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2015-2529 & 2015-2530

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ................................................................................................. 3

Section 1.01. Definitions ............................................................................................ 3

Section 1.02. Interpretation ...................................................................................... 12

Section 1.03. Equality of Bonds; Pledge of Assessments; No Obligation to Cure Deficiency ................................................................................. 12

ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS .................................... 13

Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

Unpaid Reassessments ....................................................................... 13

Type and Nature of Bonds; Limited Liability .................................... 13

Validity of Bonds ............................................................................... 14

Authorization and Purpose of Bonds ................................................. 14

ARTICLE III TERMS AND PROVISIONS OF BONDS .................................................... 14

Section 3.01.

Section 3.02.

Section 3.03.

Section 3.04.

Section 3.05.

Section 3.06.

Section 3.07.

Section 3.08.

Section 3.09.

Section 3.10.

Authorization of the Bonds ................................................................ 14

Terms ofBonds .................................................................................. 15

Execution and Authentication ............................................................ 16

Registration, Exchange or Transfer. .................................................. 17

Book-Entry Bonds .............................................................................. 17

Bond Register ..................................................................................... 19

Mutilated, Lost, Destroyed or Stolen Bonds ...................................... 19

Form of the Bonds ............................................................................. 20

Temporary Bonds ............................................................................... 20

Application of Proceeds of the Sale of the Bonds ............................. 20

ARTICLE IV REDEMPTION OF BONDS ......................................................................... 21

Section 4.01.

Section 4.02.

Section 4.03.

Section 4.04.

Section 4.05.

Privilege of Redemption of Bonds ..................................................... 21

Selection of Bonds for Redemption ................................................... 22

Notice of Redemption ........................................................................ 23

Partial Redemption of Bonds ............................................................. 24

Effect ofNotice and Availability of Redemption Money .................. 24

ARTICLE V CREATION OF FUNDS AND ACCOUNTS APPLICATION OF PROCEEDS AND ASSESSMENTS ............................................................. 25

Section 5.01. Funds and Accounts ........................................................................... 25

-I-

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Section 5.06.

Section 5.07.

Section 5.08.

Section 5.09.

TABLE OF CONTENTS (continued)

Page

Refunding Fund ................................................................................. 26

Reassessment Revenue Fund ............................................................. 26

Administrative Expense Fund ............................................................ 27

Redemption Fund ............................................................................... 27

Reserve Fund ..................................................................................... 28

Costs of Issuance Fund ...................................................................... 29

Rebate Fund ....................................................................................... 30

Investments ........................................................................................ 30

ARTICLE VI COVENANTS AND WARRANTY .............................................................. 32

Section 6.01.

Section 6.02.

Warranty ............................................................................................. 32

Covenants ........................................................................................... 32

ARTICLE VII AMENDMENTS TO AGREEMENT ........................................................... 36

Section 7.01. Amendments Not Requiring Bondowner Consent.. ........................... 36

Section 7.02. Amendments Requiring Bondowner Consent.. .................................. 36

Section 7.03. Notation of Bonds; Delivery of Amended Bonds .............................. 3 7

ARTICLE VIII FISCAL AGENT ........................................................................................... 38

Section 8.01.

Section 8.02.

Section 8.03.

Fiscal Agent ....................................................................................... 38

Removal of Fiscal Agent. ................................................................... 38

Resignation of Fiscal Agent ............................................................... 39

Section 8.04. Merger or Consolidation of Fiscal Agent .......................................... 39

Section 8.05. Liability of Fiscal Agent .................................................................... 39

ARTICLE IX EVENTS OF DEFAULT; REMEDIES ......................................................... 40

Section 9.01.

Section 9.02.

Event of Default ................................................................................. 40

Remedies of Owners .......................................................................... 41

ARTICLE X DEFEASANCE .............................................................................................. 42

Section I 0.01. Defeasance ......................................................................................... 42

ARTICLE XI MISCELLANEOUS ...................................................................................... 43

Section 11.01.

Section 11.02.

