report, and including: (1) a statement that the person or f i rm maki ng or gi vi ng such report has read the pertinent provisions of this Indenture to which such report relates, (2) a brief statement as to the nature and scope of the examination or investigation upon which the report is based; (3) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said Independent Financial Consultant or Independent Redevelopment Consultant to express an informed opi ni on wi th respect to the subj ect matter referred to in the report. County Agreement The term "County Agreement" means the Agreement for Reimbursement of Tax Increment Funds (Rosemead Redevelopment Agency Project Area No. 1), madeand entered into on July 1, 19887 by and among the Agency, the County, the County Public Library and the Consolidated Fire Protection District. OHS West:260859868 8 Current Interest Bond The term " Current I nterest Bonds" means Bonds the i nterest on whi ch i s payabl e on June 1 and December 1 of each year through and i ncl udi ng the maturity dates thereof. Dated Date The term " Dated Date' means with respect to any Series of Bonds, the date of the i ni ti al i ssuance and del i very of such Seri es of Bonds. Depository The term "Depository" means the securities depository acting as Depository pursuant to Section 2.12 hereof. DTC The term " DTC" means The Depository Trust Company, Nedv York, New York, and its successors and assigns. Federal Securities The term "Federal Securities' means, to the extent permitted by law, the following, as and to the extent that such securities are el i gi bl e for the legal investment of Agency f unds: 1. Cash deposits (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in the next paragraph). 2. Direct obligations of (including obligations issued or held in book entry form on the books of the Department of Treasury) the United States of America In the event these securities are used for def easance, they shall be non-cal I abl a and non-prepayable. 3. Obl i gati ons of the f of I owi ng f ederal agenci es so I ong as such obl i gati ons are backed by the full faith and credit of the United States of America (in the event these securities are used for def easance, they shall be non-cal I abl a and non-prepayable): a U.S. Export-Import Bank (Eximbank) b. Rural Economic Community Development Administration C. Federal Financing Bank d. U.S. MaritimeAdministration e. U.S. Department of Housing and Urban Development (PHAs) f. General Services Administration g. Small BusinessAdministration h. Government National MortgageAssociation (GNMA) OHS West:260859868 9 Federal Housing Administration Farm Credi t System Fi nanci al Assi stance Corporati on The Trustee may rely upon any investment direction of the Agency as a certi f i cati on that such i nvestments are I egal i nvestments f or Agency f unds. Fiscal Year The term " Fiscal Year" means the period commencing on July 1 of each year and terminating on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the Agency as its Fiscal Year in accordance with the Lavr and identified inwritingtotheTrustee. Housing Fund The term " Housi ng Fund" means the Low and Moderate Income Housi ng Fund established pursuant to Section 33334.3 of the Lavr and held by the Agency. I MPHi irP The term " I ndenture" means thi s I ndenture and al I Suppl emental I ndentures. I ndependent Certif i ed Publ i c Accountant The term "Independent Certified Public Accountant" means any certified public accountant or firm of such accountants duly I i censed and entitled to practice and practicing as such under the I airs of the State of Cal if orni a, appointed and pai d by the Agency, and who, or each of whom: (1) is in fact independent and not under the dom i nat i on of the A gency; and (2) does not have any substantial interest, direct or indirect, with the Agency; (3) is not connected with the Agency as a member, officer or employee of the Agency, but who may be regularly retained to make annual or other audits of the books of or reports to the Agency. Independent Financial Consultant The term " I ndependent Fi nanci al Consul tant" means a f i nanci al consul tant or f i rm of such consultants general I y recognized to be well qualified in the financial consulting field, appointed and paid by the Agency and who, or each of whom: (1) is i n f act independent and not under the domination of the A gency; and (2) does not have any substantial interest, direct or indirect, with the Agency; OHS West:260859868 10 (3) is not connected with the Agency as a member, officer or employee of the Agency, but who may be regularly retained to make annual or other reports to the Agency. Independent Redevelopment Consultant The term " Independent Redevelopment Consultant" means a consultant or firm of such consul tants general I y recogni zed to be wet I qual i f i ed i n the f i el d of consul ti ng rel ati ng to tax al I ocat i on bond financing by California redevelopment agencies, appointed and paid by the Agency, and who, or each of whom: (1) (2) and (3) Agency, but Agency. Information Services is i n f act independent and not under the dom i nat i on of the A gency; does not have any substantial interest, direct or indirect, with the Agency; is not connected with the Agency as a member, officer or employee of the who may be regularly retained to make annual or other reports to the The term "Information Servi cep' means Financial Information, I nc.' s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, Nedv Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 55 Broad Street, 28th Floor, New York, New York 10004; M oody' s " M uni ci pal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal Nears Reports, and Standard and Poor's"Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; or to such other addresses and/or such other services providing information with respect to called bonds as the Agency may desi gnate to the Trustee i n writing. Interest Payment Date The term " Interest Payment Date' means each June 1 or December 1 on which interest on any Series of Bonds is scheduled to be paid, commencing December 1, 2010 with respect to the Seri es 201 OA Bonds. Investment Agreement The term " Investment Agreement" means an investment agreement or guaranteed i nvestment contract by and between the Trustee and a nati onal or state chartered bank or savi ngs and loan institution (including the Trustee) or other financial institution the long-term debt obl i gati ons of whi ch are rated "A" or hi gher by Standard & Poor' s Corporati on or "A" or hi gher by M oody' s I nvestors Servi ce, respecti ng the i nvestment of moneys i n certai n f unds or accounts establ i shed pursuant to thi s I ndenture. OHS West:260859868 11 Lair The term "Lair" means the Community Redevelopment Lair of the State of California (being Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended), and al I I airs amendatory thereof or suppl emental thereto. Letter of Representations The term "Letter of Representation' means the letter of the Agency and the Trustee del i vered to and accepted by the Deposi tory on or pri or to the i ssuance of a Seri es of Book-Entry Bonds setting forth the basis on which the Depository serves as depository for such Book-Entry Bonds, as on gi nal I y executed or as i t may be suppl emented or revi sed or repl aced by a I etter to a substi tute depository. Nominee The term " Nomi nee" shad I mean the nomi nee of the Deposi tory, whi ch may be the Depository, as determined from time to time pursuant to Section 2.12 hereof. Outstandi ng The term "Outstanding" when used as of any particular time with reference to Bonds, means (subj ect to the provisions of Section 8.02) al I Bonds except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancel I at ion; (2) Bonds paid or deemed to have been paid within the meaning of Section 10.01; and (3) Bonds i n l i eu of or i n substi tuti on for whi ch other Bonds shed I have been authori zed, executed, i ssued and del i vered by the Agency pursuant to thi s I ndenture. Owner The term " Owner" means the registered owner of any Outstandi ng Bond. Parti ci pants The term " Parti ci pants" shall mean those broker-dealers, banks and other financial institutions from time to time for which the Depository holds Book-Entry Bonds as securities depository. Plan Limit The term" Plan Limit" means the limitation contained in the Redevelopment Plan on the number of dol I ars of takes which maybe divided and al located to the Agency pursuant to the Redevelopment Plan. OHS West:260859868 12 PI edaed Revenues The term " PI edged Revenues' means Combined Component Tax Revenues and Subsi dy Payments; provi ded that to the Extent I egal I y avai I abl e, Proj ect Area No. 1 Component Tax Revenues shad I be appl i ed to the payment of the pri nci pal of and i nterest on Bonds i ssued hereunder prior to the use of any other Pledged Revenues. Pri nci pal Corporate Trust Off i ce " Pri nci pal Corporate Trust Off i cd' means the corporate trust off i ce of the Trustee at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071, Attention: Corporate Trust Services, provided, however, for that with respect to presentation of Bonds for payment or for regi strati on of transfer and exchange such term shad I mean the off i ce or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted" or such other off i ce desi gnated by the Trustee f rom ti me to ti me. Principal Payment Date The term " Pri nci pal Payment Date' means any date on whi ch pri nci pal on any Seri es of Bonds i s schedul ed to be pai d, whi ch dates shad I be as set forth i n Secti on 2.02 hereof for the Series 2010A Bonds. Project The term "Project" means the undertaking of the Agency pursuant to the Redevelopment Plan and the Lair for the redevelopment of the Project Area Prom ect Area PI an. The term " Project A reei' means the project area described in the Redevelopment Prom ect Area No. 1 Component The term " Project Area No. 1 Component" means the redevelopment project area formerly designated as the Agency's " Project Area No. 1" described in the redevelopment plan approved and adopted by Ordinance No. 340, adopted by the City Council of the City on June 22, 1972. Project Area No. 1 Component Tax Revenues The term " Project Area No. 1 Component Tax Revenues" means Surplus Tax Revenues derived from the Project Area No. 1 Component of the Project Area Project Area No. 2 Bonds The term "Project Area No. 2 Bonds" means tax allocation bonds of the Agency authorized and executed pursuant to this Indenture and issued and delivered in accordance wi th OHS West:260859868 13 Article IV hereof of ter June 22, 2013 whi ch are secured solely by Project Area No. 2 Component Tax Revenues. Prom ect Area No. 2 Component The term " Project Area No. 2 Component" means the redevelopment project area formerly designated as the Agency's " Project Area No. 2" described in the redevelopment plan approved and adopted by Ordinance No. 809, adopted by the City Council of the City on June 27, 2000. Project Area No. 2 Component Tax Revenues The term "Project Area No. 2 Component Tax Revenues" means Tax Revenues derived from the Project Area No. 2 Component of the Project Area Qual if i ed Reserve Instrument The term "Qualified Reserve Instrument" means a letter of credit meeting the requi rements of Secti on 5.06(4)(b) or an i nsurance pol i cy meeti ng the requi rements of Secti on 5.06(4)(c). Rprnrd n;4p The term "Record Date' means the 15th day of the month next preceding each I nterest Payment Date, whether or not such day i s a busi ness day. Redevelopment Plan The term " Redevelopment Plan" means the redevelopment plan for the Rosemead Merged Project Area, adopted and approved as the Redevelopment Plan for the Project, by the City Council of the City by Ordinance No. 871, adopted on March 10, 2009, together with all amendments thereto thereafter made in accordance with the Lair. Reserve Account Regui rement The term " Reserve Account Requi rement" means an amount equal to the I esser of (i) ten percent (10%) of the proceeds (within the meaning of Section 148 of the Code) of each Series of Bonds Outstanding, (ii) 125% of Average A nnual Debt Service of such Bonds or (iii) Maximum Annual Debt Service on all Outstanding Bonds. Securi ti es Deposi tori es The term "Securities Depositories" shall mean: The Depository Trust Company, 55 Water Street, 50th Floor, Nedv York, N.Y. 10041-0099 Attn. Call Notification Department, Fax (212) 855-7232; or to such other addresses and/or such other securities depositories as the Agency may desi gnate to the Trustee in writing. OHS West:260859868 14 Senior Bonds The term "Senior Bonds" means (i) the outstanding amount of, Rosemead Community Development Commission, Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series 2006A, (ii) the outstanding amount of Rosemead Community Development Commission, Redevelopment Project Area No. 1 Tax A I I ocat i on Refunding Bonds, Series 20066 and (iii) any Additional Senior Bonds authorized to be issued pursuant to Sect ion 6.02 hereof. Senior Bond Annual Debt Service The term "Senior Bond Annual Debt Service" means the sum of (1) the interest fal I i ng due on Seni or Bonds, (2) the pri nci pal amount of such seri al Seni or Bonds fal I i ng due by their terms and (3) the amount of scheduled minimum sinking fund payments required to be made with respect to any such term Senior Bonds, as computed for the twelve-month period ending June 30 to whi ch reference is made. Senior Bond Average Annual Debt Service The term "Senior Bond Average Annual Debt Service" means the sum of the Senior Bond Annual Debt Service becoming due in the then current and any future Fiscal Year, divided by the number of twelve-month periods ending on June 30 (including any fractional periods) remaining until the I ast maturity date of any outstanding Senior Bond. Senior Indenture The term " Seni or I ndenture" means that certai n I ndenture of Trust, dated as of October 1, 1993, as amended by a Fi rst Supplemental I ndenture, dated as of Mach 1, 2006 and a Second Supplemental Indenture, dated as of December 1, 2006, each between the Agency and the Trustee, as hereaf ter amended. Senior Trustee The term "Senior Trustee' means U. S. Bank National Association, in its capacity as trustee under the Senior Indenture, or any successor trustee thereunder. Seri es The term " Seri es" , when used wi th reference to the Bonds, means al I of the Bonds authenticated and delivered on original issuance and identified pursuant to this Indenture or a Supplemental Indenture authorizing such Bonds as a separate Series of Bonds, and any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to this I ndenture. Si nki ng Account I nstal I ment The term " Si nki ng Account I nstal I ment" means the amount of money requi red by or pursuant to thi s I ndenture to be pai d by the Agency on any si ngl a date toward the reti rement OHS West:260859868 15 of any particular Term Bonds of any particular Series on or prior to their respective stated maturities. Si nki na Account Payment Date The term " Si nki ng Account Payment Date" means any date on whi ch Si nki ng Account I nstal I ments on any Seri es of Bonds are schedul ed to be pai d. Subsidy Payment " Subsidy Payments" means any payments by the federal government on account of the issuance of Build America Bonds pursuant to the federal American Recovery and Reinvestment Act of 2009 or any successor legislation, received by or on behalf of the A gency in connection with a debt service obligation of the Agency related to Bonds. Supplemental Indenture The term " Suppl emental I ndenture" means any i ndenture then i n f ul I f orce and effect which has been entered into by the Agency and the Trustee, amendatory of or suppl emental to thi s I ndenture, but onl y if and to the extent that such Suppl emental I ndenture i s specif iced I y authorized hereunder. Surplus Tax Revenues The term " Surpl us Tax Revenues" means al I of the Tax Revenues rel eased f rom the pl edge and I i en of the Seni or I ndenture pursuant to Secti on 5.02 or Secti on 5.07(5) of the Senior Indenture. Surplus Tax Revenues shall also include Tax Revenues which may be required by the Lavr to be set aside for certain housing purposes, if such amounts may be I avrf ul I y made avai I abl a as Tax Revenues. Tax Certificate The term "Tax Certificate" means the Tax Certificate dated the date of the on gi nal del i very of each Seri es of Bonds (except any Seri es of Bonds whi ch i s not i ntended to meet the requi rements f or tax exempti on under the Code) rel ati ng to the requi rements of the Code, as each such certif i cate may f rom ti me to ti me be modif i ed or suppl emented i n accordance with the terms thereof. Tax-Exempt Bonds The term "Tax-Exempt Bond' means Bonds that are descri bed i n Secti on 103(a) of the Code. Tax Revenues The term " Tax Revenues" means, f or each Bond Year, the takes (i ncl udi ng al I payments, rei mbursements and subventi ons, if any, specif i cal I y attri butabl a to ad val orem takes I ost by reason of tax exempti ons and tax rate I i m i tati ons) el i gi bl e f or al I ocati on to the Agency OHS West:260859868 16 pursuant to the Law in connection with the Project Area as provided in the Redevelopment Plan (excluding to the extent there are any (i) amounts received by the Agency pursuant to Section 16111 of the Government Code, (i i) amounts payabl a pursuant to the County Agreement and (i i i ) amounts payabl a to taxi ng agenci es pursuant to Secti on 33607.5 of the Law, except to the extent that such payments are subordinated pursuant to Subsection (e) of such Section 33607.5. "Tax Revenues" include amounts deposited by the Agency in the Housing Fund pursuant to Section 33334.2 or Section 33334.6 of the Law, as provided in the Redevelopment Plan, but only to the extent such amounts are used to pay pri nci pal or i nterest or other f i nanci ng charges with respect to Bonds i ssued to i ncrease, i mprove or preserve the suppl y of I ow and moderate i ncome housi ng within or of benefit to the Project Area Trustee The term "Trusted' means such trustee at its principal corporate trust office in Los Angeles, California, as may be appointed by the Agency and acting as an independent trustee with the duties and powers herein provided, and its successors and assigns, or any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01. Written Request of theAgency The term " Wri tten Request of the Agency" means an i nstrument i n wri ti ng si gned by the Chairperson of the Agency, the Executive Director of the Agency, or by any other officer of the Agency duly authorized by the Agency for that purpose. Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract between the Agency and the Trustee for the benefit of Owners from time to time of all Bonds i ssued hereunder and then Outstandi ng to secure the f ul I and f i nal payment of the i nterest on and principal or Accreted Value of and redemption premiums, if any, on all Bonds authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provi si ons herei n contai ned; and the agreements and covenants herei n set f orth to be perf ormed on behalf of the Agency shedI befor the equal and proporti onate benef i t, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any Bonds over any other Bonds. ARTICLE I I TH E BONDS; SERI ES 2010A BOND PROVI SI ONS Section 2.01 Authorization. Bonds in unlimited amount may be issued at any time under and subject to the terms of this Indenture. The Agency has revi eared all proceedings heretofore taken relative to the authorization of the Series 2010A Bonds and has found, as a result of such revi env, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the issuance of the Series 2010A Bonds do exist, have happened and have been performed in due ti me, form and manner as requi red by I aw, and the Agency i s now dul y authorized, pursuant to OHS West:260859868 17 each and every requi rement of I atr, to i ssue the Seri es 2010A Bonds i n the manner and f orm provided in this Indenture. Accordingly, the Agency hereby authorizes the issuance of the Seri es 2010A Bonds f or the purpose of provi di ng f unds to ai d i n f i nanci ng or ref i nanci ng the Proj ect. Section 2.02 Terms of Series2010A Bonds The Series 2010A Bonds consist of Current Interest Bonds as herei natter described. (a) A series of Bonds to be issued under this Indenture is hereby created and such Bonds are designated as the"Rosemead Community Development Commission, Rosemead Merged Project, Tax Allocation Bonds, Series 2010A" (herein cal I ed the "Series 2010A Bond'). The aggregate pri nci pal amount of Seri es 2010A Bonds whi ch may be i ssued and outstanding under this Indenture shad I not exceed $11,230,000. (b) The Seri es 2010A Bonds shad I be dated the Dated Date, shad I bear i nterest, at such rate or rates and shad I mature and become payabl e on December 1 i n each of the years as to pri nci pal i n the amounts, as set forth bed ow: Year Pri nci pal Interest Rate (December 1) Amount Per Annum 2011 $ 200,000 3.000% 2012 750,000 3.000 2013 770,000 2.750 2014 800,000 3.125 2015 815,000 3.500 2016 850,000 4.000 2017 885,000 4.250 2018 915,000 4.375 2019 960,000 4.500 2020 1,000,000 4.750 2023 3,285,000 5.000 (c) I nterest on the Seri es 2010A Bonds shad I be computed on the basi s of a 360 day year of twelve 30 day months. The Series 2010A Bonds shall be issued as fully registered bonds in Authorized Denominations. The Series 2010A Bonds shall be numbered as determined by the Trustee. The Series 2010A Bonds shall bear interest from the Interest Payment Date next preceding the date of registration thereof, unless such date of registration is duri ng the peri od f rom the 16th day of the month next precedi ng an I nterest Payment Date to and i ncl udi ng such I nterest Payment Date, i n whi ch event they shad I bear i nterest f rom such I nterest Payment Date, or unless such date of registration is on or before the fifteenth day of the month next precedi ng the f i rst I nterest Payment Date, i n whi ch event they shad I bear i nterest f rom thei r Dated Date, provided, however, that if, at the time of registration of any Series 2010A Bond, interest i s then in default on the Outstandi ng Series 2010A Bonds, such Series 2010A Bond shall bear interest from the Interest Payment Date to which interest previously has been paid or made avai I abl e f or payment on the Outstandi ng Seri es 2010A Bonds. Payment of i nterest on the Seri es 2010A Bonds due on or before the maturity or prior redemption of such Series 2010A Bonds OHS West:260859868 18 shal I be made to the person whose name appears on the bond registration books of the Trustee as the registered owner thereof, as of the close of business on the 15th day of the month next preceding the Interest Payment Date, such interest to be paid by check mailed on each Interest Payment Date by f i rst cl ass mai I to such regi stered owner at hi s address as i t appears on such books, or, upon written request received by the Trustee prior to the fifteenth day of the month preceding an Interest Payment Date, of an Owner of at least $1,000,000 in aggregate principal amount of Seri es 2010A Bonds, by wi re transfer i n i mmedi atel y avai I abl e f unds to an account within the United States designated by such Owner. Principal of and redemption premiums, if any, on the Series 2010A Bonds shall be payable upon the surrender thereof at maturity or the earlier redemption thereof at the Pri nci pal Corporate Trust Off i ce of the Trustee. Pri nci pal of and redempti on premi ums, if any, and i nterest on the Seri es 2010A Bonds shad I be pai d i n I avrf ul money of the U ni ted States of America Section 2.03 Form of Series 2010A Bonds The Series 2010A Bonds, the authentication and registration endorsement and the assignment to appear thereon shall be substantially in the forms attached hereto as Appendix "A", with necessary or appropriate variations, omissions and insertions as permitted or required by this Indenture. Section 2.04 Redemption of Series 2010A Bonds; Selection of Bonds; Purchase in Lieu of Redemption; Notice. (a) Optional Redemption. The Series 2010A Bonds maturing on or before December 1, 2020 are not subject to optional redemption prior to their maturities. The Series 2010A Bonds maturing on and after December 1, 2021, shall be subject to redemption prior to their respective maturities at the option of the Agency on or after December 1, 2020, as awhode on any date, or in part (in such amounts and maturities as are designated to the Trustee by the Agency no later than 45 days prior to the redemption date or, if the Agency fails to designate such maturities, on a proportional basis among maturities) on any date, from funds derived by the Agency from any source, at the principal amount of Series 2010A Bonds called for redemption), together with interest accrued thereon to the datefixed for redemption. (b) Mandatory Sinking Fund Redemption. The Series 2010A Term Bonds maturi ng on December 1, 2023 shad I al so be subj ect to mandatory redempti on i n part by I of on December 1 in each year, commencing December 1, 2021, from Sinking Account Installments deposited i n the Si nki ng Account, at the pri nci pal amount thereof pl us i nterest accrued thereon to the date fixed for redemption, without premium, in the aggregate respective principal amounts and in the respective years asset forth in the f of I owi ng tables: OHS West:260859868 19 Seri es 2010A Term Bonds M aturi ng December 1, 2023 Si nki ng Fund Redemption Date Principal Amount of (December 1) Term Bonds to Be Redeemed 2021 $1,050,000 2022 1,100, 000 2023 1,135, 000 (c) Selection of Bonds. Whenever less than all the Outstanding Bonds maturing on any one date are called for redemption at any one time, the Trustee shall select the Bonds to be redeemed, from the Outstanding Bonds maturing on such date not previously selected for redemption, by lot in any manner which the Trustee deems appropriate, provided, however, that if less than all the Outstanding Term Bonds of any maturity are called for redemption at any onetime, the Agency shall specify a reduction in any Sinking Account Installment payments required to be made wi th respect to such Bonds (in an amount equal to the amount of Outstanding Term Bonds to be redeemed) which, to the extent practicable and based upon a Consultant's Report, results in approximately equal annual debt serviceon the Bonds Outstanding following such redemption. (d) Purchase in Lieu of Redemption. In lieu of redemption of any Term Bond, amounts on deposit in the Revenue Fund or i n the Si nki ng Account therei n may al so be used and wi thdravrn by the Trustee at any ti me, upon the Request of the Agency, f or the purchase of such Term Bonds at publ i c or pri vale sal a as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which i s payabl e f rom the Interest Fund) as the Agency may in i is di screti on determine, but not i n excess of the pri nci pal amount thereof pl us accrued i nterest to the purchase date. The pri nci pal amount of any Term Bonds so purchased by the Trustee i n any twel ve-month peri od endi ng 60 days pri or to any Pri nci pal Payment Date i n any year shad I be credited towards and shat I reduce the pri nci pal amount of such Term Bonds requi red to be redeemed on such Pri nci pal Payment Date in such year. (e) Notice. Notice of redemption shad I be ma led by f i rst class mad I by the Trustee, not less than 30 nor more than 60 days prior to the redemption date to (i) the respective Owners of Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee, (ii) to one or more Information Services designated in writing to the Trustee by the Agency and (iii) the Securities Depositories. Each notice of redemption shall state the date of such notice, the Bonds to be redeemed, the date of issue of such Bonds, the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity are to be redeemed, the distinctive certificate numbers of the Bonds of such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective porti ons of the pri nci pal amount thereof to be redeemed. Each such noti ce shad I al so state that on sai d date there wi I I become due and payabl e on each of such Bonds the redempti on pri ce thereof OHS West:260859868 20 or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption noti ce. Fai I ure by the Trustee to gi ve noti ce pursuant to thi s Secti on to any one or more of the Information Services or Securities Depositories, or the insufficiency of any such notice shall not affect the sufficiency of the proceedings for redemption. The f ai I ure of any Owner to receive any redemption noti ce mai I ed to such Owner and any defect in the notice so mad I ed shall not affect the suff i ci ency of the proceedi ngs f or redemption. The Agency shall have the right to rescind any optional redemption by written noticeto theTrusteeon or prior to thedatefixed for redemption. Any noticeof redemption shall be canceled and annulled if for any reason funds are not avai I abl a 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 hereunder. The Agency and the Trustee shal I have no I i abi I i ty to the Owners or any other party rel ated to or ari si ng f rom such resci ssi on of redemption. The Trustee shall mad I notice of such rescission of redemption in the same manner as the original noti ce of redemption was sent. (f) Partial Redemption. Upon surrender of any Bond redeemed in part only, the Agency shall executeand the Trustee shal I authenticate and deliver to the Owner thereof, at the expense of the Agency, a near Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered and of the same interest rate and the same maturity. (g) Effect of Redemption. From and after the date fixed for redemption, if notice of such redemption shall have been duly given and funds avai I abl e for the payment of such redemption price of the Bonds so cal led for redemption shad I have been duly provided, no i nterest shad I accrue on such Bonds from and after the redemption date specif i ed in such notice. A I I Bonds redeemed pursuant to the provi si ons of thi s secti on shad I be cancel ed. Section 2.05 Execution of Bonds The Chairperson of the Agency is hereby authorized and directed to execute each of the Bonds on behalf of theAgency and the Secretary of the Agency is hereby authorized and directed to attest each of the Bonds on behalf of the Agency. Any of the signatures of said Chairperson or said Secretary may be by printed, lithographed or engraved f acsi m i d e reproduction. In case any officer whose signature appears on the Bonds shall cease to be such officer before the del ivery of the Bonds to the purchaser thereof, such si gnature shad I neverthel ess be vat i d and suff i ci ent f or al I purposes the same as though he had remai ned i n off i ce unti I such del i very of the Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication and registration in the f orm herel nbef ore recited, executed and dated by the Trustee, shall be enti td ed OHS West:260859868 21 to any benefits under this Indenture or be valid or obligatory for any purpose, and such certificate of the Trustee shad I be concl usi ve evi dence that the Bonds so regi stered have been dul y i ssued and delivered hereunder and are enti tl ed to the benefits of this Indenture. Section 2.06 Transfer and Registration of Bonds Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by del i very of a wri tten i nstrument of transf er i n a f orm acceptabl a to the Trustee, dul y executed. Whenever any Bond or Bonds shad I be surrendered for transfer, the Agency shad I execute and the Trustee shad I authenti cafe and del i ver a new Bond or Bonds f or a I i ke aggregate pri nci pal amount of other authorized denomi nati ons. The Trustee shad I requi re the payment by the Owner requesti ng such transf er of any tax or other governmental charge requi red to be pai d with respect to such transfer. The cost of printing Bonds and any services rendered or expenses i ncurred by the Trustee i n connecti on wi th any transfer shad I be pai d by the Agency. The Agency shad I not be requi red to i ssue, regi ster the transfer of or exchange any Bond duri ng the f if teen (15) days precedi ng any date establ i shed by the Trustee for sell ecti on of Bonds for redemption or any Bonds which have been selected for redemption. Section 2.07 Exchange of Bonds The Bonds may be exchanged at the Pri nci pal Corporate Trust Off i ce for a I i ke aggregate pri nci pal amount of Bonds of the same maturity of other authorized denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The cost of printing Bonds and any services rendered or expenses i ncurred by the Trustee i n connecti on wi th any exchange shad I be pai d by the Agency. No such exchange shad I be requi red to be made duri ng the f ifteen (15) days precedi ng any date establ i shed by the Trustee f or sell ecti on of Bonds f or redempti on or any Bonds whi ch have been selected for redemption. Section 2.08 Bond Recistration Books The Trustee wi I I keep at the Pri nci pal Corporate Trust Office sufficient books for the registration and transfer of the Bonds, which shall at all I times be open to inspection by the Agency during regular business hours with reasonable prior notice, and, upon presentation for such purpose, the Trustee shed 1, under such reasonable regulations as it may prescribe, register or transfer the Bonds on said books as herei nbefore provided. Section 2.09 Mutilated, Destroyed, Stolen or Lost Bonds In case any Bond shal I become muti I aced i n respect of the body of such Bond, or shad I be bell i eved by the Agency to have been destroyed, stolen or lost, upon proof of ownershi p satisfactory to the Agency and the Trustee, and upon the surrender of such muti I aced Bond at the Pri nci pal Corporate Trust Office, or upon the receipt of evidence satisfactory to the Agency and the Trustee of such destruction, theft or loss, and upon receipt also of indemnity satisfactory to the Agency and the Trustee, and upon payment of all expenses incurred by the Agency and the Trustee in the premises, the Agency shall execute and the Trustee shall authenticate and deliver at said Principal Corporate Trust Office a new Bond or Bonds of the same maturity and for the same OHS West:260859868 22 aggregate principal amount, of like tenor and date, with such notations as the Agency shall determine, in exchange and substitution for and upon cancellation of the mutilated Bond, or in lieu of and in substi tuti on f or the B and so destroyed, stolen or lost. If any such destroyed, stolen or lost Bond shall have matured or shall have been called for redemption, payment of the amount due thereon may be made by the Agency upon receipt by the Trustee and the Agency of I i ke proof, indemnity and payment of expenses. Any such replacement Bonds issued pursuant to this section shall be entitled to equal and proportionate benefits with all other Bonds issued hereunder. The Agency and the Trustee shad I not be requi red to treat both the on gi nal Bond and any repl acement Bond as bei ng Outstandi ng for the purpose of determi ni ng the pri nci pal amount of Bonds whi ch may be i ssued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the on gi nal and repel acement Bond shad I be treated as one and the same. Section 2.10 Temporary Bonds Until definitive Bonds shall be prepared, the Agency may cause to be executed and del i vered i n I i eu of such def i ni ti ve Bonds and subj ect to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds, except that they may be in any denominations authorized by the Agency, one or more temporary typed, printed, lithographed or engraved Bonds in fully registered form, as may be authorized by the Agency, substantially of the same tenor and, until exchange for definitive Bonds, entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds. If the Agency issues temporary Bonds it will execute and furnish definitive Bonds without unnecessary delay and thereupon the temporary Bonds may be surrendered to the Trustee at the Principal Corporate Trust Office, without expense to the Owner in exchange f or such definitive Bonds. All temporary Bonds so surrendered shedI be canceled by the Trustee and shad I not be rei ssued. Section 2.11 Validity of Bonds The validi ty of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken by the Agency for the f i nanci ng or ref i nanci ng of the Proj ect, or by any contracts made by the Agency i n connecti on therevri th, and shad I not be dependent upon the compl eti on of the f i nanci ng or ref i nanci ng of the Proj ect or upon the perf ormance by any person of hi s obl i gati on wi th respect to the Proj ect, and the recital contained in the Bonds that the same are issued pursuant to the Law shall be conclusive evidence of their validity and of the regul ari ty of their issuance. Section 2.12 Book-Entry System. Prior to the issuance of any Series of Bonds issued hereunder, the A gency may provide that such Series of Bonds (a) shall be i ni ti al I y issued as Book-Entry Bonds, and in such event, each maturity of such Series shall be in theform of a separate si ngl e f ul I y regi stered Bond (whi ch may be typevrri tten). U pon i ni ti al i ssuance, the ownership of each such Bond shall be registered in the bond register in the name of the N om i nee, as nom i nee of the D eposi tory. With respect to Book-Entry Bonds, the Agency and the Trustee shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Agency and the Trustee shal I have no responsibility or obligation with OHS West:260859868 23 respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the del i very to any Parti ci pant or any other person, other than an Owner as shown in the bond register, of any notice with respect to Book-Entry Bonds, i ncl udi ng any noti ce of redempti on, (i i i) the sel ecti on by the Deposi tory and i is Parti ci pants of the benef i ci al i nterests i n Book-Entry Bonds to be redeemed i n the event the Agency redeems such in part, or (iv) the payment of any Participant or any other person, other than an Owner as shown in the bond register, of any amount with respect to principal or Accreted Value of, premium, if any, or interest on Book-Entry Bonds. The Agency and the Trustee may treat and consider the person in whose name each Book-Entry Bond is registered in the bond register as the absol ute Owner of such Book-Entry Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Accreted Value of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owner, as shown in the bond register, or his respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency's obligations with respect to payment of principal or Accreted Value 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 Bond evidencing the obligation of the Agency to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by the Depository to the Owner, Trustee and Agency of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to record dates, the word Nominee in this Indenture shat I refer to such nom i nee of the Depository. (b) In order to qualify the Book-Entry Bonds for the Depository's book-entry system, the Agency and the Trustee (if required by the Depository) shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Agency or the Trustee any obligation whatsoever with respect to persons having interests in such Book-Entry Bonds other than the Owners, as shown on the bond register. By executing a Letter of Representations, the Trustee shall agree to take all action necessary for all representations of the Trustee in such Letter of Representations to at all times be complied with. In addition to the execution and delivery of a Letter of Representations, the Agency and the Trustee, at the Agency's request, shadI take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book- Entry Bonds for the Depository's book-entry program. (c) In the event (i) the Depository determines not to continue to act as securities depository for any Series of Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives noti ce to the Trustee of such determi nati on, then the Agency wi I I di sconti nue the book-entry system with the Depository. If theAgency determinesto replacethe Depository with another qualified securities depository, the Agency shall prepare or direct the preparation of a new single, separate, fully registered Bond for each of the maturities of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Agency fails to identify another qualified securities depository to replace the Depository, then the Bonds shat I no longer be restri cted to being registered in such bond register in the name of the Nominee, but shall be registered in whatever name or names Owners OHS West:260859868 24 transferring or exchanging such Bonds shad I designate, in accordance with provisions of Sections 2.04 and 2.05 hereof. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of the Nominee, all payments with respect to principal or Accreted Value of, premium, if any, and interest on such Bond and all noticeswith respect to such Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. ARTICLE I I I ISSUANCE OF SERI ES 2010A BONDS; APPLICATION OF PROCEEDS OF SALE Section 3.01 Issuance of Series 2010A Bonds The Agency may at any time execute and del i ver the Seri es 2010A Bonds authori zed to be i ssued hereunder. Section 3.02 Application of Proceeds of Sale of Series 2010A Bonds and Certain Other Funds-- Allocation Among Funds and Accounts Upon recei pt of payment for the Series 2010A Bonds, the Trustee shall set aside and deposi t the proceeds recei ved f rom such sal e and del i very i n the f of I ow i ng respect i ve f unds and accounts i n amounts specif i ed by the Agency to the Trustee: (i) The Trustee shad I deposi t $1,123, 000.00 i n the Reserve A ccount. (i i) The Trustee shad I deposi t $151,040.65 i n the Expense Fund. (iii) The Trustee shedI transfer $9,629,060.80 to the Agency for deposit in the Redevelopment Fund. For record keeping purposes the Trustee may establ i sh such accounts as may be necessary to ref d ect such deposit and transfer of proceeds. ARTICLE IV ISSUANCE OF ADDITIONAL BONDS Section 4.01 Conditions for the Issuance of Additional Bonds The Agency may at any time after the issuance and delivery of the initial Series of Bonds hereunder issue Additional Bonds payable from Pledged Revenues and secured by a lien and charge upon PI edged Revenues equal to and on a pari ty wi th the I i en and charge securi ng the Outstandi ng Bonds theretofore issued under the Indenture, but only subject to the following speci f i c conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds. OHS West:260859868 25 (a) The Agency shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indentures, and a Certificate of the Agency to that effect shall have been f i I ed with the Trustee. (b) The issuance of such Additional Bonds shall have been duly authorized pursuant to the Lavr and all applicable I avrs, and the issuance of such Additional Bonds shall have been provided for by a Supplemental Indenture duly adopted by the Agency which shall specify the f ol I owi ng: (1) The purpose for which such Additional Bonds are to be issued and the f and or f unds i nto whi ch the proceeds thereof are to be deposi ted, i ncl udi ng a provi si on requi ri ng the proceeds of such Additional Bonds to be applied solely for (i) the purpose of aiding in financing the Project, including payment of all costs i nci dental to or connected with such financing, and/or (ii) the purpose of refunding any Bonds or other indebtedness related to the Project, including payment of all costs i nci dental to or connected with such refunding; (2) The authori zed principal amount of such Additional Bonds, (3) The date and the maturity date or dates of such Additional Bonds, provided that (i) Principal and Sinking Account Payment Dates may occur only on Interest Payment Dates and (ii) fixed serial maturities or mandatory Sinking Account Installments, or any combination thereof, shall be established to provide for the retirement of all such Additional Bondson or beforetheir respective maturity dates; (4) The Interest Payment Dates for such Additional Bonds which shall be on the same semiannual dates as the Interest Payment Dates for the Series 2010A Bonds, provided that such Additional Bonds may provide for compounding of interest in lieu of payment of interest on such dates, (5) The denomination of such Additional Bonds; (6) The redemption premiums, if any, and the redemption terms, if any, for such Additional Bonds; (7) The amount and due date of each mandatory Si nki ng Account I nstal I ment, if any, for such Additional Bonds; (8) The amount, if any, to be deposited from the proceeds of such Additional Bonds in the Interest Account; (9) The amount, if any, to be deposited from the proceeds of such Additional Bonds into the Reserve Account; provided that the amount on deposit in the Reserve Account shall be increased at or prior to the time such Additional Bonds become Outstanding to an amount at I east equal to the Reserve Account Requi rement on al I then Outstandi ng Bonds and such Addi ti onal Bonds, whi ch amount shad I be mad ntai ned i n the Reserve Account; (10) Theform of such Additional Bonds; and OHS West:260859868 26 (11) Such other provi si ons as are necessary or appropri ate and not i nconsi stent with this Indenture. (c) (i) The Combined Component Tax Revenues based upon the Assessed Value of taxable property in the Project Area, as shown on the most recently equalized anent rol I and the most recent) y establ i shed tax rates precedi ng the date of the Agency's adoption of the Supplemental Indenture providing for the issuance of such Additional Bonds, shall be in an amount equal to at least 125% of the Maximum Annual Debt Service on all then Outstanding Bonds and such Additional Bonds; and (ii) In addition, after June 22, 2013, Project Area No. 2 Component Tax Revenues based upon the Assessed Value of taxable property in the Project Area No. 2 Component, as shown on the most recently equalized assessment roll and the most recently establ i shed tax rates preceding the date of the Agency's adoption of the Supplemental Indenture providing for the issuance of such Additional Bonds, shall be in an amount equal to at least 125% of Maximum Annual Debt Service on all then Outstanding Project Area No. 2 Bonds and such Additional Bonds, for the current and each future Bond Year, For the purposes of the issuance of Additional Bonds, Outstanding Bonds shall not i ncl ude any Bonds the proceeds of whi ch are deposited i n an escrow f and hel d by an escrow agent, provided that the Supplemental Indenture authorizing issuance of such Additional Bonds shall provide that: (A) such proceeds shall be deposited or invested with or secured by an institution rated "AX by S&P and "Aa" by Moody's at a rate of interest which, together with amounts made avai I abl e by the Agency f rom bond proceeds or otherwi se, i s at I east suff i ci ent to pay Annual Debt Service on the foregoing Bonds, (B) moneys may be transferred from said escrow fund only if the above stated tests for the issuance of Additional Bonds are satisfied, in each case, for the current and each future Bond Year, for a principal amount of Bonds less a pri nci pal amount of Bonds whi ch i s equal to moneys on deposi t i n sai d escrow f and of ter each such transfer, as demonstrated to the Trustee in a certificate of an Independent Financial Consultant; and (C) Additional Bonds shedI be redeemed from moneys remaining on deposit in said escrow fund at the expiration of a specified escrow period in such manner as may be determi ned by the Agency. In the event such Additional Bonds are to be issued solely for the purpose of refunding and retiring any Outstanding Bonds, interest and principal payments on the Outstanding Bonds to be so refunded and retired from the proceeds of such Additional Bonds being issued shall be excluded from the foregoing computation of Maximum Annual Debt Service. Nothing contained in this Indenture shat I limit the i ssuance of any tax allocation bonds of the A gency payabl e f rom PI edged Revenues and secured by a I i en and charge on PI edged Revenues if, after the issuance and delivery of such tax allocation bonds, none of the Bonds theretof ore i ssued hereunder wi I I be Outstandi ng nor shad I anythi ng contai ned i n thi s I ndenture prohi bi t the i ssuance of any tax al I ocati on bonds or other i ndebtedness by the Agency secured by OHS West:260859868 27 a pledge of tax increment revenues (including Pledged Revenues) subordinate to the pledge of Pledged Revenues securing the Bonds. Section 4.02 Procedure for the Issuance of Additional Bonds Al I of the Additional Bonds shall be executed by the Agency for issuance under this Indenture and delivered to the Trustee and thereupon shall be delivered by the Trustee upon the Written Request of the Agency, but onl y upon recei pt by the Trustee of the f of I owi ng documents or money or securities. (1) A certi f i ed copy of the Suppl emental I ndenture authori zi ng the i ssuance of such Additional Bonds; Bonds, (2) A Written Request of the Agency as to the delivery of such Additional (3) An opi ni on of counsel of recogni zed standi ng i n the f i el d of I avr rel ati ng to municipal bonds addressed to the Agency and the Trustee substantially to the effect that (a) the Agency has the right and power under the Lavr to execute and deliver the Supplemental Indenture thereto, and the Indenture and al I such Supplemental Indentures have been duly and I avrf ul I y executed and delivered by the Agency, are in full force and effect and are valid and binding upon the Agency and enforceable in accordance wi th their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar I avrs relating to the enforcement of creditors' rights); and (b) such Additional Bonds are valid and binding special obligations of the Agency, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar I avrs relating to the enforcement of credi tors' ri ghts) and the terms of the I ndenture and al I Suppl emental I ndenture thereto and are enti tl ed to the benef i is of the I ndenture and al I such Suppl emental I ndentures and the Lavr, and such Additional Bonds have been duly and validly authorized and issued in accordance with the Lavr and the I ndenture and al I such Suppl emental I ndentures, (4) A Certificate of the Agency containing such statements as may be reasonably necessary to show compl i ance wi th the requirements of thi s I ndenture, and (5) Such further documents, money and securities as are required by the provi si ons of thi s I ndenture and the Suppl emental I ndenture provi di ng f or the i ssuance of such Additional Bonds. Section 4.03 Limit on Indebtedness The Agency covenants with the Owners of all of the Bonds at any time Outstanding that i t wi I I not enter into any Agency Indebtedness or make any expenditure payable from takes allocated to the Agency under the Lavr the payments of which, together with payments theretofore made or to be made with respect to other Agency Indebtedness (including, but not limited to the Bonds) previously entered into by the Agency, would exceed the then- effective limit on the amount of teveswhich can be allocated to the Agency pursuant to the Lavr and the Redevelopment Plan. OHS West:260859868 28 ARTI CLE V PLEDGED REVENUES; CREATION OF FUNDS Section 5.01 Pledge of Pledged Revenues All the Pledged Revenues and all money i n the Revenue Fund, herei naf ter establ i shed, and i n the f unds or accounts so speci f i ed and provided for in this Indenture (except the Rebate Fund), are hereby irrevocably pledged to the punctual payment of the interest on and principal or Accreted Value of and redemption premiums, if any, on the Bonds, and the Pledged Revenues and such other money shedI not be used for any other purpose while any of the Bonds remain Outstanding; subject to the provi si ons of this Indenture permitting application thereof for the purposes and on the terms and condi ti ons set f orth herei n. Thi s pl edge shad I const i tute a f i rst and excl usi ve I i en on the PI edged Revenues and such other money for the payment of the Bonds in accordance with the terms thereof. Section 5.02 Revenue Fund; Debt Service Fund; Receipt and Deposit of Pledged Revenues There is hereby established a special fund to be known as the" Rosemead Community Development Commission, Rosemead Merged Project Area Pledged Revenue Account of the Special Fund" (herein the" Revenue Fund") which shall be held by the Agency. The Agency shall promptly deposit all of the Pledged Revenues received in any Bond Year in the Revenue Fund, until such time during such Bond Year as the amounts on deposit in the Revenue Fund equal the aggregate amounts required to be transferred to the Trustee for deposit into the Debt Service Fund in such Bond Year pursuant to this Section 5.02. All Pledged Revenues received by the Agency during any Bond Year in excess of the amount required to be deposited in the Revenue Fund during such Bond Year pursuant to the preceding sentence may be released from the pledge and lien hereunder. So long as any Bonds remain Outstanding hereunder, the A gency shall not have any beneficial interest in or right to the moneys on deposit i n the Revenue Fund, except as may be provided i n this I ndenture. There i s hereby establ i shed a speci al f and to be known as the " Rosemead Community Development Commission, Rosemead Merged Project Area, Tax Allocation Bonds Debt Service Fund" (herein the " Debt Service Fund") which shall be hed d by the Trustee. On or before five (5) days preceding each Interest Payment Date, the Agency shall transfer from the Revenue Fund to the Trustee for deposit in the Debt Service Fund an amount equal to the amount required to be transferred by the Trustee from the Debt Service Fund to the Interest Account, Pri nci pal Account, Si nki ng Account and Reserve Account pursuant to Secti on 5.06; provi led, that the Agency shad I not be obl i gated to transfer to the Trustee i n any Bond Year an amount of PI edged Revenues whi ch, together wi th other avai I abl a amounts then i n the Debt Servi ce Fund, exceeds the amounts required to be transferred to the Trustee for deposit in the Interest Account, the Principal Account, the Sinking Account and the Reserve Account in such Bond Year, pursuant to Section 5.06 hereof. Pledged Revenues shall not be transferred to the Trustee for deposit in the Debt Service Fund in an amount in excess of that amount which, together with all money then on deposit with the Trustee in the Debt Service Fund and the accounts therei n, shadI be suff i ci ent to di scharge al I Outstandi ng Bonds as provi led i n Secti on 10.01. N otwi thstandi ng the foregoi ng, there shad I be i rrevocabl y deposi ted wi th the Trustee on or pri or to June 22, 2023 an amount equal to the pri nci pal and i nterest due wi th respect to A I I ocabl e Proj ect A rea N o. 1 Debt Service due on December 1, 2023, which shall be held and invested by the Trustee, as OHS West:260859868 29 di rected by the Agency, i n a manner such that such pri nci pal and i nterest shad I be deemed to have been paid within the meaning of Section 10.01 hereof. A I I such PI edged Revenues deposi ted i n the Revenue Fund shad I be di sbursed, al I ocated and appl i ed sod el y to the uses and purposes herei n set f orth, and shad I be accounted f or separately and apart from al I other money, funds, accounts or other resources of theAgency. Section 5.03 Establishment of Funds In addition to the Revenue Fund and the Debt Service Fund, there are further created a special trust fund to be held by the Agency called the" Rosemead Community Development Commission, Rosemead Merged Project Area Redevel opment Fund" (the " Redevel opment Fund" and a speci al trust f and to be hel d by the Trustee called the "Rosemead Community Development Commission, Rosemead Merged Project Area Expense Fund" (the "Expense Fund"). The Redevelopment Fund may be consolidated with any other si m i d ar fund or account established for the purposes described in Section 5.04 hereof ; provided, that proceeds of Bonds deposi ted in such f and shall be separated y accounted for to the extent appropri ate or as requi red by any Tax Certificate. So long as any of the Bonds herein authorized, or any interest thereon, remain unpai d, the moneys i n the foregoi ng f unds shad I be used f or no purpose other than those requi red or permitted by this Indenture and the Lavr. Pursuant to the Tax Certif i cate, the f unds and accounts establ i shed herei n may be divided into sub-accounts for each Series of Bonds issued hereunder, in order to perform the necessary rebate cal cul at ions. Section 5.04 Redevelopment Fund. Moneys i n the Redevelopment Fund shad I be used and disbursed i n the manner provi led by I a tv f or the purpose of ai di ng i n f i nanci ng or ref i nanci ng the Proj ect (or f or maki ng reimbursements to the Agency for such costs theretofore paid by it), including payment of all costs incidental to or connected with such financing or refinancing. Any balance of money remaining in the Redevelopment Fund after the date of completion of the financing or ref i nanci ng of the Proj ect shad I be deposited i n the Revenue Fund. The Agency shall pay moneys from the Redevelopment Fund upon receipt of requi si ti ons draivn thereon and si gned by at I east one dud y authori zed off i cer or member of the Agency. The Agency warrants that each withdraival from the Redevelopment Fund shall be made in the manner provided by law for the purpose of aiding in financing or refinancing the Project or for making reimbursements to the Agency for such costs theretofore paid by the Agency. Section 5.05 Expense Fund. A I I moneys i n the Expense Fund shad I be appl i ed to the payment of costs and expenses incurred in connection with the authorization, issuance and sal a of the Bonds. Upon the payment in f ul I of such costs and expenses or the making of adequate provision for the payment thereof, evidenced by a Certificate of the Agency to the Trustee, any bad ante remai ni ng in such Fund shall and ess otherwise instructed by the Agency in accordance with the Tax Certificate be transferred to and deposited in the Debt Service Fund establ i shed pursuant to Section 