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HomeMy WebLinkAboutTrust Agreement - City of San Luis Obispo 2018 LRRB 4140-8449-0511 v5OH&S Draft 1/29/18 TRUST AGREEMENT between the SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY and U.S. BANK NATIONAL ASSOCIATION, Trustee Dated as of April 1, 2018 $[__________] San Luis Obispo Public Financing Authority Lease Revenue Refunding Bonds, Series 2018 THIS TRUST AGREEMENT, dated as of April 1, 2018 (the “Trust Agreement”), between U.S. Bank National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as Trustee (the “Trustee”), and the SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY (the “Authority”), a public entity and agency, duly organized and existing pursuant to an Agreement entitled “Joint Exercise of Powers Agreement” by and between the City of San Luis Obispo and the Parking Authority of the City of San Luis Obispo (the “City”), W I T N E S S E T H: WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers joint powers authorities to issue bonds to assist local agencies in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, the City previously entered into a lease agreement (the “1996 Lease”) with the City of San Luis Obispo Capital Improvement Board (the “Board”) for the purpose of financing the acquisition and construction of various properties to be used for municipal purposes of the City; WHEREAS, the Board previously issued its 1996 Lease Revenue Bonds (County of San Luis Obispo, California) (the “1996 Bonds”) pursuant to an Indenture of Trust dated as of June 1, 1996, by and between the Board and First Trust of California, as trustee, in the aggregate principal amount of $7,100,000; WHEREAS, the City previously further entered into a lease agreement (the “2005 Lease”) with the Board for the purpose of refinancing the 1996 Lease and to allow for the defeasance and refunding of the outstanding 1996 Bonds; WHEREAS, the Board previously further issued its 2005 Refunding Lease Revenue Bonds (the “2005 Bonds”) pursuant to an Indenture of Trust dated as of May 1, 2005, by and between the Board and U.S. Bank National Association, as trustee, in the aggregate principal amount of $6,550,000; WHEREAS, the City previously further entered into a lease agreement (the “2006 Lease”) with the Board for the purpose of financing the acquisition and construction of facilities located in the City to be used for public parking and City administrative office purposes; WHEREAS, the Board previously further issued its 2006 Lease Revenue Bonds (919 Palm Street Public Parking and City Office Project) (the “2006 Bonds”) pursuant to an Indenture of Trust dated as of April 1, 2006, by and between the Board and U.S. Bank National Association, as trustee, in the aggregate principal amount of $16,160,000; 2 WHEREAS, the City previously further entered into a lease agreement (the “2009 Lease” and, collectively with the 2005 Lease and the 2006 Lease, the “Prior Leases”) with the Board for the purpose of financing the acquisition and construction of facilities located in the City to be used for a public safety dispatch center and Fire Department storage facility, and improvements to the City’s radio system for public safety communications purposes; WHEREAS, the Board previously further issued its 2009 Lease Revenue Bonds (Public Safety Communications and Emergency Operations Center Project) (Bank Qualified) (the “2009 Bonds” and, collectively with the 2005 Bonds and the 2006 Bonds, the “Prior Bonds”) pursuant to an Indenture of Trust dated as of March 1, 2009, by and between the Board and U.S. Bank National Association, as trustee, in the aggregate principal amount of $10,705,000; WHEREAS, the City proposes to refinance the Prior Leases to allow for the defeasance and refunding of the Prior Bonds; WHEREAS, the City has determined that the consummation of the transactions contemplated in the Site Lease and Facility Lease (each as hereinafter defined), including the lease from the City of the Leased Property (as hereinafter defined) and lease back to the City of the Leased Property, and this Trust Agreement will result in significant public benefits; WHEREAS, the Authority is empowered pursuant to the aforementioned Article 4 to issue its bonds and to apply the proceeds thereof to assist in refinancing the Prior Leases to allow for the defeasance and refunding of the Prior Bonds; WHEREAS, in order to reduce the borrowing costs of the Authority, and to provide the funds necessary to refinance the Prior Leases and defease and refund the Prior Bonds, the Authority’s Lease Revenue Refunding Bonds, Series 2018 (the “Series 2018 Bonds”) shall be issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of State of California and this Trust Agreement; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; WHEREAS, all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Authority payable in accordance with their terms, and to constitute this Trust Agreement a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Trust Agreement have been in all respects duly authorized; NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, that in order to secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding under this Trust Agreement, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be 3 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 the holders thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified: Act The term “Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto. Additional Payments The term “Additional Payments” shall have the meaning ascribed to such term in the Facility Lease. Authority The term “Authority” means the San Luis Obispo Public Financing Authority created pursuant to the Act and its successors and assigns in accordance herewith. Base Rental Payments The term “Base Rental Payments” shall have the meaning ascribed to such term in the Facility Lease. Board The term “Board” means the City of San Luis Obispo Capital Improvement Board. Bonds, Additional Bonds, Serial Bonds, Term Bonds The term “Bonds” means the Series 2018 Bonds and all Additional Bonds. The term “Series 2018 Bonds” means the San Luis Obispo Public Financing Authority Lease Revenue Refunding Bonds, Series 2018 authorized by and at any time Outstanding pursuant hereto and executed, issued and delivered in accordance with Article II. The term “Additional Bonds” means all bonds of the Authority authorized by and at any time Outstanding pursuant 4 hereto and executed, issued and delivered in accordance with Article III. The term “Serial Bonds” means Bonds for which no sinking fund payments are provided. The term “Term Bonds” means Bonds which are payable in part on or before their specified maturity dates from sinking fund payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. Bond Year The term “Bond Year” means the twelve-month period ending on May 31 of each year to which reference is made (except that the first Bond Year shall commence on the Dated Date and end May 31, 2018). Business Day The term “Business Day” means any day other than a Saturday or Sunday or day upon which the Trustee is authorized by law to remain closed. Certificate of the Authority The term “Certificate of the Authority” means an instrument in writing signed by the Treasurer of the Authority, Chairperson of the Authority, the Executive Director of the Authority, the designee of any such officer, or by any other officer of the Authority duly authorized by the Authority for that purpose. Certificate of the City The term “Certificate of the City” means an instrument in writing signed by the Mayor of the City, City Manager of the City, or by either of such officers duly appointed designee, or by any other officer of the City duly authorized by the City Council of the City for that purpose. City The term “City” means the City of San Luis Obispo, California, a municipal corporation organized and existing under its charter and the Constitution of the State of California. Code The term “Code” means the Internal Revenue Code of 1986. Costs of Issuance The term “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority and related to the authorization, execution and delivery of the Site Lease, the Facility Lease, the Trust Agreement and the sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and 5 recording fees, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and charges for preparation, execution and safekeeping of the Bonds, title search and title insurance fees, fees of the Authority and any other authorized cost, charge or fee in connection with the issuance of the Bonds. Costs of Issuance Fund The term “Costs of Issuance Fund” means the fund by that name established pursuant to Section 2.11(a). Dated Date The term “Dated Date” means [___________], 2018, the date of initial authentication and delivery of the Series 2018 Bonds. Debt Service The term “Debt Service” means, for any Fiscal Year or other period, the sum of (1) the interest accruing during such Fiscal Year or period on all Outstanding Bonds, assuming that all Outstanding Serial Bonds are retired as scheduled and that all Outstanding Term Bonds are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), (2) that portion of the principal amount of all Outstanding Serial Bonds maturing on the next succeeding principal payment date that would have accrued during such Fiscal Year or period if such principal amount were deemed to accrue daily in equal amounts from the next preceding principal payment date or during the year preceding the first principal payment date, as the case may be, and (3) that portion of the principal amount of all Outstanding Term Bonds required to be redeemed or paid on the next succeeding redemption date (together with the redemption premiums, if any, thereon) that would have accrued during such Fiscal Year or period if such principal amount (and redemption premiums) were deemed to accrue daily in equal amounts from the next preceding redemption date or during the year preceding the first redemption date, as the case may be. Defeasance Obligations The term “Defeasance Obligations” means any of the following: (1) Cash; or (2) Obligations of, or obligations duly guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States, including  U.S. Treasury obligations  All direct or fully guaranteed obligations  Farmers Home Administration  General Services Administration  Guaranteed Title XI financing  Government National Mortgage Association (GNMA) 6  State and Local Government Series Event of Default The term “Event of Default” shall have the meaning ascribed to such term in Section 8.01. Facility Lease The term “Facility Lease” means that certain lease, entitled “Facility Lease,” between the Authority and the City, dated as of April 1, 2018, which lease or a memorandum thereof was recorded in the office of the County Recorder of San Luis Obispo County on [__________], 2018 under Recorder’s Serial No. [________], as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. Fiscal Year The term “Fiscal Year” means the twelve-month period terminating on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal Year in accordance with applicable law. Holder The term “Holder” means any person who shall be the registered owner of any Outstanding Bond. Independent Certified Public Accountant The term “Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or a comparable successor, appointed and paid by the Authority, and who, or each of whom -- (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority or the City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority or the City; and (3) is not connected with the Authority as a member, officer or employee of the Authority or the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority or the City. Interest Account The term “Interest Account” means the account by that name established pursuant to Section 4.03. 7 Interest Payment Date The term “Interest Payment Date” means a date on which interest is due on the Bonds, being June 1 and December 1 of each year to which reference is made, commencing on [June 1, 2018]. Joint Powers Agreement The term “Joint Powers Agreement” means the Joint Exercise of Powers Agreement by and between the City of San Luis Obispo and the Parking Authority of the City of San Luis Obispo, effective September 15, 2014, as originally executed and as it may from time to time be amended or supplemented pursuant to the provisions hereof and thereof. Leased Property The term “Leased Property” means the real property described in Exhibit A to the Facility Lease, together with all property subsequently added thereto, or any property substituted for all or any portion of the Leased Property in accordance with this Trust Agreement and the Facility Lease. Mandatory Sinking Account Payments The term “Mandatory Sinking Account Payments” means the payments set forth in Section 4.03(d). Moody’s The term “Moody’s” means Moody’s Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. Opinion of Counsel The term “Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority. Outstanding The term “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 7.02) all Bonds except (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; 8 (2) Bonds paid or deemed to have been paid within the meaning of Section 9.01; and (3) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Authority pursuant hereto. Permitted Encumbrances The term “Permitted Encumbrances” means (1) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to the Facility Lease, permit to remain unpaid; (2) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date hereof and which the City certifies in writing will not materially impair the use of the Leased Property; (3) the Site Lease, as it may be amended from time to time; (4) the Facility Lease, as it may be amended from time to time; (5) this Trust Agreement, as it may be amended from time to time; (6) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (7) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions to which the Authority and the City consent in writing; and (8) liens relating to special assessments levied