Section 11.03.

Cancellation of Bonds ........................................................................ 43

Execution of Documents and Proof of Ownership ............................ 43

Unclairned Moneys ............................................................................ 44

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Section 11.04.

Section 11.05.

Section 11.06.

Section 11.07.

Section 11.08.

Section 11.09.

TABLE OF CONTENTS (continued)

Page

Provisions Constitute Contract; Successors ....................................... 44

Further Assurances; Incontestability .................................................. 45

Severability ........................................................................................ 45

General Authorization ........................................................................ 45

Notice ................................................................................................. 45

Execution in Counterparts .................................................................. 46

EXHIBIT A

EXHIBITB

REQUISITION FOR DISBURSEMENT OF COSTS OF ISSUANCE ...... A-1

FORM OF BOND (SERIES 2015) .............................................................. B-1

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An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/ Authorities. Deleting this break will cause Table of Contents/ Authorities headers and footers to appear on any pages following the Table of Contents/ Authorities.

FISCAL AGENT AGREEMENT

This Fiscal Agent Agreement (the "Agreement") dated as of October 21,2015, is entered into by and between the City of Morgan Hill (the "City"), a municipal corporation and general law city of the State of California, and Zions First National Bank, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as Fiscal Agent (the "Fiscal Agent"), in connection with the Limited Obligation Reassessment Refunding Bonds (the "Series 2015A Bonds" and the "Series 2015B Bonds," and together the "Bonds") of the City's Reassessment District No. 2015-2 (Madrone Business Park) (the "2015 Reassessment District").

RECITALS:

WHEREAS, in furtherance of implementing a refunding program (the "2015 Refunding Program") with respect to the City's Assessment District No. 2000-1 (Madrone Business Park) (the "Prior Assessment District"), the City Council of the City (the "City Council"), on October 21, 2015, adopted its Resolution No. 15-249 ("Resolution No. 15-249"), thereby completing the proceedings of the City for the establishment of the 2015 Reassessment District and the levy of reassessments (the "Reassessments") upon certain parcels ofland within the 2015 Reassessment District, all pursuant to the provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds (Sections 9500 and following, California Streets and Highways Code; hereafter the "1984 Act"); and

WHEREAS, by its Resolution No. 15-251 (the "Resolution of Issuance"), adopted on October 21, 2015, the City Council authorized the issuance of the Bonds in two separate series, namely the Series 20 15A Bonds in a principal amount of not to exceed $5,033,000 and the Series 2015B Bonds in a principal amount of not to exceed $612,000, together comprising the Bonds which are issued upon the security of the unpaid Reassessments, and awarded sale of the Bonds, including both series, to Umpqua Bank (the "Bank"); and

WHEREAS, the bonds being refunded by the Bonds are comprised of two separate series oflimited obligation refunding improvement bonds (the "Series 2005A City Bonds" and the "Series 2005A City Bonds," and together the "Prior Bonds") issued in 2005 by the City upon the security of reassessments levied in 2005 (the "Prior Reassessments") upon the parcels in the Prior Assessment District having unpaid assessments; and

WHEREAS, to facilitate the marketing of the Prior Bonds when issued in 2005 on the most favorable terms, the Prior Bonds were sold to the Morgan Hill Financing Authority (the "Authority"), which issued and sold its Series 2005A Reassessment Revenue Bonds and its Series 2005B Reassessment Revenue Bonds (the "Series 2005A Authority Bonds" and the "Series 2005B Authority Bonds," and together the "2005 Authority Bonds"), pursuant to an Indenture of Trust, dated as of March 1, 2005 (the "Indenture"), between the Authority and The Bank ofNew York Mellon Trust Company, N.A., as trustee (the "Trustee"); and