5.02 of this Indenture, and pending such transfer and OHS West:260859868 30 application, the moneys in such Fund may be invested as permitted by Section 5.07 hereof; provided, however, that investment income resulting from any such investment shall beretained in the Expense Fund. Section 5.06 Establishment and Maintenance of Accounts for Use of M oneys in the Debt Service Fund. All moneys in the Debt Service Fund shall beset aside by the Trustee in each Bond Year when and as received in the following respective special accountswithin the Debt Service Fund (each of which is hereby created and each of which the Agency hereby covenants and agrees to cause to be maintained with the Trustee), in the following order of priority (except as otherwise provided in subsection (2) below): (1) Interest Account; (2) Principal Account; (3) Si nki ng Account; (4) Reserve Account; A I I moneys i n each of such accounts shad I be hel d i n trust by the Trustee and shad I be appl i ed, used and wi thdravrn onl y for the purposes herei natter authori zed i n thi s Secti on 5.06. (1) 1 nterest Account. The Trustee shad I set asi de f rom the Debt Servi ce Fund and deposit in the Interest Account an amount of money which, together with any money contai ned therei n, i s equal to the aggregate amount of the i nterest becom i ng due and payabl e on all Outstanding Bonds on the Interest Payment Dates in such Bond Year. No deposit need be made i nto the Interest Account if the amount contai ned therei n is at least equal to the aggregate amount of the interest becoming due and payable on all Outstanding Bonds on the Interest Payment Dates in such Bond Year. All moneys in the Interest Account shall be used and withdravrn by the Trustee solely for the purpose of paying the interest on the Bonds as it shed 1 become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (2) Principal Account. The Trustee shall set aside from the Debt Service Fund and deposit in the Principal Account an amount of money which, together with any money contai ned therei n, i s equal to the aggregate amount of the pri nci pal becom i ng due and payabl e on al I Outstandi ng Seri al Bonds on the Pri nci pal Payment Date i n such Bond Year. I n the event that there shad I be i nsuff i ci ent money i n the Debt Servi ce Fund to make i n f ul I al I such pri nci pal payments and Sinking Account Installments required to be made pursuant to Section 5.06(3) hereof in such Bond Year, then, subject to subparagraph (4) hereof, the money available in the Debt Service Fund shall be applied pro rata to the making of such principal payments and such Si nki ng Account I nstal I ments i n the proporti on whi ch al I such pri nci pal payments and Si nki ng Account I nstal I ments bear to each other. No deposit need be made into the Principal Account if the amount contained therein is at least equal to the aggregate amount of the principal or Accreted Value of all Outstanding Serial Bonds becoming due and payable on the Principal Payment Date in such Bond Year. OHS West:260859868 31 A I I money in the Pri nci pal Account shad I be used and wi thdrairn by the Trustee sod el y f or the purpose of payi ng the pri nci pal or Accreted Val ue of the Seri al Bonds as they shad I become due and payable. (3) Sinking Account. The Trustee shall deposit in the Sinking Account an amount of money equal to the Sinking Account Installment payable on the Sinking Account Payment Date in such Bond Year. All moneys in the Term Bonds Sinking Account shall be used by the Trustee to redeem (or purchase) the Term Bonds in accordance with Article II hereof. (4) Reserve Account. (a) The Trustee shall set aside from the Debt Service Fund and deposit in the Reserve Account an amount of money (or other authorized deposit of security, as contemplated by the following paragraphs) equal to the Reserve Account Requirement. No deposit need be made in the Reserve Account so long as there shall be on deposit therein an amount equal to the Reserve Account Requirement. All money in (or avai I abl a to) the Reserve Account shad I be used and wi thdrairn by the Trustee sol el y f or the purpose of repl eni shi ng the I nterest Account, the Pri nci pal Account or the Si nki ng Account i n such order, i n the event of any def i ci ency at any ti me i n any of such accounts, or f or the purpose of paying the interest on or principal or Accreted Value of or redemption premiums, if any, on the Bonds in the event that no other money of the Agency is I atrf ul I y available therefor, or for the reti rement of al I Bonds then Outstandi ng, except that f or so I ong as the Agency i s not i n default hereunder, any amount in the Reserve Account in excess of the Reserve Account Requirement may, upon Written Request of the Agency, be withdrairn from the Reserve Account by the Trustee and transferred to the Agency. (b) In lieu of making the Reserve Account Requirement deposit in the Reserve Account or in replacement of moneys then on deposit in the Reserve Account (which shall betransferred by theTrusteeto the Agency upon delivery of a letter of credit satisfying the requirements stated below), the Agency, with the consent of the Bond Insurer, and with prior written notification to S&P and M oody' s, may deliver to the Trustee an irrevocable letter of credit issued by a financial institution having, at the time of such delivery, unsecured debt obligations rated in at least the second highest rating category (without respect to any modifier) of S& P and M oody' s, i n an amount, together wi th moneys, Authori zed I nvestments or i nsurance policies (as described in Section 5.06(4)(c)) on deposit in the Reserve Account, equal to the Reserve Account Requirement. D rags on such letter of credit must be payabl a no later than two (2) Business Days after presentation of a sight draft thereunder. Such letter of credit shall have a term of no less than three (3) years. The issuer of such letter of credit shall be required to notify the Trustee and the Agency whether or not the letter of credit will be extended no later than 13 months prior to the stated expiration date thereof. At least one year prior to the stated expiration of such letter of credit, the Agency shall either (i) deliver a replacement letter of credit, (i i ) deliver an extension of the letter of credit for at least an additional year, or (iii) deliver to the Trustee an insurance policy satisfying the requirements of Section 5.06(4)(c). Upon delivery of such repl acement I etter of credi t, extended I etter of credi t, or i nsurance pol i cy, the Trustee shad I cancel and deliver the then-eff ecti ve letter of credit to the issuer thereof. If the Agency shedI fail to deposit a replacement letter of credit, extended letter of credit or insurance policy with the Trustee, the Agency shall immediately commence to make monthly deposits with the Trustee so that an amount equal to the Reserve Account Requirement is on deposit in the Reserve Account OHS West:260859868 32 no later than the stated expiration date of the letter of credit. If the Agency shall fail to make such deposits, the Trustee shadI drag on such letter of credit on or before 10 days prior to its stated expiration date in an amount necessary to replenish the Reserve Account to the Reserve Account Requirement. If a drawing is made on the letter of credit, the Agency shed 1 make such payments as may be requi red by the terms of the I etter of credi t or any obl i gati ons red aced thereto (but no less than quarterly pro rata payments) so that the letter of credit shed 1, absent the del ivery to the Trustee of an insurance policy satisfying the requirements of Section 5.06(4)(c) or the deposi t i n the Reserve Account of an amount suff i ci ent to i ncrease the bad ance i n the Reserve Account to the Reserve Account Requi rement, be rei nstated i n the amount of such drawi ng wi thin one year of the date of such drawing. (c) In lieu of making the Reserve Account Requirement in the Reserve Account or i n repl acement of moneys then on deposi t i n the Reserve Account (whi ch shad I be transferred by the Trustee to the Agency upon delivery of an insurance policy satisfying the requirements stated below), the Agency, with the consent of the Bond Insurer, and with prior written notification to S&P and M oody' s, may also deliver to the Trustee an insurance policy securing an amount, together with moneys, Authorized Investments or letters of credit (as described in Section 5.06(4)(b)) on deposit in the Reserve Account, no less than the Reserve Account Requirement, issued by an insurance company 1 i censed to issue insurance policies guaranteeing the timely payment of debt service on the Bonds and whose unsecured debt obligations (or for which obligations secured by such insurance company's insurance policies), at the ti me of such del i very, are rated i n the two hi ghest rati ng categori es (wi thout respect to any modi f i er) of S& P and M oody' s. (d) If and to the extent that the Reserve Account has been funded with a combination of cash (or Authorized Investments) and a Qualified Reserve Instrument, then all such cash (or Authorized Investments) shed 1 be completely used before any demand is made on such Qual if i ed Reserve I nstrument, and repl eni shment of the Qual if i ed Reserve I nstrument shad I be made prior to any replenishment of any cash (or Authorized Investments). If the Reserve Account i s f unded, in whole or in part, with more than one Qualified Reserve Instrument, then any draws made aged nst such Qual if i ed Reserve I nstrument shad I be made pro-rata (e) The Agency shall make payments sufficient to restore the Reserve Account to the Reserve Account Requi rement f rom any avai I abl a PI edged Revenues f of I owi ng any wi thdrawal f rom the Reserve Account whi ch causes the amount therei n to be I ess than the Reserve Account Requi rement, or fol I owi ng any cal cut ati on of the vat ue of the Reserve Account at an amount I ess than the Reserve Account Requi rement. (5) Sur 1 us. Subj ect to the thi rd sentence of Secti on 5.02, if duri ng any Bond Year (i) Pledged Revenues remain in the Debt Service Fund after providing (or otherwise reserving) for al I deposits required by paragraphs (1) through (3) above during such Bond Year, (i i) the amounts on deposit i n the Reserve Account equal the Reserve Account Requi rement, (i i i ) Qual if i ed Reserve I nstruments, if any, used to f and the Reserve Account are f ul I y repl eni shed and al I i nterest on amounts advanced under such Qual if i ed Reserve I nstruments has been pai d to the provider thereof and (iv) the Agency is not in default hereunder, then the Trustee shall transfer any amount remaining on deposit in the Debt Service Fund to the Agency to be used for any I awf ul purpose of the Agency. OHS West:260859868 33 Section 5.07 Investment of Moneys in Funds and Accounts Upon the written direction of the Agency, received by the Trustee at least two (2) Business Days prior to such i nvestment, moneys i n the Debt Servi ce Fund, the I nterest Account, the Pri nci pal Account, any Sinking Account, the Expense Fund, the Rebate Fund or the Reserve Account shad I be invested by the Trustee in Authorized Investments. In the absence of such instructions the Trustee shall invest in the investments described in paragraph (5) of the definition of Authorized Investments, except as otherwise provided in this Section. The obligations in which moneys in the Debt Service Fund, the Interest Account, the Principal Account or any Sinking Account are so i nested shad I mature pri or to the date on whi ch such moneys are esti mated to be required to be paid out hereunder. The obligations in which moneys in the Reserve Account are so i nested shad I be i nested i n obl i gati ons maturi ng no more than f i ve years f rom the date of purchase by the Trustee or on the f i nal maturity date of the Bonds, whi chever date i s earl i er; provided, however, that if an obligation may be redeemed at par on the business day prior to each I nterest Payment Date duri ng whi ch such obl i gati on i s outstandi ng, such obl i gati on may have any maturity. The Trustee shall determine the value of Reserve Account investments semi annual I y (and month) y f rom the date of any def i ci ency unti I such def i ci ency i s cured). Any interest, income or profits from the deposits or investments of all funds (except the Revenue Fund, Redevelopment Fund, Expense Fund and Rebate Fund) and accounts shall be deposited in the Debt Service Fund. All earnings on amounts in the Revenue Fund, Expense Fund, Redevelopment Fund and Rebate Fund shad I remai n in such funds. For purposes of determining the amount on deposit in any fund or account held hereunder, all Authorized Investments credited to such fund or account shall be valued at the cost thereof (excluding accrued interest and brokerage agencies, if any). Except as otherwise provided in this Section, Authorized Investments representing an investment of moneys attributable to any fund or account and all investment profits or losses thereon shall be deemed at all times to be a part of said fund or account. Amounts deposited in the Revenue Fund and the Redevelopment Fund may be invested in any investment permitted by I avr for Agency funds. The Trustee or any of its aff i d i ates may act as principal or agent in the acquisition or disposition of investments hereunder. The Trustee may commingle moneys in any of the funds or accounts created hereunder for purposes of investment. The Trustee may conclusively red y on the i nstructi ons of the Agency that the Authori zed I nvestment i s a I egal i nvestment under the lays of the State of California for such purposes. Absent negligence, bad faith or willful misconduct by the Trustee, the Trustee shall not be responsible or I i abl e f or any loss suffered in connection with any investment of funds made by it in accordancewith this Section. The Agency acknowl edges that to the extent regul ati ons of the Comptrol I er of the Currency or other applicable regulatory entity grant the Agency the right to receive brokerage confirmations of security transactions as they occur, the Agency will not receive such confirmations from the Trustee to the extent permitted by Iavr. The Trustee will furnish the Agency periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connecti on wi th any investments made by the Trustee hereunder. OHS West:260859868 34 ARTI CLE VI COVENANTS OF THE AGENCY Section 6.01 Punctual Payment. The Agency will punctually pay the interest on and principal or Accreted Value of and redemption premiums, if any, to become due with respect to the Bonds, in strict conformity with the terms of the Bonds and of this Indenture and will faithfully satisfy, observe and perform all conditions, covenants and requirements of the Bonds and of this Indenture. Section 6.02 Against Encumbrances; Limitation on Issuance of Senior Bonds Except for the Senior Bonds, the Agency may not create or al I ow to exist any liens on Tax Revenues senior to or on a parity with the Bonds except as provided in this Indenture and as provided below. In furtherance of this covenant, the Agency WILL NOT issue any addi ti onal bonds or other obl i gati ons payabl e f rom Tax Revenues under the Seni or I ndenture, and the I i en of the Seni or I ndenture shad I be cl osed to the i ssuance of f urther debt hencef orth and forever more, provided, however, that nothing in this Indenture is intended or shall be construed i n any way to i mpai r the authority of the Agency to i ssue bonds, i ncl udi ng notes or other obligations or indebtedness on a parity with the Senior Bonds ("Additional Senior Bonds'), if following the issuance of such Additional Senior Bonds debt service on all then Outstanding Senior Bonds is reduced in each year and the fined maturity date for the Senior Bonds is not extended. Section 6.03 Extension or Funding of Claims for Interest. In order to prevent any cl ai ms for i nterest after maturi ty, the Agency wi I I not, di rectl y or i ndi rectl y, extend or consent to the extensi on of the ti me f or the payment of any cl ai m for i nterest on any Bonds and will not, directly or indirectly, be a party to or approve any such arrangements by purchasing or funding said claims for interest or in any other manner. In case any such cl ai m for interest shall be extended or funded, whether or not with the consent of the Agency, such claim for interest so extended or funded shad I not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal or Accreted Val ue of al I of the Bonds then Outstandi ng and of al I cl ai ms f or i nterest whi ch shad I not have been so extended or funded. Section 6.04 Management and Operation of Properties The Agency will manage and operate al I properti es owned by the Agency and compri si ng any part of the Proj ect in a sound and business-like manner and in conformity with all valid requirements of any governmental authority relative to the Project or any part thereof, and will keep such properties insured at all times inconformity with sound business practice. Section 6.05 Payment of Claims The Agency will pay and discharge any and all I avrf ul claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Tax Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds, provi led that nothi ng herei n contai ned shad I requi re the Agency to make any such payments so I ong as the Agency i n good f ai th shad I contest the val i di ty of any such cl ai ms. OHS West:260859868 35 Section 6.06 Books and Accounts; Financial and Project Statements The Agency will keep proper books of record and accounts, separate from all other records and accounts of the Agency, in which complete and correct entries shall be made of all transactions rel ati ng to the Proj ect and the Revenue Fund. Such books of record and accounts shad I at al I ti mes duri ng busi ness hours be subj ect to the i nspecti on of the Trustee (who shad I have no duty or obl i gati on to so i nspect) or of the Owners of not I ess than ten per cent (10%) of the aggregate pri nci pal amount of the Bonds then Outstandi ng or thei r representati ves authori zed i n wri ti ng. The Agency will prepare and f i I e wi th the Trustee and the Bond Insurer, annually as soon as practicable, but in any event not later than 270 days after the close of each Fiscal Year, so long as any Bonds are Outstanding, an audited financial statement of the Agency relating to the Revenue Fund and all other funds or accounts establ i shed pursuant to this I ndenture f or the preceding Fiscal Year prepared by an Independent Certified Public Accountant, show i ng the bad ances i n each such f and as of the begi nni ng of such Fi scal Year and al I deposi is i n and wi thdravral s f rom each such f and duri ng such Fi scal Year and the bad ances i n each such fund as of the end of such Fiscal Year, which audited financial statement shall include a statement as to the manner and extent to which the Agency has complied with the provisions of this Indenture as it relates to such funds. The Agency will furnish a copy of such audited f i nanci al statement to any Owner upon request. The Trustee i s hereby authori zed to f urni sh and the Agency will furnish to the Trustee such reasonable number of copies of such audited financial statement as may be required by the Trustee for distribution (at the expense of the Agency) to investment bankers, security dealers and others interested i n the