with respect to the Leased Property. Permitted Investments The term “Permitted Investments” means any of the following obligations if and to the extent that, at the time of making such investment, they are permitted by applicable law: (1) Defeasance Securities; (2) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including:  Export-Import Bank  Rural Economic Community Development Administration  U.S. Maritime Administration  Small Business Administration  U.S. Department of Housing & Urban Development (PHA’s)  Federal Housing Administration  Federal Financing Bank; (3) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: 9  Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)  Obligations of the Resolution Funding Corporation (REFCORP)  Senior debt obligations of the Federal Home Loan Bank System;  Senior debt obligations of other Government Sponsored Agencies. (4) U.S. dollar denominated deposit accounts, including demand deposits, time deposits, certificates of deposit (including those placed by a third party pursuant to an agreement between the Authority and the Trustee), trust funds, trust accounts, overnight bank deposits, interest bearing deposits, interest bearing money market accounts, federal funds and bankers’ acceptances with domestic commercial banks (including the Trustee and its affiliates) which are fully FDIC insured or which have a rating, or a rating on their short-term certificates of deposit on the date of purchase, of “P-1” by Moody’s or “A-1” or “A-1+” or higher by Standard & Poor’s and, with respect to such short term certificates of deposit, which mature not more than three hundred sixty (360) calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (5) Commercial paper which is rated at the time of purchase in the single highest classification, “P-1” or higher by Moody’s or “A-1+” or higher by Standard & Poor’s and which matures not more than two hundred seventy (270) calendar days after the date of purchase; (6) Investments in a money market mutual fund rated “AAAm” or “AAAm- G” or higher by Standard & Poor’s, including funds for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise; (7) Pre-refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest rating category of Moody’s or Standard & Poor’s or any successors thereto; or (B) (i) which are fully secured as to interest and principal and redemption premiums, if any, by an escrow consisting only of cash or obligations described in paragraph (2) of the definition of Defeasance Securities, which escrow may be applied only to the payment of such interest and principal and redemption premiums, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a 10 nationally recognized independent certified public accountant, to pay interest and principal and redemption premiums, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (8) Municipal obligations rated “Aaa/AAA” or general obligations of states with a rating of “A2/A” or higher by Moody’s or Standard & Poor’s; (9) The California Asset Management Program pooled investment fund maintained by PFM Asset Management LLC or any successor thereto, (ii) the Local Agency Investment Fund maintained by the California State Treasurer’s Office, or (iii) any other state- administered pool investment fund in which the City is statutorily permitted or required to invest; (10) Repurchase and reverse repurchase agreements collateralized with investments described in clauses (1), (2) or (3) of this definition, including those of the Trustee or any of its affiliates; and (11) Other forms of investments (including repurchase agreements) that are lawful investments authorized under the City’s investment policies, including the City’s investment pool. The value of the above investments shall be determined as follows: (a) For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at fair market value. The Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Bank of America Merrill Lynch and Citigroup Global Markets Inc.; and (b) As to certificates of deposit and bankers’ acceptances, the face amount thereof, plus accrued interest thereon. Prior Bonds The term “Prior Bonds” means, collectively, the 2005 Bonds, the 2006 Bonds and the 2009 Bonds. Prior Leases The term “Prior Leases” means, collectively, the 2005 Lease, the 2006 Lease and the 2009 Lease. 11 Rebate Fund The term “Rebate Fund” means the fund by that name established pursuant to Section 5.03. Record Date The term “Record Date” means, with respect to an Interest Payment Date, the fifteenth day of the month immediately preceding such Interest Payment Date. Representation Letter The term “Representation Letter” means the letter of representation dated on or before the date of issuance of the Series 2018 Bonds, to The Depository Trust Company, New York, New York, from the Authority relating to its book-entry bonds. Revenue Fund The term “Revenue Fund” means the fund by that name established pursuant to Section 4.02. Revenues The term “Revenues” means (i) all Base Rental Payments and other payments paid by the City and received by the Authority pursuant to the Facility Lease (but not Additional Payments), and (ii) all interest or other income from any investment of any money in any fund or account established pursuant to this Trust Agreement or the Facility Lease (other than the Rebate Fund). Securities Depositories The term “Securities Depositories” means: The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York 10041-0099, Attn: Call Notification Department, Fax (212) 855-7232, in accordance with the then current guidelines of the Securities and Exchange Commission, to such other addresses and/or such other securities depositories, or to no such depositories, as the Authority may designate in a Certificate of the Authority delivered to the Trustee. Serial Bonds The term “Serial Bonds” means Bonds, maturing in specified years, for which no Mandatory Sinking Account Payments are provided. Series The term “Series,” or “series” whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other 12 provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Bonds as herein provided. Site Lease The term “Site Lease” means that certain lease, entitled “Site Lease,” between the City and the Authority, dated as of April 1, 2018, which lease or a memorandum thereof was recorded in the office of the County Recorder of the San Luis Obispo County on [__________], 2018 under Recorder’s Serial Number [__________], as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. Standard & Poor’s The term “Standard & Poor’s” or “S&P” means S&P Global Ratings, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Standard & Poor’s shall be deemed to refer to any other nationally recognized securities rating agency selected by the City. State The term “State” means the State of California. Supplemental Trust Agreement The term “Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder. Tax Certificate The term “Tax Certificate” means the Tax Certificate delivered by the Authority at the time of the issuance and delivery of a series of Bonds, as the same may be amended or supplemented in accordance with its terms. Term Bonds The term “Term Bonds” means Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity date or dates. 13 Trust Agreement The term “Trust Agreement” means this Trust Agreement, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. Trustee The term “Trustee” means U.S. Bank National Association, or any other association or corporation which may at any time be substituted in its place as provided in Section 6.01. Written Request of the Authority The term “Written Request of the Authority” means an instrument in writing signed by the Treasurer of the Authority, the Chairperson of the Authority, the Executive Director of the Authority, the designee of either such officer, or by any other officer of the Authority duly authorized by the Authority for that purpose. Written Request of the City The term “Written Request of the City” means an instrument in writing signed by the Mayor of the City, the Finance Director of the City, the City Manager of the City, the designee of either such officer, or by any other officer of the City duly authorized by the City Council of the City to the Trustee for that purpose. 2005 Bonds The term “2005 Bonds” means the City of San Luis Obispo Capital Improvement Board 2005 Refunding Lease Revenue Bonds, issued pursuant to an Indenture of Trust, dated as of May 1, 2005, by and between the Board and the U.S. Bank National Association, as trustee. 2005 Lease The term “2005 Lease” means the First Amended and Restated Lease Agreement, dated as of May 1, 2005, by and between the City and the Board. 2006 Bonds The term “2006 Bonds” means the City of San Luis Obispo Capital Improvement Board 2006 Lease Revenue Bonds (919 Palm Street Public Parking and City Office Project), issued pursuant to an Indenture of Trust, dated as of April 1, 2006, by and between the Board and the U.S. Bank National Association, as trustee. 2006 Lease The term “2006 Lease” means the Lease Agreement, dated as of April 1, 2006, by and between the City and the Board. 14 2009 Bonds The term “2009 Bonds” means the City of San Luis Obispo Capital Improvement Board 2009 Lease Revenue Bonds (Public Safety Communications and Emergency Operations Center Project) (Bank Qualified), issued pursuant to an Indenture of Trust, dated as of March 1, 2009, by and between the Board and the U.S. Bank National Association, as trustee. 2009 Lease The term “2009 Lease” means the Lease Agreement, dated as of March 1, 2009, by and between the City and the Board. SECTION 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Holders thereof, the Trust Agreement shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Holders from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the interest on and principal of and redemption premiums, if any, on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority shall be for the equal and proportionate benefit, protection and security of all Holders of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the series, number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. ARTICLE II ISSUANCE OF SERIES 2018 BONDS SECTION 2.01 Authorization and Purpose of Series 2018 Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Series 2018 Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2018 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to issue the Series 2018 Bonds in the form and manner provided herein for the purpose of providing funds to refinance the Prior Leases and defease and refund the Prior Bonds, and that the Series 2018 Bonds shall be entitled to the benefit, protection and security of the provisions hereof. SECTION 2.02 Terms of the Series 2018 Bonds. The Series 2018 Bonds shall be designated “San Luis Obispo Public Financing Authority Lease Revenue Refunding Bonds, Series 2018,” and shall be in the aggregate principal amount of [_____________] dollars ($[_________]). The Series 2018 Bonds shall be dated as of the Dated Date, shall be issued only in fully registered form in denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the 15 principal amount of Series 2018 Bonds maturing at any one time), and shall mature on the dates and in the principal amounts and bear interest at the rates as set forth in the following schedule: Maturity Date (June 1) Principal Amount Interest Rate _______________ * Term Bond. The principal of and redemption premiums, if any, on the Series 2018 Bonds shall be payable in lawful money of the United States of America at the corporate trust office of the Trustee in Los Angeles, California, or such other place as designated by the Trustee. The Series 2018 Bonds shall bear interest at the rates set forth above, payable semiannually on June 1 and December 1 in each year, commencing on [June 1, 2018]. Interest on the Series 2018 Bonds shall be computed using a year of 360 days consisting of twelve 30-day months. The Series 2018 Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is an Interest Payment Date or during the period from the sixteenth day of the month preceding an Interest Payment Date to such Interest Payment Date, in which event they shall bear interest from such Interest Payment Date, or unless such date of authentication is on or before the first Record Date, in which event they shall bear interest from the Dated Date; provided, however, that if at the time of authentication of any Series 2018 Bond interest is then in default on the Outstanding Series 2018 Bonds, such Series 2018 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the Outstanding Series 2018 Bonds. Payment of interest on the Series 2018 Bonds due on or before the maturity or prior redemption thereof shall be made on the Interest Payment Date to the person whose name appears in the Series 2018 Bonds registration books kept by the Trustee pursuant to Section 2.08 as the registered owner thereof as of the close of business on the Record Date for an Interest Payment Date, whether or not such day is a Business Day, such interest to be paid by check mailed on the Interest Payment Date by first-class mail to such registered owner at the address as it appears in such books; provided that upon the written request of a Holder of $1,000,000 or 16 more in aggregate principal amount of Series 2018 Bonds received by the Trustee prior to the applicable Record Date, interest shall be paid by wire transfer in immediately available funds. SECTION 2.03 Redemption of Series 2018 Bonds. (a) Extraordinary Redemption. The Series 2018 Bonds are subject to redemption by the Authority on any date prior to their respective stated maturities, upon notice as hereinafter provided, as a whole, or in part by lot within each stated maturity in integral multiples of five thousand dollars ($5,000), from prepayments made by the City pursuant to Section 7.02(a) of the Facility Lease and deposited in the Principal Account, at a prepayment price equal to the sum of the principal amount thereof, without premium, plus accrued interest thereon to the redemption date. Whenever less than all of the outstanding Bonds are to be