WHEREAS, the proceeds of sale of the 2005 Authority Bonds were utilized by the Authority to purchase the Prior Bonds, which were then placed in the custody of the Trustee

to provide for the Trustee to receive payment of the principal of and the interest on the Prior Bonds as the source of payment by the Trustee of the principal of and the interest on the 2005 Authority Bonds to the registered holders thereof; and the proceeds of sale of the Prior Bonds to the,Authority were used to refund the remaining outstanding limited obligation improvement bonds issued by the City in 2000 pursuant to the 1915 Act to finance a project of capital improvements within the Prior Assessment District; and

WHEREAS, the Bond Resolution further approved this Fiscal Agent Agreement, together with each oftwo Refunding Escrow Agreements, each dated as of October 21,2015, between the City and The Bank ofNew York Mellon Trust Company, N.A., as Escrow Agent (the "Escrow Agent"), with one of the Refunding Escrow Agreements pertaining to refunding of the Series 2005A Authority Bonds and the other pertaining to the refunding of the Series 2005B Authority Bonds, and under the terms of which a prescribed portion of the proceeds of sale of the Bonds, together with other available funds, will be deposited with the Escrow Agent in an amount sufficient to redeem on March 2, 2016, the remaining outstanding 2005 Authority Bonds, excluding therefrom that portion of each series of the 2005 Authority Bonds scheduled to be redeemed on September 2, 2016; and

WHEREAS, the Reassessments may be paid by the affected owners of the parcels of land upon which such reassessments have been levied either (a) in installments collected on the regular property tax bill of the County of Santa Clara or (b) by prepayment in accordance with the 1984 Act, the proceeds of which installments or prepayments (in either case, the "Reassessment Revenues," as more fully defined herein) are transmitted by the City to the Fiscal Agent to be applied to the payment of the principal of and the interest and applicable redemption premiums, if any, on the Bonds, together with certain authorized administrative expenses of the City relating to the administration of the Reassessments and the Bonds (the "Administrative Expenses"), all as more fully provided by this Fiscal Agent Agreement; and

WHEREAS, the parties hereto wish to provide the terms and conditions for (a) the execution, authentication and delivery of the Bonds to the Bank, together with the transfer of ownership thereof in the event of a change of such ownership, (b) the application of the proceeds of sale of the Bonds and (c) the administration and application of the Reassessment Revenues to pay when due the principal of and the interest and applicable redemption premiums, if any, on the Bonds, together with the Administrative Expenses, along with other matters pertaining to the Bonds;

In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.0 1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

"1915 Act" means the Improvement Bond Act of 1915 (Sections 8500 and following, California Streets and Highways Code), pursuant to which the Prior Assessment District was established in 2000 and limited obligation improvement bonds were issued.

"1984 Act" means the Refunding Act of 1984 for 1915 Improvement Act Bonds (Sections 9500 and following, California Streets and Highways Code), pursuant to which the 2015 Reassessment District has been established and the Bonds are being issued.

"Administrative Expense Requirement" means, to the extent authorized by law and the proceedings for the Reassessment District, including but not limited to the Reassessment Report for the Reassessment District, as approved by the Council on October 21, 2015, an amount to be specified each year by the City Manager of the City (the "City Manager") or designee thereof (all references hereafter in this Fiscal Agent Agreement to the "City Manager" shall be deemed to include reference to any designee of the City Manager) to be used for Administrative Expenses, pro-rata portions of which amount are then added to the annual installments of principal and interest collected on account ofUnpaid Reassessments, provided that such amounts shall not exceed the maximum amount thereof as determined in accordance with the Reassessment Report.

"Administrative Expenses" means the ordinary and necessary fees and expenses for determination ofthe annual installments to be billed and collected on account of Unpaid Reassessments, for administering the levy and collection of said annual installments, and for servicing, calling and redeeming the Bonds, including any and all of the following: the fees and expenses of the City's assessment administrator, the Fiscal Agent (including any fees or expenses of its outside counsel and the allocated costs and disbursements of in-house counsel to the extent such services are not redundant with those provided by outside counsel), the City (including, but not limited to, annual audits and costs incurred in the levying, and collecting and enforcing payment of the annual installments) including the fees and expenses of its counsel and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the discharge of their respective duties hereunder and, in the case of the City, in any way related to the administration of the Reassessment District.