Bonds. The Trustee shat I have no duty or responsi bi I i ty to revi env such f i nanci al statements. The Bond I nsurer shad I be provided notice of each change i n Independent Certified Public Accountant. Section 6.07 Protection of Security and Rights of Owners The Agency wi I I preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend thei r ri ghts aged nst al I cl ai ms and demands of al I persons. From and after the sal e and del i very of any Bonds by the Agency, such Bonds shad I be i ncontestabl e by the Agency. Section 6.08 Payment of Taxes and Other Charges Subject to the provi si ons of Section 6.10 hereof, the Agency will pay and discharge all takes, service charges, assessments and other governmental charges whi ch may hereafter be I atrf ul I y i mposed upon the Agency or any properties owned by the Agency in the Project Area, or upon the revenues therefrom, when the same shall become due, provided that nothing herein contained shall require the Agency to make any such payments so long as the Agency in good faith shall contest the validity of any such takes, service charges, assessments or other governmental charges. Section 6.09 Financing the Project. The Agency wi I I commence the f i nanci ng of the Project to be aided with the proceeds of the Bondswith all practicable dispatch, and such financing will be accomplished and completed in a sound, econom i cal and expeditious manner and in conformity with the Redevelopment Plan and the Lavr so as to complete the Project as soon as possi bl e. Section 6.10 Taxation of Leased Property. Whenever any property in the Proj ect is redeveloped by the Agency and thereafter is leased by the Agency to any person or OHS West:260859868 36 persons, or whenever the Agency leases any real property in the Project to any person or persons for redevelopment, the property shall be assessed and taxed in the same manner as privately-owned property (in accordancewith the Lair), and the lease or contract shall provide (1) that the I essee shad I pay takes upon the assessed val ue of the enti re property and not merel y upon the assessed val ue of the I easehol d i nterest, and (2) that if for any reason the takes pai d by the I essee on such property i n any year duri ng the term of the I ease shad I be I ess than the takes that would have been payable upon the entire property if the property were assessed and taxed in the same manner as privately-owned property, the lessee shall pay such difference to the Agency within thirty (30) days after the takes for such year become payable, and in any event pri or to the del i nquency date of such takes estabd i shed by I air, whi ch such payments shad I be treated as Tax Revenues. Section 6.11 Disposition of Property in Project Area. The Agency will not participate in the di sposi ti on of any land or real property in the Project Area 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) if such disposition, when taken together with other such dispositions, would either (a) aggregate more than 10% of the assessed val uati on of the property in the Project Area, or (b) cause the amount of Pledged Revenues to be received in any succeeding Bond Year to fall below 125% of Maximum Annual Debt Serv i ce. Section 6.12 Amendment of Redevelopment Plan. If the Agency proposes to amend the Redevel opment PI an, i t shad I cause to be f i I ed wi th the Trustee a Consul tant' s Report on the effect of such proposed amendment. If the Consultant's Report concludes that such proposed amendment wi I I not cause the amount of PI edged Revenues to be received i n any succeeding Bond Year to fall bed ow 125% of Meximum Annual Debt Service, the Agency may adopt such amendment. If the Consultant's Report concludes that Pledged Revenues wi I I cause the amount of Pledged Revenues to be received in any succeeding Bond Year to fall below 125% of Maximum Annual Debt Service, the Agency shall not adopt such proposed amendment. Section 6.13 Tax Revenues. The Agency shall comply with all requi rements of the Lair to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate off i ci al s of Los Angeles County. Insofar as the payment of Annual Debt Servi ce on the Series 2010A Bonds is fully secured by Project Area No. 1 Component Tax Revenues and Project Area No. 2 Component Tax Revenues, the Agency shall identify the Series 2010A Bonds as debt with respect to the Project Area No. 1 Component and the Project Area No. 2 Component, on the statement of indebtedness filed with Los Angeles County pursuant to Section 33675(b) of the Lair. The Agency shall, in addition, comply with all requirements of the Lair relating to the deposit of tax revenues allocated to the Agency from the Project Area in the Low and M oderate I ncome Housi ng Fund, establ i shed by the Agency pursuant to Secti on 33334.3 of the Lair. Section 6.14 Investment Acreement. The Agency covenants that it will not modify or amend any Investment Agreement without first obtaining the written consent of the OHS West:260859868 37 Bond Insurer, if any, and an opinion of nationally recognized bond counsel to the effect that the proposed modif i cati on or amendment wi l I not consti tute a vi of ati on of Secti on 5.07. Section 6.15 Further Assurances. The Agency wi I I adopt, make, execute and del i ver any and al I such f urther i ndentures, i nstruments and assurances as may be reasonabl y necessary or proper to carry out the i ntenti on or to faci I i tate the performance of thi s I ndenture, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benef i is provi ded i n thi s I ndenture. Section 6.16 Tax Covenants Rebate Fund. (a) In addition to the accounts created pursuant to Article V, the Trustee shad I establish and maintain with respect to each Series of Bonds issued hereunder (other than any Seri es of Bonds whi ch the Agency shad I certify to the Trustee i s exempt f rom the requi rements of Secti on 148 of the Code red ated to rebate of arbi trage earni ngs) a f and separate f rom any other f and or account establ i shed and mai ntai ned hereunder desi gnated as the " Seri es 2010A Rebate Fund" hereinafter in this Section referred to as the "Rebate Fund." The provisions of this Secti on shad I appl y separated y to each Rebate Fund establ i shed f or each Seri es of Bonds. U pon the wri tten di recti on of the Agency, there shad I be deposi ted i n the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall beheld by the Trustee i n trust, to the extent required to satisfy the Rebate Requi rement (as def i ned i n the Tax Certif i cate), for payment to the U ni ted States of America Notwithstanding the provisions of Sections 5.01, 5.02, 5.07 and 10.01 relating to the pledge of Pledged Revenues, the al location of money i n the Revenue Fund, the i nvestments of money in any fund or account and the def easance of Outstanding Bonds, al I amounts required to be deposi ted i nto or on deposi t i n the Rebate Fund shad I be governed excel usi vel y by thi s Secti on 6.16 and by the Tax Certi f i cate (whi ch i s i ncorporated herei n by ref erence). The Trustee shad I be deemed conclusively to have complied with such provisions if it follows the Written Request of the Agency, and shad I have no I i abi I i ty or responsi bi I i ty to enforce compel i ance by the Agency wi th the terms of the Tax Certif i cate or any of the covenants of the Agency i n thi s Secti on 6.16. (b) The Agency shad I not use or permit the use of any proceeds of Bonds or any f unds of the Agency, di recd y or i ndi recd y, to acqui re any securi ti es or obl i gati ons, and shad I not take or permit to be taken any other action or actions, which would cause any Bonds to be "arbitrage bond' within the meaning of Section 148 of the Code of "federally guaranteed" within the meaning of Section 149(b) of the Code and any such applicable requirements promulgated from time to time thereunder and under Section 103(c) of the Internal Revenue Code of 1954, as amended. The Agency shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. The Agency shall compl y wi th all requi rements of Secti ons 148 and 149(d) of the Code to the extent appl i cable to the Bonds. I n the event that at any time the Agency i s of the opinion that for purposes of thi s Secti on 6.16(b) it is necessary to restri ct or to I i mi t the yi el d on the i nvestment of any moneys hel d by the Trustee under thi s I ndenture, the Agency shad I so i nstruct the Trustee under thi s I ndenture i n wri ti ng, and the Trustee shad I take such acti on as may be necessary i n accordance wi th such i nstructi ons. The Agency shad I not use or permit the use of any proceeds of the Bonds or any funds of the Agency, directly or indirectly, in any manner, and shall not take or omit to take any OHS West:260859868 38 action that would cause any of the Tax-Exempt Bonds to be treated as an obligation not described in Section 103(a) of the Code; or cause any Bonds whi ch are Build America Bonds to fad I to meet the requirements of Section 54AA of the Code. (c) Notwithstanding any provisions of this Section 6.16, if the Agency shall provi de to the Trustee an opinion of nationally recognized bond counsel that any specified action required under this Section 6.16 is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest with respect to the Bonds, the Trustee and the Agency may conclusively rely on such opinion in complying with the requirements o f this Section, and, notwithstanding Article V l l l hereof, the covenants hereunder shal I be deemed to be modif i ed to that extent. (d) The Agency covenants and agrees to take all actions required by applicable laws and regulations to provide for the receipt of Subsidy Payments. (e) The provi si ons of thi s Secti on 6.16 shad I not appl y to any Seri es of Bonds whi ch the Agency shad I certify to the Trustee i s not i ntended to compel y wi th the requi rements of the Code necessary to make i nterest on such Seri es of Bonds excl udabl e f rom gross i ncome for federal tax purposes. Section 6.17 Agreementswith Other Taxing Agencies So long as any Bonds are Outstanding, the Agency shall not (a) enter into any nevi agreement, or amend any existing agreement, with any taking agency entered into (i) pursuant to Section 33401 of the Law or (ii) which operates as a waiver of the Agency's right to receive Tax Revenues under the Redevelopment Plan, or (b) enter into any disposition, development, owner participation or other agreement, or amend any existing agreement, which requires the Agency to make payments f rom Tax Revenues, unless the Agency's obligations under such agreement are made expressly subordinate and junior to the Agency's obligations under this Indenture and the Bonds. Section 6.18 Housing Fund. The Agency covenants and agrees to use the moneys in the Housing Fund in accordance wi th Sections 33334.2, 33334.3, and 33334.6 of the Law, and further covenants and agrees to disburse, expend or encumber any "excess surplus" (as defined in Section 33334.12 of the Law) in the Housing Fund at such times and in such manner that the Agency shall not be subject to sanctions pursuant to subdivision (e) of said Section 33334.12. Section 6.19 Continuing Disclosure The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure of the Agency to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder; provided, however, that the Trustee at the written direction of any Underwriter or the Owners of at least 25% aggregate principal amount of outstanding Series 2010A Bonds, shall but only to the extent indemnified to its satisfaction from and against any liability or expense) or any Owner or benef i ci al owner of the Seri es 2010A Bonds may, take such acti ons as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. OHS West:260859868 39 ARTI CLE VI I THE TRUSTEE Section 7.01 Appointment of Trustee. U.S. Bank National Association, a national banking association organized and existing under and by virtue of the I avrs of the United States of America, is hereby appointed Trustee by the Agency for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and appl y the same as provi ded i n thi s I ndenture. The Agency agrees that i t wi I I mai ntai n a Trustee having a corporate trust office in the State, with a combined capital and surplus, or a member of a bank holding company system the lead bank of which shall have a combined capital and surplus, of at least $75,000,000, and subject to supervision or examination by Federal or State authority, so long as any Bonds are Outstanding. If such bank, national banking association or trust company publishes a report of condition at least annually pursuant to I avr or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section 7.01 the combined capital and surplus of such bank, national banki ng associ ati on or trust company shad I be deemed to be i is combi ned capi tat and surpl us as set f orth i n i is most recent report of condi ti on so publ i shed. The Trustee is hereby authorized to pay the principal or Accreted Value of and interest and redemption premium (if any) on the Bonds when duly presented for payment at maturity, or on redemption prior to maturity, and to cancel all Bonds upon payment thereof. The Trustee shall keep accurate records of all funds and accounts administered by it and of all Bonds paid and discharged. Section 7.02 Acceptance of Trusts The Trustee hereby accepts the trusts i mposed upon i t by thi s I ndenture, and agrees to perform sad d trusts, but onl y upon and subj ect to the fol I owi ng express terms and condi ti ons: (a) The Trustee shad I not be I i abl e f or any error of j udgment made i n good faith by a responsible officer of the Trustee, unless it shall be proved that the Trustee was negl i gent i n ascertai ni ng the perti nent f acts. (b) Whenever i n the admi ni strati on of thi s I ndenture the Trustee shad I deem i t desi rabl a that a matter be proved or establ i shed pri or to taki ng, suff eri ng or om i tti ng any acti on hereunder, the Trustee (unless other evidence is herein speci f i cal I y prescribed) may, in the absence of bad f ai th on its part, rely upon a Certificate of the Agency. (c) The Trustee shad I be under no obl i gati on to exerci se any of the ri ghts or powers vested i n i t by thi s I ndenture at the request or di recti on of any of the Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be i ncurred by i t i n compel i ance wi th such request or di recti on. (d) The Trustee shad I not be bound to make any i nvesti gati on i nto the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond or other paper or document, but the Trustee, in its OHS West:260859868 40 discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (e) The Trustee, prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default that may have occurred, undertakes to perform such duties and only such duties as are speci f i cal I y set forth in this Indenture and no covenants of or against the Trustee shall be implied in this Indenture. In case an Event of Default hereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the ri ghts and powers vested i n i t by thi s I ndenture, and shad I use the same degree of care and ski I I i n the exercise of such rights and powers as a prudent person would exercise or use under the ci rcumstances i n the conduct of hi s own aff ai rs. (f) The Trustee may execute any of the trusts or powers hereunder and perform the duties required of it hereunder either directly or by or through attorneys or agents, shal I not be I i abl e f or the acts or om i ssi ons of such attorneys or agents appoi nted wi th due care, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder. The Trustee may conclusively rely on an opinion of counsel as full and complete authorization and protecti on f or any acti on taken, suff ered or om i tted by i t hereunder. (g) The Trustee shad I not be responsi bl e f or any reci tal herei n or i n the Bonds, or for any of the suppl ements thereto or i nstruments of f urther assurance, or for the suff i ci ency of the security for the Bonds issued hereunder or intended to be secured hereby and makes no representation as to the val i di ty or sufficiency of the Bonds or this Indenture. The Trustee shal I not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Agency hereunder. The Trustee shall not be responsible for the application by the Agency of the proceeds of the Bonds. (h) The Trustee may become the Owner or pledgee of Bonds secured hereby with the same rights it would have if not the Trustee, may acquire and dispose of other bonds or evidences of indebtedness of the Agency with the same rights it would have if it were not the Trustee, and may act as a depositary for and permit any of its officers or directors to act as a member of, or in the capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate pri nci pal amount of the Bonds then Outstandi ng. (i) The Trustee may rel y and shad I be protected i n acti ng or ref red ni ng f rom acting, in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, consent, certificate, order, affidavit, letter, telegram or other paper or document bel i eved by i t to be genui ne and to have been si gned or presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negl i gence pursuant to thi s I ndenture upon the request or authority or consent of any person who at the ti me of maki ng such request or gi vi ng such authori ty or consent i s the Owner of any Bond, shal I be concl usi ve and bi ndi ng upon al I f uture Owners of the same Bond and upon Bonds i ssued i n exchange therefor or i n pl ace thereof. The Trustee shad I not be bound to recogni ze any person as an Owner of any Bond or to take any acti on at hi s request unl ess the ownershi p of Bond by such person shad l be reflected on the Registration Books. OHS West:260859868 41 (j) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. (k) The Trustee shall not be required to take notice or to be deemed to have notice of any Event of Default hereunder except failure by the Agency to make any of the payments to the Trustee required to be made by the Agency pursuant hereto, unless the Trustee shall be specifically notified in writing of such default by the Agency or by the Owners of at I east 25% i n aggregate pri nci pal amount of the Bonds then Outstandi ng and al I noti ce or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Pri nci pal Corporate Trust Office of the Trustee, and i n the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as of oresai d. (1) At any and all reasonabl e ti mes the Trustee and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right fully, but shall not be requi red, to i nspect al I books, papers and records of the Agency pertai ni ng to the Bonds, and to make copi es of any of such books, papers and records whi ch are not pri vi I eged by statute or by I air. (m) The Trustee shad I not be required to give any bond or surety in respect of the executi on of the sai d trusts and powers or otherwi se i n respect of the premi ses hereof. (n) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Bonds, the withdrawal of any cash, the red ease of any property, or any action whatsoever wi thi n the purvi env of thi s I ndenture, the Trustee shad I have the ri ght, but shad I not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate acti on or evidence thereof, as may be deemed desirable for the purpose of establishing the right of the Agency to the execution of any Bonds, the withdrawal of any cash or the taking of any