redeemed on any one date, the Authority shall designate to the Trustee in writing those maturities to be redeemed in part. In the event the Authority does not designate the maturities of the Series 2018 Bonds to be redeemed in part, the Trustee shall select the Series 2018 Bonds to be redeemed in part from the Outstanding Series 2018 Bonds such that the aggregate annual Debt Service on Series 2018 Bonds which shall be payable after such redemption date shall be as nearly proportional as practicable to the aggregate annual Debt Service on Series 2018 Bonds Outstanding prior to such redemption date. (b) Mandatory Sinking Account Redemption. The Series 2018 Bonds maturing on June 1, 20[__], upon notice as hereinafter provided, shall also be subject to mandatory sinking account redemption prior to maturity, in part on June 1 of each year on and after June 1, 20[__], by lot, from and in the amount of the Mandatory Sinking Account Payments set forth in Section 4.03 at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date, without premium. (c) Optional Redemption. The Series 2018 Bonds maturing on or after June 1, 20[__], are subject to redemption prior to their respective stated maturities at the written direction of the Authority, from moneys deposited by the Authority or the City from optional prepayments made by the City pursuant to the Facility Lease, as a whole or in part on any date on or after June 1, 20[__] (in such maturities as are designated in writing by the Authority to the Trustee), at a redemption price equal to the principal amount thereof, without premium, plus interest accrued to the date fixed for redemption. (d) Selection of Bonds of a Maturity for Redemption. If less than all Outstanding Series 2018 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Authority shall designate to the Trustee in writing those maturities to be redeemed in part. In the event the Authority does not designate the maturities of the Series 2018 Bonds to be redeemed in part, the Trustee shall select the Series 2018 Bonds of such maturity date to be redeemed by lot in any manner that it deems appropriate and fair and shall promptly notify the Authority in writing of the numbers of the Series 2018 Bonds so selected for redemption. For purposes of such selection, Series 2018 Bonds shall be deemed to be composed of $5,000 multiples of principal, and any such multiple may be separately redeemed. (e) Notice of Redemption. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the 17 redemption date to (i) the respective Holders of the Series 2018 Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, (ii) the Municipal Securities Rulemaking Board, and (iii) the Securities Depositories. Notice of redemption to the Securities Depositories shall be given by registered mail, electronic mail or overnight delivery or facsimile transmission. Each notice of redemption shall state the date of such notice, the redemption price, if any (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive certificate numbers of the Series 2018 Bonds of such maturity, to be redeemed and, in the case of Series 2018 Bonds to be redeemed in part only, the respective portions of the principal amount to be redeemed. Each such notice shall also state that, unless the redemption is cancelled, on said date there will become due and payable on each of said Series 2018 Bonds the redemption price, if any, thereof and in the case of a Series 2018 Bond to be redeemed in part only, the specified portion of the principal amount to be redeemed, 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 Series 2018 Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any of the proceedings taken in connection with such redemption. Any redemption may be cancelled if the notice of same has not been mailed to the registered Holders or if such notice expressly conditions the redemption upon the occurrence of one or more events. Any such cancellation shall be given by notice in the same manner as the notice of redemption at least three business days prior to the date scheduled for redemption. Such redemption notices may state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds. In the event of redemption of any Series 2018 Bond (other than mandatory sinking account redemptions), the Trustee shall mail a notice of redemption upon receipt of a Written Request of the Authority, received by the Trustee 60 days prior to the redemption date but only after the Authority shall file a Certificate of the Authority with the Trustee stating that on or before the date set for redemption, the Authority shall have deposited with or otherwise made available to the Trustee for deposit in the Principal Account the money required for payment of the redemption price, including accrued interest, of all Series 2018 Bonds then to be called for redemption (or the Trustee determines that money will be deposited with or otherwise made available to it in sufficient time for such purpose, in which event the notice of redemption shall state that the proposed redemption is conditioned on there being on deposit in the Principal Account on the redemption date sufficient money to pay the full redemption price of the Series 2018 Bonds or such portions thereof to be redeemed), together with the estimated expense of giving such notice. If notice of redemption has been duly given as aforesaid and moneys for the payment of the redemption price of the Series 2018 Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Series 2018 Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Series 2018 Bonds shall cease to accrue, and the Holders of such Series 2018 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. (f) Cancellation of Redeemed Bonds. All Series 2018 Bonds redeemed pursuant to the provisions of this Section shall be cancelled by the Trustee and shall be 18 destroyed, with a certificate of destruction furnished to the Authority upon its request, and shall not be reissued. SECTION 2.04 Form of Series 2018 Bonds. The Series 2018 Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the forms set forth in Exhibit A hereto attached and by this reference herein incorporated. SECTION 2.05 Execution of Series 2018 Bonds. The Treasurer is hereby authorized and directed to execute each of the Series 2018 Bonds on behalf of the Authority and the Secretary of the Authority is hereby authorized and directed to countersign each of the Series 2018 Bonds on behalf of the Authority. The signatures of such Treasurer and Secretary may be by printed, lithographed or engraved by facsimile reproduction. In case any officer whose signature appears on the Series 2018 Bonds shall cease to be such officer before the delivery of the Series 2018 Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the Series 2018 Bonds. Only those Series 2018 Bonds bearing thereon a certificate of authentication and registration in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the Series 2018 Bonds so authenticated and registered have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof. SECTION 2.06 Transfer and Payment of Series 2018 Bonds. Any Series 2018 Bonds may, in accordance with its terms, be transferred in 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 Series 2018 Bonds for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable by the Trustee. Whenever any Series 2018 Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of the same series and maturity for a like aggregate principal amount of authorized denominations. The Trustee shall require the payment by the Holder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer as a condition precedent to the exercise of such privilege. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Authority. The Authority and the Trustee may deem and treat the registered owner of any Series 2018 Bonds as the absolute owner of such Series 2018 Bonds for the purpose of receiving payment thereof and for all other purposes, whether such Series 2018 Bonds shall be overdue or not, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of and redemption premium, if any, on such Series 2018 Bonds shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on such Series 2018 Bonds to the extent of the sum or sums so paid. 19 The Trustee shall not be required to register the transfer of or exchange any Series 2018 Bonds which have been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Series 2018 Bond selected for redemption in whole or in part as provided in Section 2.03 or during the period established by the Trustee for selection of Series 2018 Bonds for redemption. SECTION 2.07 Exchange of Series 2018 Bonds. Series 2018 Bonds may be exchanged at the corporate trust office of the Trustee in Los Angeles, California, or such other place as designated by the Trustee for a like aggregate principal amount of Series 2018 Bonds of the same series and maturity of other authorized denominations. The Trustee shall require the payment by the Holder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Authority. The Trustee shall not be required to exchange any Series 2018 Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Series 2018 Bond selected for redemption in whole or in part as provided in Section 2.03 or during the period established by the Trustee for selection of Series 2018 Bonds for redemption. SECTION 2.08 Series 2018 Bond Registration Books. The Trustee will keep sufficient books for the registration and transfer of the Series 2018 Bonds which shall during normal business hours be open to inspection by the Authority, and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Series 2018 Bonds in such books as hereinabove provided. SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Series 2018 Bonds. If any Series 2018 Bond shall become mutilated the Trustee at the expense of the Holder shall thereupon authenticate and deliver, a new Series 2018 Bond of like tenor and amount in exchange and substitution for the Series 2018 Bond so mutilated, but only upon surrender at the designated corporate trust operations or agency office of the Trustee, or such other place as designated by the Trustee of the Series 2018 Bond so mutilated. Every mutilated Series 2018 Bond so surrendered to the Trustee shall be cancelled. If any Series 2018 Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Holder, shall thereupon authenticate and deliver, a new Series 2018 Bond of like tenor in lieu of and in substitution for the Series 2018 Bond so lost, destroyed or stolen. The Trustee may require payment of a reasonable sum for each new Series 2018 Bond issued under this Section 2.09 and of the expenses which may be incurred by the Authority and the Trustee in the premises. Any Series 2018 Bond issued under the provisions of this Section in lieu of any Series 2018 Bond alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Series 2018 Bonds. Neither the Authority nor the Trustee shall be required to treat both the original Series 2018 Bond and any replacement Series 2018 Bond as being Outstanding for the purpose of determining the principal amount of Series 2018 Bonds which may be issued hereunder or for 20 the purpose of determining any percentage of Series 2018 Bonds Outstanding hereunder, but both the original and replacement Series 2018 Bond shall be treated as one and the same. SECTION 2.10 Temporary Series 2018 Bonds. The Series 2018 Bonds issued under this Trust Agreement may be initially issued in temporary form exchangeable for definitive Series 2018 Bonds when ready for delivery. The temporary Series 2018 Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority, shall be in fully registered form and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Series 2018 Bond shall be executed and authenticated as authorized by the Authority, in accordance with the terms of the Act. If the Authority issues temporary Series 2018 Bonds it will execute and furnish definitive Series 2018 Bonds without delay and thereupon the temporary Series 2018 Bonds may be surrendered, for cancellation, in exchange therefor at the designated corporate trust operations or agency office of the Trustee, or such other place as designated by the Trustee and the Trustee shall deliver in exchange for such temporary Series 2018 Bonds an equal aggregate principal amount of definitive Series 2018 Bonds of authorized denominations. Until so exchanged, the temporary Series 2018 Bonds shall be entitled to the same benefits under this Trust Agreement as definitive Series 2018 Bonds delivered hereunder. SECTION 2.11 Procedure for the Issuance of Series 2018 Bonds Application of Proceeds. At any time after the sale of the Series 2018 Bonds in accordance with the Act, the Authority shall execute the Series 2018 Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the Series 2018 Bonds shall be authenticated and delivered by the Trustee to Raymond James & Associates, Inc., as underwriter of the Series 2018 Bonds (the “Underwriter”), upon the Written Request of the Authority and upon receipt of payment therefor from the Underwriter. After deduction for Underwriter’s discount in the amount of $[_________], which the Underwriter will retain, the remaining proceeds of the sale of the Series 2018 Bonds shall be deposited or transferred as follows: (a) The Trustee shall deposit $[_________] in the Costs of Issuance Fund, which fund is hereby created and which fund the Authority hereby agrees to maintain with the Trustee until September 1, 2018, or such earlier date on which no funds remain in said fund. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee at the Written Request of the Authority to pay the Costs of Issuance of the Series 2018 Bonds upon receipt of a Written Request of the Authority filed with the Trustee substantially in the form of Exhibit B, each of which shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On September 1, 2018, or upon the earlier Written Request of the Authority, any remaining balance in the Costs of Issuance Fund shall be transferred to the Revenue Fund. (b) The Trustee shall transfer the amount of $[____________] to the Redemption Fund for the 2005 Bonds, to be applied to the defeasance and redemption of the 2005 Bonds on April [__], 2018. 