"Administrative Expense Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the City.

"Agreement" means this Fiscal Agent Agreement, as amended or supplemented pursuant to the terms hereof.

"Annual Debt Service" means the amount of the scheduled payments to Bondowners each March 2 and September 2 during a calendar year on account of the principal of and the interest on each series of the Bonds.

"Assistant City Manager" means the Assistant City Manager whose duties include the duties of a Finance Director.

"Authority" means the Morgan Hill Financing Authority, a joint powers authority duly organized and existing under the Joint Exercise of Powers Agreement, dated November 5, 2003, by and between the City and the Morgan Hill Redevelopment Agency, and under the laws of the State.

"2005 Authority Bonds" means the Series 2005A and Series 2005B Reassessment Revenue Bonds issued by the Authority pursuant to the Indenture.

"Authorized Denominations" means, for purposes of any redemption of Bonds hereunder, $1,000 or any integral multiples thereof, and for any other purposes, $250,000 or any integral multiples of $1,000 above $250,000.

"Average Annual Debt Service" means for the Bonds, the average over all calendar years of the annual debt service from the date of such Bonds to their maturity, including:

(1) the principal amount of all Outstanding Bonds payable in such calendar year either at maturity or pursuant to a sinking fund redemption; and

(2) the interest payable on the aggregate principal amount of the Bonds Outstanding in such calendar year assuming the Bonds are retired as scheduled.

"Bank" means Umpqua Bank, as the original purchaser of each series of the Bonds, and any successor or other entity to whom the ownership of the Bonds is transferred hereunder.

"Bond Counsel" means an attorney or firm of attorneys, selected by the City, of nationally recognized standing in matters pertaining to the tax treatment of interest on bonds issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of the State.

"Bond Depository" means a trust company or other financial institution, if any, which is registered as a "clearing agency" pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934, as amended, or is otherwise qualified under applicable law to act as securities custodian for any of the Bonds on behalf of the Participants and the beneficial owners of interests in such Bonds.

"Bond Register" means the books which the Fiscal Agent shall keep or cause to be kept pursuant to Section 3.06 hereof, on which the registration and transfer of ownership of the Bonds shall be recorded.

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"Bond Year" means with respect to the Bonds the twelve-month period beginning on the day after expiration ofthe preceding Bond Year, provided the first Bond Year shall begin on the initial dated date ofthe Bonds and end on September 2, 2016.

"Bondowner" or "Owner" means the person or persons in whose name or names any Bond is registered as shown on the Bond Register and shall initially be the Banlc

"Bonds" means the City of Morgan Hill Reassessment District No. 2015-2 (Madrone Business Park) Limited Obligation Reassessment Refunding Bonds, consisting of Series 20 15A and Series 20 15B, issued upon the security of the unpaid Reassessments.

"Business Day" means any day of the year other than a Saturday, Sunday, a day on which the New York Stock Exchange is closed or any day on which the Fiscal Agent is not open for business.

"City" means the City of Morgan Hill, California.

"City Manager" means the City Manager of the City.

"Closing Date" means the date of delivery of the Bonds by the City and payment therefor by the original purchaser thereof, said date being November 4, 2015 with respect to the Series 2015B Bonds and December 4, 2015 with respect to the Series 2015A Bonds, or such later date with respect to either series of the Bonds as may be mutually agreed upon by the City and the Bank.

"Code" means the Internal Revenue Code of 1986, as amended prior to the Closing Date.

"Corporate Trust Office" means the corporate trust office of the Fiscal Agent in Los Angeles, California.

"Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale, issuance and delivery of the Bonds and implementation of the 2015 Refunding Program, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, preparation and distribution of transcripts of the documents pertaining to the 2015 Refunding Program, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee and fees and charges of legal counsel to the Fiscal Agent, expenses incurred by the City in connection with the issuance of the Bonds and the establishment of the Reassessment District, reassessment engineer fees and expenses, Bank's discount and fees and charges of legal counsel to the Bank, legal fees and charges, including but not limited to Bond Counsel, financial consultant's fees, Placement Agent fees, charges for execution, transportation and safekeeping of the Bonds, fees and charges of the Escrow Agent, fees of the California Debt and Investment Advisory Commission, and any other costs, charges and fees of a similar nature in connection with the 2015 Refunding Program.