other action by the Trustee. (o) All moneys received by the Trustee shed l, until used or applied or invested as herein provided, be het d intrust for the purposes for which they were received but need not be segregated from other funds except to the extent required by lair. (p) Whether or not expressly provided therein, every provision of this I ndenture red ati ng to the conduct or aff ecti ng the I i abi I i ty of the Trustee shad I be subj ect to the provisions of this Section 7.02. (q) No implied covenants or obligations shall be read into this Indenture aged nst the Trustee. (r) Notwithstanding any other provision hereof, in determining whether the rights of the Owners will be adversely affected by and action taken or omitted hereunder, the Trustee shal I consider the eff ect on the Owners as if there were no Bond Insurance Policy. OHS West:260859868 42 (s) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (t) The immunities extended to the Trustee also extend to its directors, officers, employees and agents. Section 7.03 Fees, Charges and Expenses of Trustee. The Trustee shad I be entitled to payment and reimbursement from the Agency for reasonable fees for its services rendered hereunder and all advances, counsel fees (including expenses) and other expenses reasonabl y and necessari I y made or i ncurred by the Trustee i n connecti on wi th such servi ces and the Agency shad I pay such amounts to the Trustee upon recei pt of an i nvoi ce f rom the Trustee. Upon the occurrence of an Event of Default hereunder, but only upon any Event of Default, the Trustee shall have afirst lien with right of payment prior to payment of any Bond upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it. Any amounts advanced by the Trustee hereunder shall be reimbursed, together with interest thereon at the maxi mum rate al I owed by I avr. Section 7.04 Notice to Bond Owners of Default. If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 7.02(k) hereof, then the Trustee shall, in addition to any notice required under Section 12.09 hereof, within 30 days of the receipt of such notice, give written notice thereof by first class mail to the Owner of each such Bond and to the Bond Insurer, unless such Event of Default shall have been cured before the giving of such notice, provided, however, that unless such Event of Default consists of the failure by the Agency to make any payment when due, the Trustee may elect not to give such notice to the Owners (but shall give such noti ce to the Bond Insurer) if and so long as the Trustee in good f ai th determines that it is in the best i nterests of the Bond Owners not to give such notice. Section 7.05 Intervention by Trustee. I n any j udi ci al proceedi ng to whi ch the Agency i s a party that, i n the opi ni on of the Trustee and i is counsel, has a substanti al beari ng on the i nterests of Owners of any of the Bonds hereunder, the Trustee may i ntervene on behalf of such Bond Owners, and subject to Section 7.02(c), shall do so if requested in writing by the Owners of at I east 25% i n aggregate pri nci pal amount of such Bonds then Outstandi ng. Section 7.06 Removal of Trustee. The Trustee may be removed at any ti me by an instrument or concurrent instruments in writing, filed with the Trustee and signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and the Bond Insurer or, in the case of breach by the Trustee of i is obl i gati ons hereunder, by the Bond Insurer alone. The Agency may also remove the Trustee at any time, except during the existence of an Event of Default. The Trustee may be removed at any time for any breach of the Trustee's duties set forth herein. No removal, resignation or termination of the Trustee shall take effect unti I a successor, acceptabd a to the Bond I nsurer, shad I be appoi nted. Section 7.07 Resignation by Trustee. The Trustee and any successor Trustee may at any ti me gi ve pri or wri tten noti ce of i is i ntenti on to resi gn as Trustee hereunder, such notice to be given to the Agency and the Bond Insurer by registered or certified mail. Upon OHS West:260859868 43 receiving such notice of resignation, the Agency shall promptly appoint a successor Trustee. Any resi gnati on or removal of the Trustee and appoi ntment of a successor Trustee shad I become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Agency shad I cause noti ce thereof to be gi ven by f i rst cl ass mai 1, postage prepai d, to the Bond Owners at their respective addresses set forth on the Registration Books. The Bond Insurer shall receive prior written notice of any name change of the Trustee or the resignation or removal of the Trustee. No removal, resignation or termination of the Trustee shall take effect unti I a successor, acceptabl a to the Bond I nsurer, shad I be appoi nted. Section 7.08 Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 7.06 or 7.07, respectively, with the prior written consent of the Bond Insurer, the Agency shall promptly appoint a successor Trustee. In the event the Agency shall for any reason whatsoever f ai I to appoint a successor Trustee wi thi n 30 days f of I owi ng the del i very to the Trustee of the i nstrument descri bed i n Secti on 7.06 or within 30 days following the receipt of notice by the Agency pursuant to Section 7.07, the Trustee may, at the expense of the Agency, apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 7.01. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Agency purporting to appoint asuccessor Trustee following the ex pi ration of such 30-day period. Section 7.09 Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall meet the requirements set forth in Section 7.01, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. Section 7.10 Concerning any Successor Trustee. Every successor Trustee appoi nted hereunder shad I execute, acknowl edge and del i ver to i is predecessor and al so to the Agency an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become ful ly vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors, but such predecessor shall, nevertheless, on the Written Request of the Agency, or of the Trustee's successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Agency be required by any successor Trustee f or more f ul I y and certai nl y vesti ng i n such successor the estate, ri ghts, powers and duti es hereby vested or i ntended to be vested i n the predecessor Trustee, any and al I such instruments in writing shall, on request, be executed, acknowledged and delivered by the Agency. OHS West:260859868 44 Section 7.11 Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact busi ness as Trustee i n such j uri sdi cti on. I t i s recogni zed that i n the case of I i ti gati on under thi s ndenture, and i n parti cul ar i n case of the enf orcement of the ri ghts of the Trustee on default, or i n the case the Trustee deems that by reason of any present or f uture I aW of any j uri sdi cti on i t may not exercise any of the powers, ri ghts or remedies herei n granted to the Trustee or hold ti tl e to the properti es, i n trust, as herei n granted, or take any other acti on that may be desi rabl e or necessary in connection therewith, it may be necessary that the Trustee or the Agency appoint an additional individual or institution as a separate trustee or co-trustee. ThefolIowing provi si ons of thi s Secti on 7.11 are adopted to these ends. In the event that the Trustee or the Agency appoints an additional individual or institution as a separate trustee or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this I ndenture to be exerci sed by or vested i n or conveyed to the Trustee with respect thereto shad I be exerci sabl e by and vest i n such separate trustee or co-trustee but onl y to the extent necessary to enable such separate trustee or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee shall run to and be enforceable by either of them. Should any instrument in writing from the Agency be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Agency. In case any separate trustee or co-trustee, or a successor to either, shall become i ncapabl e of acti ng, shad I resi gn or shad I be removed, al I the estates, properti es, ri ghts, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shal I vest i n and be exercised by the Trustee unti I the appoi ntment of a new trustee or successor to such separate trustee or co-trustee. Section 7.12 Limited Liability of Trustee. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder. The Trustee shall not be I i abl e f or any action taken or omitted to be taken by it in accordance wi th the di recti on of the Bond Insurer or of the Owners of at least 25% in aggregate principal amount of Bonds Outstanding relating to the time, method and place of conducting any proceedi ng or remedy avai I abl a to the Trustee under thi s I ndenture or exerci si ng any power conferred upon the Trustee under this Indenture. The Agency hereby agrees to indemnify and hold harm d ess the Trustee for any cost, expense, claim, loss or I i abi I i ty incurred by the Trustee, including, without limitation, fees and expenses of its attorneys, not relating to its own negligence or willful misconduct. The obligations of the Agency under Section 7.03 and this Section 7.12 shad I survive the resignation or removal of the Trustee under this Indenture. OHS West:260859868 45 ARTI CLE VI I I AM ENDM ENT OF THE INDENTURE Section 8.01 Amendment by Consent of Owners The Indenture and the rights and obligations of the Agency and of the Owners may be amended at any time by a Supplemental Indenture which shad I become binding when the written consents of the Owners of at I east sixty per cent (60%) i n aggregate pri nci pal amount of the Bonds then Outstandi ng, exclusive of Bonds disqualified as provided in Section 8.02, and the written consent of the Bond Insurer, if any, are filed with the Trustee. No such amendment shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the obligation of the Agency to pay the i nterest or principal or redemption premium, if any, at the ti me and pl ace and at the rate and in the currency provided herein of any Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the PI edged Revenues superior to or on a pari ty with the pl edge and lien created in this Indenture for the benefit of the Bonds, except as expressly permitted by this Indenture, or (3) reduce the percentage of Bonds requi red for the written consent to any such amendment, or (4) modify the rights or obligati ons of the Trustee without its pri or wri tten assent thereto. The I ndenture and the ri ghts and obl i gati ons of the Agency and of the Owners may al so be amended at any ti me by a Suppl emental I ndenture whi ch shad I become bi ndi ng upon execution, without the consent of any Owners, but only to the extent permitted by Iavr and only for any one or more of the fol I owi ng purposes. (a) To add to the covenants and agreements of the Agency in this Indenture contai ned, other covenants and agreements thereafter to be observed, or to surrender any ri ght or power herein reserved to or conferred upon the Agency; (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 regard to questions arising under this Indenture, as the Agency may deem necessary or desirable and not inconsistent with this Indenture, and which shall not adversely affect the interest of the Owners; (c) To provide for the issuance of any Additional Bonds, and to provide the terms and conditions under which such Additional Bonds may be issued, subject to and in accordancewith the provisions of Article IV; (d) To modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be perm i tted by sad d act or si m i I ar f ederal statute, and whi ch shad I not materi al I y adversel y off ect the interests of the Owners of the Bonds, (e) To mai ntai n the excel usi on of i nterest on the Bonds f rom gross i ncome f or federal income tax purposes; OHS West:260859868 46 (f) To the extent necessary to obtai n a Bond I nsurance Pol i cy, to obtai n a rating on the Bonds or in connection with satisfying all or a portion of the Reserve Account Requirement by crediting a letter of credit or Bond Insurance Pot i cy to the Reserve Account; or (g) For any other purpose that does not materially adversely affect the interests of the Owners. Section 8.02 Disqualified Bonds Bonds owned or held by or for the account of the Agency or the City shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds in this Indenture provided for, and shall not be entitled to consent to, or take any other action in this Indenture provided for. Upon request of the Trustee, the Agency shall specify in a certificate to the Trustee those Bonds disqualified pursuant to thi s Secti on and the Trustee may conclusively rely on such certificate. Section 8.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as herei nabove provided, the Agency may determine that the Bonds may bear a notation, by endorsement in form approved by the Agency, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and desi gnate f or that purpose, a suitable notation as to such action shall be made on such Bond. If the Agency shall so determine, near Bonds so modified as, in the opi ni on of the Agency, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such near Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds. Section 8.04 Amendment by M utual Consent. The provisions of this article shal I not prevent any Owner f rom accepti ng any amendment as to the parti cul ar Bonds hel d by hi m, provided that due notation thereof is made on such Bonds. Section 8.05 Opinion of Counsel. The Trustee may conclusively accept an opinion of counsel to the Agency that an amendment of this Indenture is in conformity with the provisionsof thisarticle. Section 8.06 Consent of the Bond Insurer. With respect to amendments or suppl ements to thi s I ndenture whi ch do not requi re the consent of the Owners, the Bond I nsurer must be given notice of any such amendments or supplements. With respect to amendments or suppl ements to thi s I ndenture whi ch requi re the consent of the Owners, the Bond I nsurer' s pri or written consent is required. Notwithstanding any other provision of this Indenture, in determining whether the rights of Owners will be adversely affected by any action taken pursuant to the terms and provi si ons of thi s I ndenture, the Trustee shad I consi der the effect on the Owners as if there were no Bond Insurance Policy. Any provision of this Indenture expressl y recogni zi ng or granti ng ri ghts i n or to the Bond I nsurer may not be amended i n any manner which affects the rights of the Bond Insurer hereunder without the prior written consent of the Bond I nsurer. Copies of any amendments or supplements to such documents which are OHS West:260859868 47 consented to by the Bond I nsurer shad I be sent to the rati ng agencies which have assi gned a rati ng to the Seri es 2010A Bonds. ARTICLE I X EVENTS OF DEFAULT AND REM EDI ES OF OWNERS Section 9.01 Events of Default and Acceleration of Maturities If one or more of the f of lowing events (herein cal led " Events of Default") shad I happen, that is to say: (a) If default shall be made in the due and punctual payment of the principal or Accreted Value of or redemption premium, if any, or any mandatory sinking fund payment, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by decl arati on or otherwi se; (b) If default shad I be made i n the due and punctual payment of the i nterest on any Bond when and as the same shad I become due and payable, (c) If default shall be made by the Agency in the observance of any of the agreements, condi ti ons or covenants on i is part i n thi s I ndenture or i n the Bonds contai ned, and such default shad I have conti nued for a period of 60 days after the Agency shad I have been given notice in writing of such default by the Trustee, provided, however, that such default shall not constitute an Event of Default hereunder if the Agency shall commence to cure such default within said 60-day period and thereafter diligently and in good faith proceed to cure such default within a reasonable period of time, or (d) If the Agency shall file a petition or answer seeking reorganization or arrangement under the f ederal bankruptcy I airs or any other appl i cabl e I aw of the U ni ted States of America, or if a court of competent jurisdiction shed 1 approve a petition, filed with or without the consent of the Agency, seeki ng reorgani zati on under the f ederal bankruptcy I airs or any other applicable law of the United States of America, or if, under the provisions of any other law for the rel i of or ai d of debtors, any court of competent j uri sdi cti on shad I assume custody or control of the Agency or of the whol e or any substanti al part of i is property; then, and in each and every such case during the continuance of such event of default, the Trustee may, and upon the direction of the Bond Insurer or upon the written request of the Owners of not I ess than twenty-f i ve per cent (25%) in aggregate pri nci pal amount of the Bonds at the ti me Outstandi ng with the consent of the Bond I nsurer, shed 1, by noti ce i n writi ng to the Agency, decl are the pri nci pal or Accreted Val ue of al I of the Bonds then Outstandi ng, and the i nterest accrued thereon, to be due and payabl e i mmedi atel y, and upon any such decl arati on the same shad I become and shad I be i mmedi atel y due and payabl e, anythi ng i n thi s I ndenture or i n the Bonds contained to the contrary notwithstanding; provided, however, that any such declaration shall be subj ect to the pri or wri tten consent of the Bond Insurer, if any. This provision, however, is subject to the condition that if, at any time after the principal or Accreted Value of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shed 1 have been obtained or entered, the Agency shad I deposi t wi th the Trustee a sum suff i ci ent to pay all I pri nci pal on the OHS West:260859868 48 Bonds matured prior to such decl arati on and al I matured instal I ments of interest (if any) upon al I the Bonds, with interest at the rate often percent (10%) per annum on such overdue instal I ments of pri nci pal and i nterest, and the expenses of the Trustee, i ncl udi ng attorneys f ees, and any and al I other defaults known to the Trustee (other than i n the payment of pri nci pal or Accreted Val ue of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the sati sf acti on of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of at least twenty-five per cent (25%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences, provided, however, that no such rescission or annulment shall occur without the prior written consent of the Bond Insurer, if any. No such rescission and annulment shall extend to or shall affect any subsequent default, or shall i mpai r or exhaust any right or power consequent thereon. Section 9.02 Application of Funds Upon Acceleration. All money in the funds and accounts provided for in this Indenture upon the date of the declaration of acceleration by the Trustee as provided in Section 9.01, and all Tax Revenues thereafter received by the Agency hereunder, shall be transmitted to the Trustee and shall be applied by the Trustee i n the f of I owi ng order: First, to the payment of the costs and expenses of the Trustee, if any, in carryi ng out the provi si ons of thi s arti cl e, i ncl udi ng reasonabl a compensati on to i is agents, attorneys and counsel and i ncurred