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Tab_D-3$11,230,000 ROSEM EAD COMMUNITY DEVELOPMENT COM M I SSI ON ROSEM EAD MERGED PROJECT AREA TAX ALLOCATION BONDS, SERI ES 2010A WRITTEN REQUEST AND REQUISITION NO. 1 TO THE TRUSTEE To: U. S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee') under that certain Indenture, dated as of June 1, 2010 (the "I ndenture" by and between Rosemead Community Development Commission (the " Com m i ssi on" ) and the Trustee. (a) Pursuant to Section 3.01 of the Indenture, the Commission has caused its $11,230,000 aggregate principal amount of Rosemead Merged Project Area Tax Allocation Bonds, Seri es 2010A (the " Bonds") to be executed, authenti cated and i ssued under the I ndenture and to be delivered to you, as Trustee. The Bonds are dated July 15, 2010, and mature on the dates and i n the pri nci pal amounts and bear i nterest at the rates as set forth i n the I ndenture, (b) You are hereby authorized and directed to authenticate the Bonds, one bond for each maturi ty i n the aggregate pri nci pal amount of such maturi ty as set f orth i n the I ndenture, by the manual si gnature of an authori zed off i cer, to regi ster the Bonds i n sad d pri nci pal amounts i n the name of Cede & Co., as nominee of The Depository Trust Company DTC" and on the date hereof, to deliver the Bonds to E. J. De La Rosa & Co., Inc., as underwriter of the Bonds (the " U nderwri ter" through the facilities of DTC, upon payment to you by the Underwriter of the amount of $10,903,101.45, bed ng the net purchase pri ce of the Bonds, cal cul aced as f of I ows: Pri nci pal Amount of Seri es 2010A Bonds $11,230,000.00 L ess N et Ori gi nal I ssue D i scount (192,138.55) L ess U nderwri ter' s D i scount (134, 760.00) Total Net Purchase Price $10,903,101.45 (c) You are hereby requested, pursuant to Section 3.02 of the Indenture, to deposit or transfer for deposit the proceeds of the Bonds in the amount of $10,903,101.45 in thefolIowing accounts: (i) Deposit i n the Reserve Account, the amount of $1,123,000.00; (ii) Deposit in the Expense Fund, the amount of 151,040.65; and (iii) Transfer to the Commission for deposit in the Redevelopment Fund, the amount of $9,629,060.80; and (d) You are hereby authorized to disburse from the Expense Fund to the named individuals, firms and corporations for expenses incident to the issuance of the Bonds, as described on Schedule A attached hereto the amounts indicated therein. The obligations in the stated amounts have been incurred by the Commission and each item thereof is a proper charge aged nst the Expense Fund. OHS West:260941192.4 Capitalized terms not otherwise defined in this Written Request shall have the meanings ascribed thereto in the Indenture. Dated: July 15, 2010 OHS West260941192 2 SCHEDULE A REQUISITION NO. 1 DI SBURSEM ENTS FROM EXPENSE FUND Payee Purpose Not to Exceed Amount* Orrick, Herrington & Sutcliffe L L P Orrick, Herrington & Sutcliffe L L P Urban Futures, Inc. Stradl i ng Yocca Carl son & Rauth, a Professional Corporation Standard & Poor' s M uni OS U.S. Bank National Association Conti ngency 9,290.65 * I nvoi ces presented f or payment may not be pai d i n excess of the amount set f orth above. Bond Counsel and $60,000.00 di sbursements Disclosure Counsel and 35, 000.00 di sbursements Fi scal Consultant fees 10, 000.00 Underwriter's Counsel fees 16, 000.00 and disbursements Rati ng Agency 14, 000.00 Pri nti ng 3,000.00 Trustee' s f ees 3,750.00 OHS West:260941192.4