21 (c) The Trustee shall transfer the amount of $[____________] to the Redemption Fund for the 2006 Bonds, to be applied to the defeasance and redemption of the 2006 Bonds on April [__], 2018. (d) The Trustee shall transfer the amount of $[____________] to the Redemption Fund for the 2009 Bonds, to be applied to the defeasance and redemption of the 2009 Bonds on June 1, 2018. SECTION 2.12 Reserved. SECTION 2.13 Validity of Series 2018 Bonds. The validity of the issuance of the Series 2018 Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority for the refinancing of the Prior Leases or defeasance and refunding of the Prior Bonds or by any contracts made by the Authority or its agents in connection therewith. The recital contained in the Series 2018 Bonds that the same are issued pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all Series 2018 Bonds shall be incontestable from and after their issuance. The Series 2018 Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Series 2018 Bonds (or any temporary Series 2018 Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 2.14 Special Covenants as to Book-Entry Only System for Series 2018 Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section 2.14, all of the Series 2018 Bonds initially issued shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representation Letter. Payment of the interest on any Series 2018 Bond registered in the name of Cede & Co. shall be made on each Interest Payment Date for such Series 2018 Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. (b) The Series 2018 Bonds initially shall be issued in the form of a single authenticated fully registered bond for each stated maturity of such Series 2018 Bonds, representing the aggregate principal amount of the Series 2018 Bonds of such maturity. Upon initial issuance, the ownership of all such Series 2018 Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.08 hereof in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representation Letter. The Trustee, the Authority and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2018 Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such Series 2018 Bonds, selecting the Series 2018 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Holders hereunder, registering the transfer of Series 2018 Bonds, obtaining any consent or other action to be taken by Holders of the Series 2018 Bonds and for all other purposes whatsoever; and neither the Trustee nor the Authority or any paying agent shall be affected by any notice to the contrary. Neither the Trustee nor the Authority or 22 any paying agent shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this Section 2.14, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2018 Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Series 2018 Bonds, (iii) any notice which is permitted or required to be given to Holders of Series 2018 Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Series 2018 Bonds, or (v) any consent given or other action taken by DTC as Holder of Series 2018 Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the Series 2018 Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the Authority’s obligations with respect to the principal of and premium, if any, and interest on the Series 2018 Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Series 2018 Bonds will be transferable to such new nominee in accordance with subsection (f) of this Section 2.14. (c) In the event that the Authority determines that it is in the best interests of the beneficial owners of the Series 2018 Bonds that they be able to obtain bond certificates, the Trustee shall, upon the written instruction of the Authority, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of bond certificates. In such event, the Series 2018 Bonds will be transferable in accordance with subsection (f) of this Section 2.14. DTC may determine to discontinue providing its services with respect to the Series 2018 Bonds at any time by giving written notice of such discontinuance to the Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Series 2018 Bonds will be transferable in accordance with subsection (f) of this Section 2.14. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Series 2018 Bonds then Outstanding. In such event, the Series 2018 Bonds will be transferable to such securities depository in accordance with subsection (f) of this Section 2.14, and thereafter, all references in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Series 2018 Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on each such Series 2018 Bond and all notices with respect to each such Series 2018 Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) The Trustee is hereby authorized and requested to execute and deliver the Representation Letter and, in connection with any successor nominee for DTC or any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. 23 (f) In the event that any transfer or exchange of Series 2018 Bonds is authorized under subsection (b) or (c) of this Section 2.14, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Series 2018 Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.06 and 2.07 hereof. In the event Series 2018 Bond certificates are issued to Holders other than Cede & Co., its successor as nominee for DTC as holder of all the Series 2018 Bonds, another securities depository as holder of all the Series 2018 Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.06 and 2.07 hereof shall also apply to, among other things, the registration, exchange and transfer of the Series 2018 Bonds and the method of payment of principal of, premium, if any, and interest on the Series 2018 Bonds. ARTICLE III ISSUANCE OF ADDITIONAL BONDS SECTION 3.01 Conditions for the Issuance of Additional Bonds. The Authority may at any time issue Additional Bonds pursuant to a Supplemental Trust Agreement, payable from the Revenues as provided herein and secured by a pledge of and charge and lien upon the Revenues as provided herein equal to the pledge, charge and lien securing the Outstanding Bonds theretofore issued hereunder, and subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds: (a) The Authority shall be in compliance with all agreements and covenants contained herein, and no Event of Default shall have occurred and be continuing. (b) The Supplemental Trust Agreement shall require that the proceeds of the sale of such Additional Bonds shall be applied to the completion of the Leased Property, or for the refunding or repayment of any Bonds then Outstanding, including the payment of costs and expenses of and incident to the authorization and sale of such Additional Bonds, which refunding or repayment shall result in aggregate Debt Service savings. The Supplemental Trust Agreement may also provide that a portion of such proceeds shall be applied to the payment of the interest due or to become due on said Additional Bonds during the estimated period of any construction and for a period of not to exceed twelve (12) months thereafter. (c) The aggregate principal amount of Bonds issued and at any time Outstanding hereunder shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement. (d) The Facility Lease shall have been amended, if necessary, so that the Base Rental Payments payable by the City thereunder in each Fiscal Year shall at least equal Debt Service, including Debt Service on the Additional Bonds, in each Fiscal Year. (e) In order to maintain the parity relationship of the Series 2018 Bonds to all Additional Bonds permitted hereunder, the City covenants that all payments of principal or interest with respect to any Additional Bonds will be structured to occur semi-annually on June 1 24 and December 1 of each year, and in each year as such payments are due with respect to the Series 2018 Bonds and to otherwise structure the terms of such Additional Bonds to ensure that they are in all respects payable on a parity with the Series 2018 Bonds and not prior thereto. SECTION 3.02 Proceedings for Authorization of Additional Bonds. Whenever the Authority and the City shall determine to execute and deliver any Additional Bonds pursuant to Section 3.01, the Authority and the Trustee shall enter into a Supplemental Trust Agreement providing for the issuance of such Additional Bonds, specifying the maximum principal amount of such Additional Bonds and prescribing the terms and conditions of such Additional Bonds. The Supplemental Trust Agreement shall prescribe the form or forms of such Additional Bonds and, subject to the provisions of Section 3.01, shall provide for the distinctive designation, denominations, method of numbering, dates, interest rates, provisions for redemption (if desired) and places of payment of principal and interest. Before such Additional Bonds shall be issued, the City and the Authority shall file or cause to be filed the following documents with the Trustee: (a) An Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Facility Lease required by Section 3.01(d); (2) that the execution and delivery of the Additional Bonds have been and duly authorized by the City and the Authority; and (3) that said Supplemental Trust Agreement and said amendment to the Facility Lease, when duly executed by the City and the Authority, as applicable, will be a valid and binding obligation of the City and the Authority. (b) A Certificate of the City that the requirements of Section 3.01 have been met. (c) A certified copy of a resolution of the City authorizing the execution of the amendments to the Facility Lease required by Section 3.01(d). (d) A certified copy of a resolution of the Authority authorizing the execution of the amendments to the Facility Lease required by Section 3.01(d). (e) An executed counterpart or duly authenticated copy of any amendment to the Facility Lease required by Section 3.01(d). (f) A Certificate of the City stating that the insurance required by Sections 5.01, 5.02 and 5.03 of the Facility Lease is in effect. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s receipt of Certificates of the City and of the Authority stating that all applicable provisions of this Trust Agreement have been complied with (so as to permit the execution and delivery of the Additional Bonds in accordance with the Supplemental Trust Agreement then delivered to the Trustee), the Trustee shall authenticate and deliver said Additional Bonds, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the Written Request of, the Authority. 25 SECTION 3.03 Limitations on the Issuance of Obligations Payable from Revenues. The Authority will not, so long as any of the Bonds are Outstanding, issue any obligations or securities, however denominated, payable in whole or in part from Revenues except the following: (a) Bonds of any Series authorized pursuant to Sections 3.01 and 3.02; or (b) Obligations which are junior and subordinate to the payment of the principal, premium, and interest requirements for the Bonds and which subordinated obligations are payable as to principal, premium, interest and reserve fund requirements, if any, only out of Revenues after the prior payment of all amounts then required to be paid hereunder from Revenues for principal, premium, and interest requirements for the Bonds, as the same become due and payable and at the times and in the manner as required in this Trust Agreement. ARTICLE IV REVENUES SECTION 4.01 Pledge of Revenues. All Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established hereunder (other than amounts on deposit in the Rebate Fund created pursuant to Section 5.03) are hereby irrevocably pledged to the payment of the interest and premium, if any, on and principal of the Bonds as provided herein, and the Revenues shall not be used for any other purpose while any of the Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys there may be applied such sums for such purposes as are permitted hereunder. This pledge shall constitute a pledge of and charge and lien upon the Revenues and all other moneys on deposit in the funds and accounts established hereunder (excluding other amounts on deposit in the Rebate Fund created pursuant to Section 5.03) for the payment of the interest on and principal of the Bonds in accordance with the terms hereof and thereof. The Authority hereby assigns to the Trustee all of the Authority’s rights and remedies under the Facility Lease, except for the Authority’s rights to give approvals and consents thereunder. The assignment of the Facility Lease to the Trustee is solely in its capacity as Trustee under this Trust Agreement and the duties, powers and liabilities of the Trustee in acting hereunder shall be subject to the provisions of this Trust Agreement, including, without limitation, the provisions of Article VI hereof. The Trustee shall have no responsibility for the representations, covenants or warranties of the Authority under the Facility Lease. SECTION 4.02 Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, assignment, charge and lien contained herein, the Authority agrees and covenants that all Revenues when and as received shall be received by the Authority in trust hereunder for the benefit of the Holders and shall be transferred when and as received by the Authority to the Trustee for deposit in the Revenue Fund, which fund is hereby created and which fund the Authority hereby agrees and covenants to maintain with the Trustee so long as any Bonds shall be Outstanding hereunder. All Revenues and all other amounts pledged and assigned shall be accounted for through and held in trust in the Revenue Fund, and the Authority shall have no beneficial right or interest in any of the Revenues except only as 26 herein provided. All Revenues, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely to the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Authority. SECTION 4.