i n and about the perf ormance of i is powers and duti es under thi s I ndenture. Second, upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid, to the payment of the whol e amount then owi ng and unpai d upon the Bonds f or i nterest and pri nci pal, wi th i nterest on the overdue i nterest and pri nci pal at the rate of ten per cent (10%) per annum, and i n case such money shad I be i nsuff i ci ent to pay i n f ul I the whol e amount so owi ng and unpai d upon the Bonds, then to the payment of such i nterest, pri nci pal and i nterest on overdue i nterest and principal without preference or priority among such interest, principal and interest on overdue i nterest and pri nci pal, ratably to the aggregate of such i nterest, pri nci pal and i nterest on overdue interest and pri nci pal. Section 9.03 Other Remediesof Owners Any Owner shall havethe right for the equal benefit and protection of all Owners similarly situated: (a) By mandamus or other suitor proceeding at lair or inequity to enforce his rights aged nst the Agency and any of the members, officers and employees of the Agency, and to compel the Agency or any such members, officers or employees to perform and carry out their duti es under the Lair and thei r agreements wi th the Owners as provi ded i n thi s I ndenture, (b) By sui t i n equi ty to enj of n any acts or thi ngs whi ch are unl atrf ul or vi of ate the rights of the Owners; or OHS West:260859868 49 (c) Upon the happening of an event of default (as defined in Section 9.01), by a suit inequity to require the Agency and its members, officers and employees to account as the trustee of an express trust. Section 9.04 Non-Waiver. Nothing in this article or in any other provision of thi s I ndenture, or i n the Bonds, shad I affect or i mpai r the obl i gati on of the Agency, whi ch i s absol ute and uncondi ti onal, to pay the i nterest on and pri nci pal or Accreted Val ue of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Tax Revenues pledged for such payment, or affect or impair the right of action, which is also absolute and unconditioned, of such Owners to institute suit to enforce such payment by vi rtue of the contract embodied i n the Bonds and i n this I ndenture. A waiver of any default or breach of duty or contract by any Owner shall not aff ect any subsequent def aul t or breach of duty or contract, or i mpai r any ri ghts or remedi es on any such subsequent default or breach. No delay or omission by any Owner to exercise any right or power accrui ng upon any def aul t shad I i mpai r any such ri ght or power or shad I be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the Law or by this article may be enforced and exercised from ti me to ti me and as often as shad I be deemed expedient by the Owners. If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the Trustee, the Agency and the Owners shal I be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 9.05 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 f or the equal benef i t and protecti on of al I Owners, and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taki ng and hod di ng the same, shad I be concl usi vet y deemed so to have appoi nted it) the true and lawful attorney-in-fact of the Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and thingsfor and on behalf of the Owners as a cl ass or cl asses, as may be necessary or advi sabl e i n the opi ni on of the Trustee as such attorney-in-fact; provided, however, the Trustee shall have no duty or obligation to enforce any right or remedy and ess i t has been indemnified by the Owners f rom any liability or expense including without limitation fees and expenses of its attorneys. Section 9.06 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners i s i ntended to be excel usi ve 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 9.07 Ownerd Direction of Proceedings Except as provided in Section 9.10, anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, with the written consent of the Bond Insurer, by an instrument or concurrent instruments in writing OHS West:260859868 50 executed and delivered to the Trustee and upon furnishing the Trustee with indemnification satisfactory to it, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance wi th I aW and the provisions of this Indenture, that the Trustee may take any other action deemed proper by the Trustee whi ch i s not i nconsi scent wi th such di recti on, and that the Trustee shad I have the ri ght to decd i ne to fol I ow any such di recti on whi ch i n the opi ni on of the Trustee woul d be unj ustl y pro udi ci al to Owners not parti es to such di recti on. Section 9.08 Bond I nsurer Deemed Owner. For the purposes of (i) the giving of consents to amendments to thi s I ndenture pursuant to Secti on 8.01 hereof, (i i) the gi vi ng of any other consent of the Owners hereunder, and (i i i) the control and di recti on of al I ri ghts and remedies upon the occurrence of an Event of Default, the Bond Insurer shall be deemed to be the sod e Owner of the Bonds for whi ch i t provi des a Bond I nsurance Pol i cy for so I ong as i t has not f ai I ed to compel y wi th i is payment obl i gati ons under the Bond I nsurance Pol i cy; provi ded, however, that, notwi thstandi ng the f oregoi ng, the Bond Insurer shad I not be deemed to be the Owner of the Bonds for any consent to an amendment to this Indenture that (1) extends the maturity of or reduces the interest rate on of any Bond or extends the ti me of payment of such i nterest or reduces the amount of pri nci pal thereon, (2) reduces the percentage of Owners whose consent is required for the execution of any amendment hereof or supplement hereto, or (3) amends Section 8.01 hereof. Section 9.09 Limitation on Owners' Right to Sue. No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Law or any other appl i cabl e I aw with respect to such Bond, unless(l) such Owner shall have gi ven to the Trustee written notice of the occurrence of an Event of Default; (2) the Owners of not less than twenty- five percent (25%) in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name, (3) such Owner or said Owners shall have tendered to the Trustee reasonabl e i ndemni ty aged nst the costs, expenses and I i abi I i ti es to be incurred in compliance with such request; (4) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; and (5) the Trustee shall not have received contrary di recti ons f rom the Owners of a majority in aggregate pri nci pal amount of the Bonds then Outstandi ng. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be condi ti ons precedent to the exerci se by any Owner of Bonds of any remedy hereunder or under I aw; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to affect, disturb or pro udi ce the security of thi s I ndenture or the ri ghts of any other Owners of Bonds, or to enforce any ri ght under thi s I ndenture, the Law or other appl i cabl e I aw wi th respect to the Bonds, Except i n the manner herei n provi ded, and that al I proceedi ngs at I aw or i n equi ty to enf orce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this I ndenture. OHS West:260859868 51 Section 9.10 Bond Insurer's Direction of Proceedings Notwithstanding any other provision hereof, upon the occurrence and continuance of an Event of Default as defined herei n and so I ong as the Bond I nsurance Pol i cy i s i n f ul I f orce and eff ect and so I ong as the Bond I nsurer i s not i n def aul t thereunder, the Bond I nsurer shed I be enti tl ed to control and di rect the enforcement of al I rights and remedies granted to the Owners or the Trustee for the benefit of the Owners under this Indenture, including, without I imitation: (i) the right to accelerate the principal or Accreted Value of the Bonds and (ii) the right to annul any declaration of acceleration, and the Bond Insurer shall also be entitled to approve all waivers of Events of Default. Notwithstanding anything in this Indenture to the contrary: (i) if the Bond Insurer has failed to make any payments under the Bond Insurance Policy, and such failure remains unremedied, all rights accruing to the Bond Insurer hereunder with respect to the giving of i nstructi ons, approval s or consents shad I cease to be i n f orce and eff ect unti I such ti me as such failure to make such payments has been remedied, and (ii) the Trustee undertakes no responsibility for delivering any notices to the Bond Insurer except as expressly provided herein and no act or omission of the Trustee shat I affect or i mpai r in any manner the enforceability of the Bond Insurance Pol icy. ARTICLE X DEFEASANCE Section 10.01 Discharge of I ndebtedness If the Agency shad I pay or cause to be pai d, or there shad I otherwi se be pai d, to the Owners of al I Outstandi ng Bonds the i nterest due thereon and the pri nci pal thereof, at the ti mes and i n the manner sti put ated therei n and i n this Indenture, then the Owners of such Bonds shall cease to be entitled to the pledge of PI edged Revenues, and al I covenants, agreements and other obl i gati ons of the Agency to the Owners of such Bonds under this Indenture shad I thereupon cease, themi nate and become void and be di scharged and sati sf i ed. I n such event, the Trustee shad I execute and del i ver to the Agency al I such i nstruments as may be desi rabl e to evi dence such di scharge and sati sfacti on, and the Trustee shall pay over or deliver to the Agency all money or securities held by them pursuant to thi s I ndenture whi ch are not requi red f or the payment of the i nterest due on and the pri nci pal or Accreted Val ue of such Bonds other than the moneys, if any, i n the Rebate Fund. Bonds for the payment of which money shall have been set aside (through deposit by the Agency or otherwise) to be held i n trust by the Trustee for such payment at the maturity or redempti on date thereof shad I be deemed, as of the date of such setti ng asi de, to have been pai d within the meaning and with the effect expressed in thefirst paragraph of this section. Any Outstandi ng Bonds shad I pri or to the maturity date thereof be deemed to have been paid within the meaning and with the effect expressed in the first paragraph of this section if (1) there shad I have been deposited with the Trustee either money i n an amount whi ch shad I be sufficient, or Federal Securities (including any Federal Securities issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) the principal of and the interest on which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due OHS West:260859868 52 the interest due and to become due on such Bonds on and prior to the maturity date thereof, and the principal or Accreted Value of such Bonds (the sufficiency of such amounts to be appropriately verified), (2) the Agency shall have given the Trustee in form satisfactory to it i rrevocabl e i nstructi ons to mai 1, as soon as practi cabl e, a noti ce to the Owners of such Bonds that the deposit required by (1) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this section and stating the maturity date upon which money is to be available for the payment of the principal or Accreted Value of such Bonds, (3) the Trustee shad I have been i rrevocabl y instructed (by the terms of this Indenture or by Written Request of the Agency) to apply such money to the payment of such pri nci pal of and premium, if any, and interest on such Bonds and provided, further, that the Agency and the Trustee shad I have recei ved (A) an opi ni on of nati onal I y recogni zed bond counsel to the eff ect that such deposi t shad I not cause i nterest on the Bonds to be i ncl uded i n the gross i ncome of the benef i ci al owner thereof f or federal i ncome tax purposes and that the Bonds to be di scharged are no I onger Outstandi ng and (B) a veri f i cati on report of a f i rm of certi f i ed publ i c accountants or other f i nanci al servi ces f i rm acceptabl e to the Agency and the Bond I nsurer veri f yi ng that the money or securities so deposited or held together with earnings thereon will be sufficient to make all payments of principal of and premium, if any, and interest on the Bonds to be discharged to and including the earlier of their respective maturity dates or the date they are to be redeemed; and (4) the Agency shed 1 have received and the Bond Insurer shed 1 have approved opi ni ons regardi ng the vat i di ty and enf orceabi I i ty of the escrow agreement. Further, the Bond I nsurer shad I be provi ded an opi ni on of counsel that (A) the escrow deposi t wi I I not consti tute a voidable preference or transfer under the Federal Bankruptcy Code or any other similar state or federal statute in the event the Agency becomes a debtor within the meaning of the Federal Bankruptcy Code or comes within the protection of such similar state or federal statute Insolvency Event"), and (B) in such Insolvency Event, theescrow deposit will not betreated as part of the estate of the Agency. Any escrow agreement must be reasonably acceptable to the Bond Insurer. Neither Federal Securities nor money deposited with the Trustee pursuant to this section nor interest or principal payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shad I be het d i n trust for, the payment of the i nterest on and pri nci pal or Accreted Val ue of such Bonds; provi ded that any cash recei ved f rom such i nterest or principal payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the Extent practicable, be reinvested at the written direction of the Agency i n Federal Securi ti es maturi ng at ti mes and i n amounts suff i ci ent to pay when due the interest on and principal or Accreted Value of such Bonds on and prior to such maturity date thereof, and interest earned from such reinvestments shall be deposited in the Revenue Fund. For the purposes of thi s secti on, Federal Securities shat I mean and i ncl ude onl y such securities as are not subject to redemption prior to their maturity. Section 10.02 Unclaimed Mon eys Anything in this Indenture to the contrary notwi thstandi ng, any money het d by the Trustee i n trust for the payment and di scharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and 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 said date when such Bonds or interest thereon become due and payable, shall, at the Written Request of the Agency, be repaid by the Trustee to the A gency, as its absolute property and f ree f rom trust, OHS West:260859868 53 and the Trustee shad I thereupon be released and di scharged with respect thereto and the Owners shall look only to the Agency for the payment of such Bonds, provided, however, that before bei ng requi red to make any such payment to the Agency, the Trustee shed 1, at the Expense of the Agency, cause to be mai led to the registered Owners of such Bonds at their addresses as they appear on the regi strati on books of the Trustee a noti ce that sai d money remai ns uncl ai med and that, after a date named i n sai d noti ce, whi ch date shad I not be I ess than thi rty (30) days after the date of the mai I i ng of such noti ce, the bad ance of such money then uncl ai med wi I I be returned to the Agency. ARTI CLE XI PROVI SI ONS RELATI NG TO TH E BOND I NSURER Section 11.01 [ReservecO ARTI CLE XI I MISCELLANEOUS Section 12.01 Liability of Agency Limited to Pledged Revenues Notwithstanding anything in this Indenture contained, the Agency shall not be required to advance any money deri ved f rom any source of i ncome other than the PI edged Revenues f or the payment of the interest on or the principal or Accreted Value of the Bonds or for the perf ormance of any covenants herei n contai ned, other than the covenants contai ned i n Secti on 6.16 hereof. The Agency may, however, advance funds for any such purpose, provided that such funds are derived from a source I egal I y available for such purpose. The Agency's obligation to pay the Rebate Requirement to the United States of America pursuant to Section 6.16 hereof, shad I be consi dered the general obl i gati on of the Agency and shad I be payabl e f rom any avai I abl e f unds of the Agency. The Bonds are limited obligations of the Agency and are payable, as to interest thereon and principal thereof, exclusively from the Pledged Revenues, and the Agency is not obl i gated to pay them except f rom the PI edged Revenues. A I I of the Bonds are equal I y secured by a pl edge of, and charge and I i en upon, al I of the PI edged Revenues, and the PI edged Revenues constitute a trust fund for the security and payment of the interest on and the principal or Accreted Value of the Bonds. The Bonds are not a debt of the City of Rosemead, the State of California or any of its political subdivisions, and neither said City, said State nor any of its pot i ti cal subdi vi si ons i s I i abl e theref or, nor i n any event shad I the Bonds be payabl e out of any funds or properties other than those of the Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction, and neither the members of the Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. Section 12.02 Benefits of Indenture Limited to Parties Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Agency, the Trustee, the Bond I nsurer and the Owners any ri ght, remedy or cl ai m under or by reason of thi s ndenture. Any covenants, sti put ati ons, promi ses or agreements i n thi s I ndenture contai ned by OHS West:260859868 54 and on behalf of the Agency or any member, officer or employee thereof shall be for the sole and exclusive benefit of the Agency, the Trustee, the Bond Insurer and the Owners. Section 12.03 Successor Is Deemed Included In All References to Predecessor. Whenever in this Indenture either the Agency or any member, officer or employee thereof is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Agency, that are presently vested in the Agency or such member, officer or employee, and all the agreements, covenants and provisions contained in this Indenture by or on behalf of the Agency or any member, officer or employee thereof shall bind and i nure to the benefit of the respective successors thereof whether so expressed or not. Section 12.04 Execution of Documents by Owners Any request, declaration or other i nstrument whi ch thi s I ndenture may requi re or permi t to be executed by Owners may be i n one or more i nstruments of si mi I ar tenor, and shad I be executed by Owners i n person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or hi s attorney of such request, decd arati on or other i nstrument, or of such wri ti ng appoi nti ng such attorney, may be proved by the certif i cate of any notary publ i c or other off i cer authorized to take acknowl edgments of deeds to be recorded i n the state or territory i n whi ch he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, dud y sworn to bef ore such notary publ i c or other off i cer. Except as otherwise herein expressly provided, the amount of Bonds transferable by del i very hel d by any person executi ng such request, decl arati on or other i nstrument or wri ti ng as a Owner, and the numbers thereof, and the date of his holding such Bonds, may be proved by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee, executed by a trust company, bank or other depositary wherever situated, showing that at the date therein mentioned such person had on deposit with such depositary the Bonds described in such certificate. Continued ownership after the date of deposit stated in such certificate may be proved by the presentation of such certificate if the certificate contains a statement by the depositary that the Bonds therein referred to wi I I not be surrendered without the surrender of the certificate to the depositary, except with the consent of the Trustee. The Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable. The ownership of registered Bonds and the amount, maturity, number and date of hol di ng the same shad I be proved by the regi stry books provi ded f or i n Secti on 2.08. Any request, declaration or other instrument or writing of the Owner of any Bond shal I bi nd al I f uture Owners of such Bond i n respect of anythi ng done or suffered to be done by the Agency i n good f ai th and i n accordance therEw i th. Section 12.05 Waiver of Personal Liability. No member, officer or employee of the A gency shad I be i ndi vi dual I y or personal I y I i abl e f or the payment of the i nterest on or principal or Accreted Value of the Bonds, but nothing herein contained shall relieve any OHS West:260859868 55 member, off i cer or empl oyee of the Agency f rom the perf ormance of any off i ci al duty provi led by I air. Section 12.06 Acquisition of Bonds by Agency. All Bonds acquired by the Agency, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancel I at i on. Section 12.07 Destruction of Canceled Bonds Whenever in this Indenture provision is made for return to the Agency of any Bonds which have been canceled pursuant to the provi si ons of thi s I ndenture, the Trustee shad I destroy such Bonds and f urni sh to the Agency a certif i cate of such destructi on. Section 12.08 Content of Certificates and Reports Every certificate or report with respect to compliance with a condition or covenant provided for in this Indenture except the certif i cate contempl aced by Secti on 12.07, shad I i ncl ude (a) a statement that the person or persons making or giving such certificate or report have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certif i cate or report are based; (c) a statement that, in the opinion of the si gners, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been compel ied with. Any such certificate made or given by an officer of the Agency may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Agency, upon the certificate or opinion of or representations by an officer or officers of the Agency, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or i n exerci se of reasonabl a care shoul d have known that the same were erroneous. Section 12.09 Notice to Bond Insurer. Whenever any notice, authorization, request or demand i s requi red or permi tted to be gi ven to any party pursuant to thi s I ndenture, such notice, authorization, request or demand shall also be given in writing to the Bond Insurer, if any, by registered or certified mail at the address specified by such Bond Insurer. The Trustee shall notify the Bond Insurer of any known failure of the Agency to provide to the Trustee relevant notices, certificates, reports or other documents hereunder. Notwithstanding any other provision hereof, theTrusteeshall notify the Bond Insurer immediately if at any time there are insufficient moneys to make any payments of principal and Accreted Value of or interest on the Series 2010A Bonds as required hereunder and immediately upon the Trustee having actual knowledge of the occurrence of any Event of Default or any event, which with the passage of time could become an Event of Default. The Agency and the Trustee agree to OHS West:260859868 56 provide the Bond Insurer with any additional information concerning the Bonds as the Bond Insurer may reasonably request. Section 12.10 Funds and Accounts Any fund or account required by this I ndenture to be establ i shed and mai ntai ned by the Agency or the Trustee may be establ i shed and mai ntai ned i n the accounti ng records of the Agency or the Trustee ei ther as a f and or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practices and with due regard for the protection of the security of the Bonds and the ri ghts of the Owners. Section 12.11 Article and Section Headings and References Theheadingsor titles of the several articles and sections hereof, and the table of contents appended hereto, shad I be solely for convenience of reference and shedI not affect the meaning, construction or effect of this Indenture. All references herein to "Articles," "Section' and other subdivisions are to the corresponding articles, sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of si m i d ar import refer to this Indenture as a whole and not to any particular article, section or subdivision hereof. Section 12.12 Partial I nvalidity. If any one or more of the agreements or covenants or portions thereof provided in this Indenture to be performed on the part of the Agency (or of the Trustee) should be contrary to lave, then such agreement or agreements, such covenant or covenants, or such portions thereof, shall be null and void and shall be deemed separabl a from the remai ni ng agreements and covenants or portions thereof and shad I i n no way aff ect the vat i di ty of thi s I ndenture or of the Bonds, but the Owners shad I retai n al I the ri ghts and benefits accorded to them under the Lau or any other applicable provisions of lair. The Agency hereby declares that it would have adopted this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of thefact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or i nval i d. Section 12.13 Execution in Several Counterparts This Indenture may be executed in any number of counterparts and each of such counterparts shad I for al I purposes be deemed to be an original; and al I such counterparts, or as many of them as the Agency and the Trustee shad I preserve undestroyed, shad I together constitute but one and the same instrument. Section 12.14 Business Days When any action is provided for herein to be done on a day named or within a specif i ed ti me peri od, and the day or the last day of the peri od fal I s on a day other than a day whi ch i s not a Saturday, a Sunday, or a day on whi ch banks located in the city where the principal corporate trust office of the Trustee is located are requi red or authori zed to remai n cl osed (a " busi ness day" such acti on may be perf ormed on OHS West:260859868 57 the next ensuing business day with the same eff ect as though performed on the appointed day or within the specified period. Section 12.15 Governing Law. This Indenture shall be governed and construed in accordance with the laws of the State of Cal if orni a Section 12.16 Notices Whenever any notice is required to be given hereunder, such notice shall be mailed, first-class mail, postage prepaid, to the following parties at the following addresses: If to theAgency: Rosemead Community Development Commission 8838 East Valley Boulevard Rosemead, California 91770 Attention: Executive Director If to the Trustee. U.S. Bank National Association 633 West Fifth Street, 24th Floor L os A ngel es, Calif orni a 90071 Attn: Corporate Trust Services OHS West:260859868 58 III NV I 1 ,,1 ' S \\111 ~ R I OF, the RC7 S I :'vf 1: AD COMN It 11Y Di-. \1 L,OPMENT COVMISSIO\ 1~~I, cau~cd tlli~ lndcrltmv to be tiiLncd in its name by its J ~ccutiti c Director amd attcst~'d by it, Sccrctarv. and I S. R MV \A 11()\\L ASSOCIATON. in iol,,cil of its aC~~lilal]CC ()1 tllc tl tl~t-, crcatcd 17C1',2rlndcr. leas cam-cd 1h1-~ T1ldcnture k) 1,c till il~~j In It, C0I'11,)I'lt 2 n,lnIC h~ its kd'1I~:Cr tIIc calIIo duI~ amt Iiorizcd, all a; of the Gate and v car 1ir>t aho»:e vvrittcll. ROSL:N1I-ADCU\1\ 1UNITY DEVELOP\ 11 \L COMNII~ SIGN B% ATTI:SL: By_ Secretary L~ecati~ c Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Officer 59 IN WITNESS WI-HEREOF, the ROS'FV1,AD ('C)Nl1ll NIlY DEVELOPy11Vf COIF MISSION has caused this Indenture to b~:.,i-,ii,:d M its irlntc hN its l Ac~;utiv c Dircctot iiid attested by its Secretary, and U.S. BANK NA RONAL accchtamc of the trw is created 11cICLI]l ler, fi is camS-:d this Ll,12ll w-o to he tilCii,2d Ill Its c0I,I101"It" name h\ it, ol'liccr tlict,2mito dulN ~11-lthorized, nth ~i~,o the date tod year fiat iho~,c ti~rittcn. ROSL MEAD COMMUNITY DEVELOPI i I \ f COI`s I MISSION By ATTEST: By Secretary Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee B Authorized Officer 5 APPENDIX A FORM OF SERIES 2010A BOND No. A-1 ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION ROSEM EAD MERGED PROJECT AREA TAX ALLOCATION BOND, SERIES2010A RATE OF INTEREST: MATURITY DATE: DATED DATE: CUSIP: December 1 July 15, 2010 Registered Owner: CEDE & CO. Principal Amount: THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a public body, corporate and politic, duly organized and existing under and pursuant to the lags of the State of California (the "Agency"), for value received hereby promises to pay to the registered owner specified above, or registered assigns, on the Maturity Date specified above the Principal Amount specified above, together with interest thereon from the interest payment date next precedi ng the date of regi strati on on thi s Bond (unl ess thi s Bond i s regi stered duri ng the peri od f rom the 16th day of the month next precedi ng an i nterest payment date to and i ncl udi ng such i nterest payment date, i n whi ch event i t shad I bear i nterest f rom such i nterest payment date, or unl ess thi s Bond i s regi stered on or before the f i fteenth day of the month next precedi ng the f i rst i nterest payment date, i n whi ch event it shad I bear i nterest f rom the dated date) unti I the pri nci pal hereof shall have been paid, at the Rate of Interest specified above, payable on December 1, 2010, and semiannually thereafter on June 1 and December 1 in each year. Both the interest hereon and principal hereof are payable in I atrf ul money of the United States of America The principal (or redemption price) hereof is payable upon surrender hereof at maturity or the earlier redemption hereof at the corporate trust office of U.S. Bank National Association, in Los Angeles, California or such other place as designated by the Trustee. Interest hereon is payable by check ma I ed on each i nterest payment date by f i rst cl ass mai I to the person i n whose name thi s Bond i s regi stered at the cl ose of busi ness on the 15th day of the month next precedi ng the applicable interest payment date at such person's address as it appears on the registration books of the Trustee, or upon written request received by the Trustee prior to the fifteenth day of the month preceding an Interest Payment Date of an Owner of at least $1,000,000 in aggregate principal amount of Bonds, by wi re transf er in immediately avai d abl e funds to an account within the United States designated by such Owner. This Bond is one of a duly authorized issue of Rosemead Community Development Commission, Rosemead Merged Project Area Tax Allocation Bonds, Series 2010A OHS West:260859868.9 A-1 (the "Bond'), limited in aggregate principal amount to $11,230,000, al I of I i ke tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities or interest rates), all issued under the provisions of the Community Redevelopment Lair of the State of California, as supplemented and amended (the" Lau"), and pursuant to the provi si ons of an Indenture, dated as of June 1, 2010 (the " I ndenture" between the Agency and the Trustee. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture, and reference is hereby made to the Indenture, to any indentures supplemental thereto and to the Lair for a description of the terms on which the Bonds are issued, for the provisions with regard to the nature and extent of the security provided for the Bonds and of the nature, extent and manner of enforcement of such security, and for a statement of the rights of the registered owners of the Bonds; and all the terms of the Indenture and the Lavr are hereby incorporated herein and constitute a contract between the Agency and the registered owner from ti me to time of this Bond, and to al I the provisions thereof the registered owner of this Bond, by his acceptance hereof, consents and agrees. Each registered owner hereof shad I have recourse to all the provisions of the Lavr and the Indenture and shall be bound by all the terms and conditions thereof. The Bonds are i ssued to provi de f unds to ai d i n the f i nanci ng of the Rosemead Merged Project Area of the Agency, a duly adopted redevelopment project in the City of Rosemead, California, as more particularly described in the Indenture. The Bonds are special obligations of the Agency and are payable, as to interest thereon and principal thereof, exclusively from (1) certain tax revenues remaining after payment of debt service on certain prior lien bonds and other revenues, as described in the Indenture (the " Pledged Revenues" and the A gency i s not obl i gated to pay them except f rom the PI edged Revenues and (2) certai n f unds and accounts establ i shed pursuant to the Indenture. The Bonds are equal I y secured by a pledge of, and charge and I i en upon, the PI edged Revenues, and the PI edged Revenues consti tute a trust fund for the security and payment of the interest on and principal of the Bonds. Additional tax al I ocati on bonds payabl e f rom the PI edged Revenues may be i ssued whi ch wi I I rank equal I y as to security with the Bonds, but only subject to terms and conditions set forth in the Indenture. The Agency hereby covenants and warrants that, for the payment of the interest on and pri nci pal of thi s Bond and al I other Bonds i ssued under the I ndenture when due, there has been created and will be maintained by the Trustee a special fund into which all Pledged Revenues shat I be deposi ted, and as an irrevocable charge the Agency has al located the Pledged Revenues solely to the payment of the interest on and principal of the Bonds, and the Agency wi I I pay prompt) y when due the i nterest on and pri nci pal of thi s Bond and al I other Bonds of thi s i ssue and al I addi ti onal tax al I ocati on bonds authori zed by the I ndenture out of sai d speci al f und, al I i n accordance wi th the terms and provi si ons set f orth i n the I ndenture. I ndenture. The Bonds are subject to prior redemption in the manner described in the f an event of def aul t, as def i ned i n the I ndenture, shad I occur, the pri nci pal of al I Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, except that the Indenture provides that in certain events such decd arati on and i is consequences may be resci nded by the regi stered owners of at I east twenty- f i ve per cent (25%) i n aggregate pri nci pal amount of the Bonds then outstandi ng. OHS West:260859868.9 A-2 The Bonds are i ssuabl e only in the form of fully registered Bonds in the denomination of $5,000 and any integral multiple of $5,000 (not exceeding the principal amount of Bonds maturing at any one time). The owner of any Bond or Bonds may surrender the same at the above-mentioned office of the Trustee in exchange for an equal aggregate principal amount of fully registered Bonds of any other authorized denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. This Bond i s transferabl e, as provided i n the I ndenture, only upon a register to be kept for that purpose at the above-menti oned off i ce of the Trustee by the regi stered owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with awritten instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a nevi fully registered Bond or Bonds, in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Agency and the Trustee may deem and treat the person i n whose name this Bond is registered as the absol ute owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and pri nci pal hereof and for al I other purposes. The rights and obligations of the Agency and of the registered owners of the Bonds may be amended at any ti me i n the manner, to the Extent and upon the terms provided in the I ndenture, but no such amendment shed 1 (1) extend the maturity of thi s Bond, or reduce the i nterest rate hereon, or otherwi se al ter or i mpai r the obl i gati on of the A gency to pay the i nterest hereon or principal hereof or any premium payable on the redemption hereof at the time and place and at the rate and in the currency provided herein, without the Express written consent of the registered owner of this Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the Pledged Revenues superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the Bonds and all additional tax allocation bonds authorized by the Indenture or (3) reduce the percentage of Bonds required for the written consent to an amendment of the Indenture, or (4) modify any ri ghts or obligati ons of the Trustee without its prior written assent thereto; all as morefully set forth in the Indenture. This Bond is not a debt of the City of Rosemead, the State of Cal ifornia or any of its political subdivisions, and neither said City, and State nor any of its political subdivisions is I i abl a hereon, nor i n any event shad I thi s Bond or any i nterest hereon or any redempti on premi um hereon be payabl e out of any f unds or properti es other than those of the Agency as specif i ed i n the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and neither the members of the Agency nor any persons Executi ng the Bonds shad I be personal I y I i abl e on the Bonds by reason of thei r issuance. This Bond shall not be entitled to any benefits under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shad I have been si gned by the Trustee. t i s hereby certif i ed that al I of the acts, condi ti ons and thi ngs requi red to exi st, to have happened or to have been performed precedent to and in the issuance of this Bond do exi st, have happened and have been performed i n due ti me, f orm and manner as requi red by I avr and OHS West:260859868.9 A-3 that the amount of this Bond, together with al I other indebtedness of the Agency, does not exceed any I i m i t prescribed by the Constitution or I airs of the State of Cal if orni a, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation DTC to the Trustee for registration of transfer, exchange, or payment, and any certif i cate i ssued i s regi stered i n the name of Cede & Co. or i n such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein. IN WITNESS WHEREOF, the Rosemead Community Development Commission has caused this Bond to be executed in its name and on its behalf by its Chairperson and attested by its Secretary, and has caused this Bond to be dated as of the Dated Date stated above. ROSEMEAD COMMUNITY DEVELOPMENT COM M I SSI ON By Attest: Secretary Chad rperson OHS West:260859868.9 A-4 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered on , 2010. U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Signatory OHS West:260859868.9 A-5 [FORM OF ASSI GNM ENT] For value received the undersigned do(es) hereby sel I , assign and transfer unto the within-mentioned registered Bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the bond register of the Trustee, with full power of substitution in the premises. Dated: Note. The signature(s) to this Assignment must correspond with the name(s) as written on thefaceof thewithin registered Bond in every particular, without alteration or enl argement or any change whatsoever. Note. Signature(s) must beguaranteed by aguarantor institution participating in the Securities Transfer Agents Medal I ion Program or in such other guarantee program acceptable to the Trustee. OHS West:260859868.9 A-6