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. Subject to Section 5.03, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special funds within the Revenue Fund (each of which is hereby created and each of which the Authority hereby covenants and agrees to cause to be maintained) in the following order of priority: (a) Interest Account, and (b) Principal Account, All money in each of such funds and accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section. (c) Interest Account. On or before each Interest Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Account that amount of money which is equal to the amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. No deposit need be made in the Interest Account if the amount contained therein is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date. All money in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity). (d) Principal Account. On or before each June 1, commencing [June 1, 2018], the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount of money equal to the amount of all sinking fund payments required to be made on such June 1 into the sinking fund account for all Outstanding Term Bonds to be redeemed on such June 1. No deposit need be made in the Principal Account if the amount contained therein is at least equal to the aggregate amount of all sinking fund payments required to be made on such June 1 for all Outstanding Term Bonds. Amounts deposited to the Principal Account pursuant to Section 2.03(a) or (c) shall be applied to pay the principal and redemption premium, if any, on the Series 2018 Bonds called for redemption pursuant to said Sections. The Trustee shall establish and maintain within the Principal Account a separate subaccount for the Term Bonds of each series, designated as the “_____ Sinking Account” (the “Sinking Account”), inserting therein the series (if more than one such account is established for such series) designation of such Bonds. With respect to each Sinking Account, on each mandatory sinking account payment date established for such Sinking Account, the Trustee shall apply the Mandatory Sinking Account Payment required on that date to the redemption (or payment at maturity, as the case may be) of Term Bonds of the series and maturity for which such Sinking Account was established, upon the notice and in the manner provided in Article II; 27 provided that, at any time prior to giving such notice of such redemption, the Trustee may upon the Written Request of the Authority, apply moneys in such Sinking Account to the purchase of Term Bonds of such series and maturity at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account), as may be directed by the Authority, except that the purchase price (excluding accrued interest) shall not exceed the redemption price that would be payable for such Bonds upon redemption by application of such Mandatory Sinking Account Payment. If, during the twelve-month period immediately preceding said mandatory sinking account payment date, the Trustee has purchased Term Bonds of such series and maturity with moneys in such Sinking Account, such Bonds so purchased shall be applied, to the extent of the full principal amount thereof, in the case of Series 2018 Bonds, to reduce said Mandatory Sinking Account Payment. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as they shall become due and payable, whether at maturity or redemption, except that any money in any sinking fund account shall be used and withdrawn by the Trustee only to purchase or to redeem or to pay Term Bonds for which such sinking fund account was created. The Trustee shall establish and maintain within the Principal Account a separate subaccount for the Series 2018 Term Bonds, designated as the “Series 2018 Term Bond Sinking Account.” The Trustee shall establish and maintain within the Series 2018 Term Bond Sinking Account a separate subaccount for the Series 2018 Term Bonds maturing on June 1, 20[__]. Subject to the terms and conditions set forth in this Section and Section 2.03(b), the Series 2018 Term Bonds maturing on June 1, 20[__], shall be redeemed (or paid at maturity, as the case may be) by application of Mandatory Sinking Account Payments in the amounts and upon the dates hereby established for such Series 2018 Term Bonds Sinking Account, as follows: Term Bonds of June 1, 20[__] Date (June 1) Mandatory Sinking Account Payment * Maturity Date. SECTION 4.04 Application of Insurance Proceeds. In the event of any damage to or destruction of any part of the Leased Property covered by insurance, the Authority, except as hereinafter provided, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Leased Property, and the Trustee shall hold said proceeds in a fund established by the Trustee for such purpose separate and apart from all other funds, to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Leased Property to at least the same good order, 28 repair and condition as it was in prior to the damage or destruction, insofar as the same may be accomplished by the use of said proceeds. The Trustee shall invest said proceeds in Permitted Investments pursuant to the Written Request of the City, as agent for the Authority under the Facility Lease, and withdrawals of said proceeds shall be made from time to time upon the filing with the Trustee of a Written Request of the City, stating that the City has expended moneys or incurred liabilities in an amount equal to the amount therein stated for the purpose of the repair, reconstruction or replacement of the Leased Property, and specifying the items for which such moneys were expended, or such liabilities were incurred, in reasonable detail. The City shall file a Written Request with the Trustee confirming that sufficient funds from insurance proceeds or from any funds legally available to the City, or from any combination thereof, are available in the event it elects to repair, reconstruct or replace the Leased Property. Any balance of such proceeds not required for such repair, reconstruction or replacement and the proceeds of use and occupancy insurance shall be treated by the Trustee as Base Rental Payments and applied in the manner provided by Section 4.01. Alternatively, the City, at its option, if the proceeds of such insurance together with any other moneys then available for such purpose are sufficient to prepay all, in case of damage or destruction in whole of the Leased Property, or that portion, in the case of partial damage or destruction of the Leased Property, of the Base Rental Payments relating to the damaged or destroyed portion of the Leased Property, may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Leased Property and thereupon shall cause said proceeds to be used for the redemption of Outstanding Bonds pursuant to the applicable provisions of Section 2.03 and the corresponding provisions of any Supplemental Trust Agreement. The City shall not apply the proceeds of insurance as set forth in this Section 4.04 to redeem the Bonds in part due to damage or destruction of a portion of the Leased Property unless the Trustee receives a Certificate of the Authority that the Base Rental Payments on the undamaged portion of the Leased Property will be sufficient to pay the initially-scheduled principal and interest on the Bonds remaining unpaid after such redemption. SECTION 4.05 Deposit and Investments of Money in Accounts and Funds. Subject to Sections 4.04 and 5.03, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested in Permitted Investments at the Written Request of the Authority. In the absence of such a Written Request, the Trustee shall hold such funds uninvested. Investments (except investment agreements) in Trust Agreement funds and accounts shall be valued at the market value thereof, exclusive of accrued interest, at least semiannually. In determining market value of Permitted Investments, the Trustee may use and rely conclusively and without liability upon any generally recognized pricing information service (including brokers and dealers in securities) available to it. Investments purchased with funds on deposit in the Revenue Fund shall mature not later than the payment date immediately succeeding the investment. For purposes of this Section, investments that are redeemable or permit withdrawal at the option of the Authority or Trustee shall be deemed to mature on the earliest dates and in the largest amounts which may be so redeemed or withdrawn under the terms thereof. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the right to receive brokerage 29 confirmations of security transactions as they occur, at no additional cost, the Authority will not receive such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. The Trustee may make any investment hereunder through its own bond or investment department or trust investment department, or those of its parent or any affiliate. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investment made by the Trustee hereunder. Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories. The Trustee may rely on the investment directions of the Authority (or, with respect to investments of insurance proceeds pursuant to Section 4.04 hereof, may rely on the investment directions of the City) as to both the suitability and legality of the directed investments. ARTICLE V COVENANTS OF THE AUTHORITY SECTION 5.01 Punctual Payment and Performance. The Authority will punctually pay out of the Revenues the interest on and the principal of and redemption premiums, if any, to become due on every Bond issued hereunder in strict conformity with the terms hereof and of the Bonds, and will faithfully observe and perform all the agreements and covenants to be observed or performed by the Authority contained herein and in the Bonds. SECTION 5.02 Against Encumbrances. The Authority will not make any pledge of or place any charge or lien upon the Revenues except as provided herein, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except as provided in Section 3.03. SECTION 5.03 Tax Covenants; Rebate Fund. (a) In addition to the funds and accounts created pursuant to Section 4.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein in accordance with written instructions of the Authority. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 4.01, 4.02, 4.05, 8.02 and 9.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon an Event of Default and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 5.03 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. 30 (b) Any funds remaining in the Rebate Fund after redemption and payment with respect to all of the Bonds, or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees and expenses to the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the direction of the Authority. (c) The Authority shall not use or permit the use of any proceeds of Bonds or any funds of the Authority, directly or indirectly, to acquire any securities or obligations, and shall not take or permit to be taken any other action or actions, which would cause any Bonds to be an “arbitrage bond” within the meaning of Section 148 of the Code, “private activity bond” within the meaning of Section 141(a) of the Code, or “federally guaranteed” within the meaning of Section 149(b) of the Code and any such applicable requirements promulgated from time to time thereunder. The Authority shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. The Authority shall comply with all requirements of Sections 148 and 149(b) of the Code to the extent applicable to the Bonds. In the event that at any time the Authority is of the opinion that for purposes of this Section 5.03(c) it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust Agreement, the Authority shall so instruct the Trustee under this Trust Agreement in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. (d) The Authority specifically covenants to comply with the provisions and procedures of the Tax Certificate, and the Trustee shall comply with the direction of the Authority given thereunder (with no duty to monitor whether such directions comply with the terms of the Tax Certificate). (e) The Authority shall not use or permit the use of any proceeds of the Bonds or any funds of the Authority, directly or indirectly, in any manner, and shall not take or omit to take any action that would cause any of the Bonds to be treated as an obligation not described in Section 103(a) of the Code. (f) Notwithstanding any provisions of this Section 5.03 if the Authority shall provide to the Trustee an Opinion of Counsel that any specified action required under this Section 5.03 is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest with respect to the Bonds, the Trustee and the Authority may conclusively rely on such opinion in complying with the requirements of this Section, and, notwithstanding Article VII hereof, the covenants hereunder shall be deemed to be modified to that extent. SECTION 5.04 Accounting Records and Reports. The Authority will keep or cause to be kept proper books of record and accounts in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shall be available for inspection by the Trustee, at reasonable hours and under reasonable conditions. Not more than two hundred seventy (270) days after the close of each Fiscal Year, the Authority shall furnish or cause to be furnished to the Trustee a complete financial statement covering receipts, disbursements, allocation and application of Revenues for such Fiscal Year. The Authority shall also keep or cause to be kept such other information as required under the Tax Certificate. The Trustee shall have no duty to 31 review, verify, analyze or examine such statement and shall hold such statement solely as a repository for the benefit of the Bondholders; the Trustee shall not be deemed to have notice of any information contained therein or default or Event of Default which may be disclosed therein in any manner. SECTION 5.05 Prosecution and Defense of Suits. The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the Revenues or to the extent involving the failure of the Authority to fulfill its obligations hereunder; provided that the Trustee or any affected Holder at its election may appear in and defend any such suit, action or proceeding. The Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and hold harmless the Trustee against any attorney’s fees and expenses or other expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the negligence or willful misconduct by the Trustee. Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect even though all Bonds secured hereby may have been fully paid and satisfied. SECTION 5.06 Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Holder, the Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Holders all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby. ARTICLE VI THE TRUSTEE SECTION 6.01 The Trustee. U.S. Bank National Association shall serve as the initial Trustee for the Bonds for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest on and principal of and redemption premiums, if any, on the Bonds presented for payment in the designated corporate trust operations or agency office of the Trustee, or such other place as designated by the Trustee with the rights and obligations provided herein. The Authority agrees that it will at all times maintain a Trustee having a corporate trust office in Los Angeles, California. The Authority may at any time, unless there exists any Event of Default as defined in Section 8.01, shall, remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided that any such successor shall be a banking corporation or trust company in good standing located in or incorporated under the laws of the State, having a combined capital (exclusive of borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000) and subject to supervision or examination by federal or state authority. If such banking corporation or trust 32 company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and by mailing by first class mail to the Holders notice of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby. The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Bonds; and a certificate of destruction shall be delivered to the Authority upon its request. The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in this Trust Agreement and no implied duties or obligations shall be read into this Trust Agreement. The Trustee shall, during the existence of any Event of Default (that has not been cured or waived), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. SECTION 6.02 Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same or makes any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee shall not be bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and such Holder’s title thereto satisfactorily established, if disputed. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. 33 The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Trust Agreement. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request, order or direction of the Holders pursuant to the provisions of this Trust Agreement unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Holders for the payment of interest on, principal of or redemption premium, if any, with respect to the Bonds from its own funds; but rather the Trustee’s obligations shall be limited to the performance of its duties hereunder. The Trustee shall not be deemed to have knowledge of any Event of Default unless and until an officer at the Trustee’s corporate trust office of the Trustee in Los Angeles, California responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office of the Trustee in Los Angeles, California. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys, attorneys-in-fact, agents or receivers and shall not be responsible for the misconduct or negligence of such attorneys, attorneys-in-fact, agents or receivers. The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Whether or not therein expressly so provided, every provision of this Trust Agreement, the Facility Lease or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or City of the Leased Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Facility Lease or this Trust Agreement for the existence, furnishing or use of the Leased Property. 34 The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including any Written Request of the Authority), consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under Section 6.01 shall be the successor to such Trustee without execution or filing of any further act, anything herein to the contrary notwithstanding. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. In acting or omitting to act pursuant to the Facility Lease, Site Lease, or any other document executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement, including, but not limited to, this Article VI. Notwithstanding the effective date of this Trust Agreement or anything to the contrary in this Trust Agreement, the Trustee shall have no liability or responsibility for any act or event relating to this Trust Agreement which occurs prior to the date the Trustee formally executes this Trust Agreement and commences acting as Trustee hereunder. 35 The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and/or City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and/or the City whenever a person is to be added or deleted from the listing. If the Authority and/or City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority, City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and/or City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. SECTION 6.03 Compensation and Indemnification of Trustee. The Authority covenants to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, default or willful misconduct. The Authority, to the extent permitted by law, shall indemnify, defend and hold harmless the Trustee and its officers, directors, agents and employees against any loss, cost, judgment, claim, suit, damages, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of the trusts created hereby or under any documents 36 executed in connection herewith, including costs and expenses (including attorneys’ fees and expenses) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this Section 6.03 shall survive the discharge of the Bonds and this Trust Agreement and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. SECTION 6.04 Notice to Authority. The Trustee shall provide notice in writing to the Authority in advance of any Interest Payment Date on which the Trustee will not apply amounts held in the Revenue Fund or any account therein for any payment due on the Bonds due to a lien asserted by the Trustee on said amounts. ARTICLE VII AMENDMENT OF THE TRUST AGREEMENT SECTION 7.01 Amendment of the Trust Agreement. (a) The Trust Agreement and the rights and obligations of the Authority and of the Holders may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consents of the Holders of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.02, are filed with the Trustee. No such amendment shall (1) extend the maturity of or reduce the interest rate on or amount of interest on or principal of or redemption premium, if any, on any Bond without the express written consent of the Holder of such Bond, or (2) permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the written consent to any such amendment, or (4) modify any rights or obligations of the Trustee, the Authority or the City without their prior written assent thereto, respectively. (b) The Trust Agreement and the rights and obligations of the Authority and of the Holders may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption without the consent of any Holders, and only to the extent permitted by law and after receipt of an approving Opinion of Counsel (as described in Section 7.05 hereof), for any purpose that will not materially adversely affect the interests of the Holders (as evidenced by such approving Opinion of Counsel), including (without limitation) for any one or more of the following purposes: 37 (i) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power reserved herein to or conferred herein on the Authority; (ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority may deem desirable or necessary and not inconsistent herewith; (iii) to provide for the issuance of any Additional Bonds and to provide the terms of such Additional Bonds, subject to the conditions and upon compliance with the procedure set forth in Article III (which shall be deemed not to adversely affect Holders); or (iv) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939. Copies of any modification or amendment to the Trust Agreement shall be sent by the Authority to S&P prior to the effective date thereof or as soon as practical thereafter. SECTION 7.02 Disqualified Bonds. Bonds owned or held by or for the account of the Authority or the City shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this article, and shall not be entitled to consent to or take any other action provided in this article provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned or held by or for the account of the Authority or the City unless the Authority or the City is the registered Holder or the Trustee has received written notice that any other registered Holder is the owner or is holding for the account of the Authority or City, and if all Bonds are owned or held by or for the account of the Authority or City, all Bonds shall be deemed Outstanding and entitled to consent to or take any other action provided in this Article. SECTION 7.03 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Holder of any Outstanding Bonds and presentation of his Bond for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Holder of any Outstanding Bond a new Bond or Bonds shall be exchanged at the office of the Trustee without cost to each Holder for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds. SECTION 7.04 Amendment by Mutual Consent. The provisions of this article shall not prevent any Holder from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. 38 SECTION 7.05 Execution of Supplemental Trust Agreements. In executing, or accepting the additional trusts created by, any Supplemental Trust Agreement permitted by this Article or the modification thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Trust Agreement is authorized or permitted by this Trust Agreement and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such Supplemental Trust Agreement which affects the Trustee's own rights, duties or immunities under this Trust Agreement or otherwise. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF HOLDERS SECTION 8.01 Events of Default; No Acceleration of Maturities. (a) The following shall be “Events of Default” under this Trust Agreement: (i) if default shall be made by the Authority in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; (ii) if default shall be made by the Authority in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed or by proceedings for redemption; (iii) if default shall be made by the Authority in the performance of any of the agreements or covenants required herein to be performed by the Authority, and such default shall have continued for a period of thirty (30) days after the Authority shall have been given notice in writing of such default by the Trustee; (iv) if the Authority shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Authority seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property; or (v) if an Event of Default has occurred under Section 6.01 of the Facility Lease. Notwithstanding anything to the contrary in this Trust Agreement, the Bonds are not subject to acceleration if an Event of Default occurs and it continuing. Upon the occurrence of any Event of Default, the Trustee shall promptly provide written notice to the City specifying the Event of Default. 39 SECTION 8.02 Application of Funds Upon an Event of Default. All moneys in the accounts and funds provided in Sections 2.11, 4.02, 4.03 and 4.05 upon the date of the declaration of an Event of Default by the Trustee and all Revenues (other than Revenues on deposit in the Rebate Fund) thereafter received by the Authority hereunder shall be transmitted to the Trustee and shall be applied by the Trustee in the following order: First, to the payment of the reasonable fees, costs and expenses of the Trustee in providing for the declaration of such Event of Default, and in the exercise of any remedies, including reasonable compensation to their accountants and counsel together with interest on any amounts advanced as provided herein including further, any outstanding sums owed under Section 6.03 and to the payment of the reasonable costs and expenses of the Holders, if any, in carrying out the provisions of this article, including reasonable compensation to their accountants and counsel; and 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 whole amount then owing and unpaid upon the Bonds for interest and principal, with (to the extent permitted by law) interest on the overdue interest and principal at the rate borne by such Bonds, and in case such money shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such interest, principal and (to the extent permitted by law) interest on overdue interest and principal without preference or priority among such interest, principal and interest on overdue interest and principal ratably to the aggregate of such interest, principal and interest on overdue interest and principal. SECTION 8.03 Institution of Legal Proceedings by Trustee. Subject to Section 8.01 hereof, if one or more of the Events of Default shall happen and be continuing, the Trustee may, and upon the written request of the Holders of a majority in principal amount of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Holders of Bonds under this Trust Agreement and under Article VII of the Facility Lease by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy shall be deemed most effectual in support of any of its rights and duties hereunder. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Bondholder thereof, or to authorize the Trustee to vote in respect of the claim of any Bondholder in any such proceeding without the approval of the Bondholders so affected. SECTION 8.04 Non-Waiver. Nothing in this article or in any other provision hereof or in the Bonds shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of and redemption premiums, if any, on the Bonds to the respective Holders of the Bonds at the respective dates of maturity or upon prior redemption as provided herein from the Revenues as provided herein pledged for such 40 payment, or shall affect or impair the right of such Holders, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein and in the Bonds. A waiver of any default or breach of duty or contract by the Trustee or any Holder shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee or any Holder to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Holders by the Act or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Holders. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, the Authority, the Trustee and any Holder shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 8.05 Actions by Trustee as Attorney-in-Fact. Any action, proceeding or suit which any Holder shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Holders, whether or not the Trustee is a Holder, and the Trustee is hereby appointed (and the successive Holders, by taking and holding the Bonds issued hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attorney-in-fact of the Holders for the purpose of bringing any such action, proceeding or suit and for the purpose of doing and performing any and all acts and things for and on behalf of the Holders as a class or classes as may be advisable or necessary in the opinion of the Trustee as such attorney-in-fact. SECTION 8.06 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other remedy, and each 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 Act or any other law. SECTION 8.07 Limitation on Holders’ Right to Sue. No Holder of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Holder shall have previously given to the Trustee written notice of the occurrence of an event of default as defined in Section 8.01 hereunder; (b) the Holders of at least a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Holders shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. 41 Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Holder of Bonds of any remedy hereunder; 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 enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of the Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Holders of the Outstanding Bonds. ARTICLE IX DEFEASANCE SECTION 9.01 Discharge of Bonds. (a) If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Holders of all Outstanding Bonds the interest thereon and the principal thereof and the redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein, and all amounts due and owing to the Trustee have been paid in full, then the Holders of such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority to the Holders of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied, provided, however, that the Authority’s obligations under Section 6.03 hereof shall survive. In such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the interest on and principal of and redemption premiums, if any, on such Bonds. (b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (1) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 2.03 or in the corresponding section of a Supplemental Trust Agreement, (2) there shall have been deposited with the Trustee either, or any combination of, (A) money in an amount which shall be sufficient or (B) Defeasance Obligations which are not subject to redemption prior to maturity (including any such Defeasance Obligations issued or held in book-entry form on the books of the Treasury of the United States of America), the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent Certified Public Accountant addressed to the Authority and on which the Trustee may conclusively rely, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and redemption premiums, if any, on such Bonds, (3) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Holders of such Bonds that the deposit required by clause (2) above has been made with the Trustee and that such Bonds are deemed to 42 have been paid in accordance with this section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds, and (4) a legal opinion to the Trustee to the effect that such Bonds are deemed to have been paid within the meaning and with the effect expressed in Section 9.01(a). SECTION 9.02 Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds or interest thereon which remains unclaimed for two (2) years after the date when such Bonds or interest thereon have become due and payable, either at their stated maturity dates or by call for redemption prior to maturity, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Bonds have become due and payable, shall be repaid by the Trustee (without liability for interest) to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Holders shall not look to the Trustee for the payment of such Bonds. ARTICLE X MISCELLANEOUS SECTION 10.01 Liability of Authority Limited to Revenues. Notwithstanding anything contained herein, the Authority shall not be required to advance any money derived from any source other than the Revenues as provided herein for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds or for the performance of any agreements or covenants herein contained. The Authority may, however, advance funds for any such purpose so long as such funds are derived from a source legally available for such purpose without incurring an indebtedness. The Bonds are limited obligations of the Authority and are payable, as to interest thereon, principal thereof and any premiums upon the redemption of any thereof, solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues. All the Bonds are equally secured by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums, if any, on the Bonds as provided herein. The Bonds are not a debt of the Authority, the State of California or any of its political subdivisions, and neither the Authority, said State nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Authority as provided herein. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction. SECTION 10.02 Benefits of the Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any entity or person other than the Authority, the Trustee and the Holders any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements required herein to be performed 43 by or on behalf of the Authority shall be for the sole and exclusive benefit of the Authority, the Trustee and the Holders. SECTION 10.03 Successor Is Deemed Included In All References To Predecessor. Whenever herein either the Authority or any member, officer or employee thereof or of the State of California is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions with respect to the Leased Property that are presently vested in the Authority or such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or any member, officer or employee thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 10.04 Execution of Documents by Holders. Any declaration, request or other instrument which is permitted or required herein to be executed by Holders may be in one or more instruments of similar tenor and may be executed by Holders in person or by their attorneys appointed in writing. The fact and date of the execution by any Holder or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of any Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Bonds at the corporate trust office of the Trustee in Los Angeles, California, or such other place as designated by the Trustee. Any declaration, request, consent or other instrument or writing of the Holder of any Bond shall bind all future Holders of such Bond with respect to anything done or suffered to be done by the Trustee or the Authority in good faith and in accordance therewith. SECTION 10.05 Waiver of Personal Liability. No member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds by reason of their issuance, but nothing herein contained shall relieve any such member, officer or employee from the performance of any official duty provided by the Act or any other applicable provisions of law or hereby. SECTION 10.06 Acquisition of Bonds by Authority. All Bonds acquired by the Authority, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. SECTION 10.07 Destruction of Cancelled Bonds. Whenever provision is made for the return to the Authority of any Bonds which have been cancelled pursuant to the provisions hereof, the Authority may, by a Written Request of the Authority, direct the Trustee to furnish to the Authority a certificate of such destruction. 44 SECTION 10.08 Content of Certificates. Every Certificate of the Authority with respect to compliance with any agreement, condition, covenant or provision provided herein shall include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or provision 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 contained in such certificate are based; (c) a statement that, in the opinion of the signers, 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 agreement, condition, covenant or provision has been complied with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or provision has been complied with. Any Certificate of the Authority may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Authority, upon a representation by an officer or officers of the Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. SECTION 10.09 Accounts and Funds; Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds shall at all times be maintained with industry practice and with due regard for the protection of the security of the Bonds and the rights of the Holders. Any action required to occur hereunder on a day which is not a Business Day shall be required to occur on the next succeeding Business Day without penalty or interest for such additional delay. SECTION 10.10 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto under this Trust Agreement, in all cases, at the address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: If to the Authority: San Luis Obispo Public Financing Authority 990 Palm Street San Luis Obispo, California 93401 Attention: Secretary/City Clerk If to the Trustee: 45 U.S. Bank National Association 633 W. Fifth Street, 24th Street Los Angeles, CA 90071 Attention: Global Corporate Trust Services SECTION 10.11 Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to the Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof. SECTION 10.12 Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Bonds, and the Holders shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered the Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 10.13 Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. SECTION 10.14 Amendments to Site Lease and Facility Lease. The Authority shall not supplement, amend, modify or terminate any of the terms of the Site Lease or Facility Lease, or consent to any such supplement, amendment, modification or termination, without the written consent of the Trustee; provided, however, that any amendment of the Site Lease or the Facility Lease pursuant to Section 2.03(a) or (b) of the Facility Lease shall not require consent of the Trustee. The Trustee shall give such written consent only if (a) such supplement, amendment, modification or termination will not materially adversely affect the interests of the Holders or result in any material impairment of the security hereby given for the payment of the Bonds (provided that such supplement, amendment or modification shall not be deemed to have such adverse effect or to cause such material impairment solely by reason of providing for the payment of Additional Bonds as required by Section 3.01(d)), as evidenced by an opinion of counsel delivered to the Trustee, or (b) the Trustee first obtains the written consent of the Holders of a majority in principal amount of the Bonds then Outstanding to such 46 supplement, amendment, modification or termination; provided, that no such supplement, amendment, modification or termination shall reduce the amount of Base Rental Payments to be made to the Authority or the Trustee by the City pursuant to the Facility Lease, or extend the time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by the Facility Lease (except as expressly provided in the Facility Lease), in each case without the written consent of the Holders of the Bonds then Outstanding. SECTION 10.15 Reserved. SECTION 10.16 Governing Law. This Trust Agreement shall be governed by the laws of the State. [Remainder of page intentionally left blank] Signature Page to Trust Agreement IN WITNESS WHEREOF, SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY has caused this Trust Agreement to be signed in its name by one of its duly authorized officers and U.S. Bank National Association, in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written. SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY By: Treasurer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-1 EXHIBIT A (FORM OF SERIES 2018 BOND) UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR ITS AGENT FOR THE REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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. SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BOND, SERIES 2018 No. R-__ $_______________ NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE CITY OF SAN LUIS OBISPO IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF THE BONDS AND NO TAX OR OTHER SOURCE OF FUNDS OTHER THAN THE REVENUES HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE INTEREST ON OR PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF SAN LUIS OBISPO. Interest Rate Maturity Date Dated Date CUSIP June 1, 20__[___________], 2018 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: $______________________________________ DOLLARS SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and validly existing under and pursuant to the laws of the State of California (the “Authority”), for value received hereby, promises to pay (but only out of the Revenues hereinafter referred to) to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest on such principal sum from the interest payment date next preceding the date of registration of this Series 2018 Bond (unless this Bond is registered as of an interest payment date or during the period from the sixteenth day of the month preceding an interest payment date to such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Series 2018 A-2 Bond is registered prior to [May 15, 2018], in which event it shall bear interest from the Dated Date specified above) until the principal hereof shall have been paid at the interest rate per annum specified above, payable semiannually on each June 1 and December 1, commencing [June 1, 2018]. Interest due on or before the maturity or prior redemption of this Series 2018 Bond shall be payable only by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Holder of $1,000,000 or more in aggregate principal amount of Series 2018 Bonds received by the Trustee prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds. The principal hereof is payable in lawful money of the United States of America at the corporate trust office of U.S. Bank National Association (the “Trustee”) in Los Angeles, California, or such other place as designated by the Trustee. This Series 2018 Bond is one of a duly authorized issue of bonds of the Authority designated as its “Lease Revenue Refunding Bonds, Series 2018 (the “Series 2018 Bonds”) in aggregate principal amount of [_______________] dollars ($[_________]), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto (the “Act”) and under and pursuant to the provisions of a trust agreement, dated as of April 1, 2018 (the “Trust Agreement”), between the Authority and the Trustee (copies of which are on file at the corporate trust office of the Trustee). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. The Bonds are issued to provide funds to refinance the Prior Leases and defease and refund the Prior Bonds. The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain funds and accounts pursuant to the Trust Agreement and the revenues (the “Revenues”) derived from Base Rental Payments made by the City of San Luis Obispo (the “City”), and all interest or other investment income, pursuant to the Facility Lease, dated as of April 1, 2018 (the “Facility Lease”), between the Authority and the City, and the Authority is not obligated to pay interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest or premium, if any, on and principal of the Bonds as provided in the Trust Agreement. The full faith and credit of the Authority and the City of San Luis Obispo are not pledged for the payment of the interest or premium, if any, on or principal of the Bonds. No tax shall ever be levied or collected to pay the interest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Authority or any of its income or receipts except the Revenues, and neither the payment of the interest on nor principal of the Bonds is a debt, liability or general obligation of the Authority. Additional bonds payable from the Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the conditions and upon compliance with the procedures set forth in the Trust Agreement. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and supplements thereto for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights of the registered owners of the Bonds, security for A-3 payment of the Bonds, remedies upon default and limitations thereon, and amendment of the Trust Agreement (with or without consent of the registered owners of the Bonds); and all the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. The Bonds are subject to redemption by the Authority on the dates, at the prices, and pursuant to the terms and provisions set forth in the Trust Agreement. This Bond is transferable only on a register to be kept for that purpose at the above-mentioned corporate trust office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount in authorized denominations will be issued to the transferee in exchange therefor. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been executed and dated by the Trustee. It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Trust Agreement. A-4 IN WITNESS WHEREOF, San Luis Obispo Public Financing Authority has caused this Series 2018 Bond to be executed in its name and on its behalf by the facsimile signature of the Treasurer of the Authority and countersigned by the facsimile signature of the Secretary of said Authority, and has caused this Series 2018 Bond to be dated as of the Dated Date specified above. SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY By Treasurer Countersigned: Secretary A-5 [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Series 2018 Bonds described in the within-mentioned Trust Agreement which has been authenticated on [_____________], 2018. U.S. Bank National Association, as Trustee By: Authorized Signatory A-6 [FORM OF ASSIGNMENT] For value received the undersigned hereby sells, assigns and transfers unto (Taxpayer Identification Number: ___________) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Note: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Notice: Signature must be guaranteed by an eligible guarantor institution. EXHIBIT B FORM OF COSTS OF ISSUANCE FUND REQUISITION U.S. Bank National Association Re: Cost of Issuance Fund ("Cost of Issuance Fund") held under the Trust Agreement relating to the San Luis Obispo Public Financing Authority Lease Revenue Refunding Bonds, Series 2018 (the “Trust Agreement”) You are hereby instructed to transfer moneys from the Cost of Issuance Fund as follows: Payee Name: Payee Address: Payee Wiring Instructions: Not to Exceed Amount: $ Purpose of Expenditure: The undersigned as a duly authorized representative of the San Luis Obispo Public Financing Authority (the “Authority”) hereby certifies as follows: (i) that above payment complies with the requirements of the Trust Agreement; and (ii) that an obligation in the stated amount has been properly incurred and that such obligation is a proper charge against the Costs of Issuance Fund. Date: ________________ SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY Authorized Officer TABLE OF CONTENTS Page -i- ARTICLE I DEFINITIONS; EQUAL SECURITY  SECTION 1.01 Definitions ....................................................................................................... 3  SECTION 1.02 Equal Security .............................................................................................. 14  ARTICLE II ISSUANCE OF SERIES 2018 BONDS  SECTION 2.01 Authorization and Purpose of Series 2018 Bonds ..................................... 14  SECTION 2.02 Terms of the Series 2018 Bonds .................................................................. 14  SECTION 2.03 Redemption of Series 2018 Bonds. ............................................................. 16   SECTION 2.04 Form of Series 2018 Bonds .......................................................................... 18  SECTION 2.05 Execution of Series 2018 Bonds .................................................................. 18  SECTION 2.06 Transfer and Payment of Series 2018 Bonds ............................................. 18  SECTION 2.07 Exchange of Series 2018 Bonds ................................................................... 19  SECTION 2.08 Series 2018 Bond Registration Books ......................................................... 19  SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Series 2018 Bonds ......................... 19  SECTION 2.10 Temporary Series 2018 Bonds .................................................................... 20  SECTION 2.11 Procedure for the Issuance of Series 2018 Bonds Application of Proceeds ........................................................................................................ 20  SECTION 2.12 Reserved ........................................................................................................ 21  SECTION 2.13 Validity of Series 2018 Bonds ..................................................................... 21  SECTION 2.14 Special Covenants as to Book-Entry Only System for Series 2018 Bonds ............................................................................................................. 21  ARTICLE III ISSUANCE OF ADDITIONAL BONDS  SECTION 3.01 Conditions for the Issuance of Additional Bonds ..................................... 23  SECTION 3.02 Proceedings for Authorization of Additional Bonds................................. 24  SECTION 3.03 Limitations on the Issuance of Obligations Payable from Revenues ...... 25  ARTICLE IV REVENUES  TABLE OF CONTENTS (continued) Page -ii- SECTION 4.01 Pledge of Revenues ....................................................................................... 25  SECTION 4.02 Receipt and Deposit of Revenues in the Revenue Fund ........................... 25  SECTION 4.03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ........................................................................................ 26  SECTION 4.04 Application of Insurance Proceeds ............................................................. 27  SECTION 4.05 Deposit and Investments of Money in Accounts and Funds .................... 28  ARTICLE V COVENANTS OF THE AUTHORITY  SECTION 5.01 Punctual Payment and Performance ......................................................... 29  SECTION 5.02 Against Encumbrances ................................................................................ 29  SECTION 5.03 Tax Covenants; Rebate Fund. .................................................................... 29  SECTION 5.04 Accounting Records and Reports ............................................................... 30  SECTION 5.05 Prosecution and Defense of Suits ................................................................ 31  SECTION 5.06 Further Assurances ...................................................................................... 31  ARTICLE VI THE TRUSTEE  SECTION 6.01 The Trustee ................................................................................................... 31  SECTION 6.02 Liability of Trustee ...................................................................................... 32  SECTION 6.03 Compensation and Indemnification of Trustee ......................................... 35  SECTION 6.04 Notice to Authority ...................................................................................... 36  ARTICLE VII AMENDMENT OF THE TRUST AGREEMENT  SECTION 7.01 Amendment of the Trust Agreement ......................................................... 36  SECTION 7.02 Disqualified Bonds ....................................................................................... 37  SECTION 7.03 Endorsement or Replacement of Bonds After Amendment .................... 37  SECTION 7.04 Amendment by Mutual Consent................................................................. 37  SECTION 7.05 Execution of Supplemental Trust Agreements.......................................... 38  TABLE OF CONTENTS (continued) Page -iii- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF HOLDERS  SECTION 8.01 Events of Default; No Acceleration of Maturities ..................................... 38  SECTION 8.02 Application of Funds Upon an Event of Default ....................................... 39  SECTION 8.03 Institution of Legal Proceedings by Trustee .............................................. 39  SECTION 8.04 Non-Waiver .................................................................................................. 39  SECTION 8.05 Actions by Trustee as Attorney-in-Fact ..................................................... 40  SECTION 8.06 Remedies Not Exclusive ............................................................................... 40  SECTION 8.07 Limitation on Holders’ Right to Sue .......................................................... 40  ARTICLE IX DEFEASANCE  SECTION 9.01 Discharge of Bonds. ..................................................................................... 41  SECTION 9.02 Unclaimed Money ........................................................................................ 42  ARTICLE X MISCELLANEOUS  SECTION 10.01 Liability of Authority Limited to Revenues ............................................... 42  SECTION 10.02 Benefits of the Trust Agreement Limited to Parties ................................. 42  SECTION 10.03 Successor Is Deemed Included In All References To Predecessor .......... 43  SECTION 10.04 Execution of Documents by Holders .......................................................... 43  SECTION 10.05 Waiver of Personal Liability ....................................................................... 43  SECTION 10.06 Acquisition of Bonds by Authority ............................................................. 43  SECTION 10.07 Destruction of Cancelled Bonds .................................................................. 43  SECTION 10.08 Content of Certificates ................................................................................. 44  SECTION 10.09 Accounts and Funds; Business Days .......................................................... 44  SECTION 10.10 Notices ........................................................................................................... 44  SECTION 10.11 Article and Section Headings and References ........................................... 45  SECTION 10.12 Partial Invalidity .......................................................................................... 45  SECTION 10.13 Execution in Several Counterparts ............................................................ 45  SECTION 10.14 Amendments to Site Lease and Facility Lease .......................................... 45  TABLE OF CONTENTS (continued) Page -iv- SECTION 10.15 Reserved ........................................................................................................ 46  SECTION 10.16 Governing Law ............................................................................................. 46  EXHIBIT A FORM OF SERIES 2018 BOND ................................................................ A-1 4140-8449-0511