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"Costs of Issuance Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the Fiscal Agent.

"Council" means the City Council ofthe City.

"County" means the County of Santa Clara, California.

"Default Rate" means an interest rate per annum equal to the then applicable rate of interest plus 3%.

"Director of Public Works" means the Director ofPublic Works/City Engineer ofthe City.

"Escrow Agent" means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, serving as escrow agent under each of the Refunding Escrow Agreements.

"Event of Default" means one of the events described in Section 9. 01.

"Event of Taxability" means, with respect to the Series 20 15A Bonds, a determination, decision, or decree made by the Commissioner or any District Director of the Internal Revenue Service, or by any court of competent jurisdiction, that the interest on the Bonds is includable in gross income for federal income tax purposes because of an action or omission ofthe City.

"Federal Securities" means, subject to applicable law, United States Treasury notes, bonds, bills or certificates of indebtedness including United States Treasury Obligations -State and Local Government Series ("SLGS") or other direct obligations issued by the United States Treasury for which the faith and credit of the United States are pledged for the payment of principal and interest; and obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority, or other federal agencies or United States Government­sponsored enterprises.

"Fiscal Agent" means Zions First National Bank, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, and its successors or assigns, or any other bank or trust company which may at any time be substituted in its place as provided in Sections 8.02, 8.03 or 8.04 and any successor thereto, serving as Fiscal Agent hereunder.

"Fiscal Year" means the twelve-month period ending on June 30 of each year, or any other annual accounting period hereafter selected or designated by the City as its Fiscal Year in accordance with applicable law.

"2005 Indenture" means the Indenture ofTrust, dated as ofMarch 1, 2005, between the Authority and the Trustee.

6

"Independent Financial Consultant" means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the City and who, or each of whom:

(1) is in fact independent and not under the domination of the City;

(2) does not have any substantial interest, direct or indirect, with the City; and

(3) is not connected with the City as a member, officer or employee of the City, but who may be regularly retained to make annual or other reports to the City.

"Interest Payment Date" means each March 2 and September 2, commencing March 2, 2016.

"Maximum Annual Debt Service" means the maximum sum obtained for any calendar year by totaling the following for such calendar year, as measured separately for the Series 2015A Bonds and the Series 2015B Bonds:

( 1) the principal amount of all Outstanding Bonds of the applicable series payable in such calendar year either at maturity or pursuant to a sinking fund redemption; and

(2) the interest payable during such calendar year on all Outstanding Bonds of the applicable series, assuming that all Outstanding Bonds are retired as scheduled (except to the extent that such interest is to be paid from the proceeds of the sale of any of the Bonds).

"Outstanding Bonds" or "Outstanding" means all of the Bonds theretofore issued by the City under this Fiscal Agent Agreement, except:

( 1) Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 11.01 hereof;

(2) Bonds selected for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Agreement; and

(3) Bonds defeased pursuant to Sections IO.Ol(b) or (c) hereof.

"Owners" or "Bondowners" means the registered owners of the Bonds.

"Permitted Investments" means the following, subject to applicable law:

(1) Federal Securities;

(2) Obligations issued by the Resolution Funding Corporation and the Student Loan Marketing Association, or obligations, participations, or other instruments of or issued by, or fully guaranteed as to interest and principal by, the Government National Mortgage

7

Association (excluding stripped mortgage backed securities which are valued at greater than par on the unpaid principal);

(3) Commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical rating category as provided by Moody's and by S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of $500,000,000 and that have an "AI" or higher rating for the issuer's unsecured debentures, other than commercial paper, as provided by Moody's and by S&P; provided, that purchases of eligible commercial paper may not exceed 180 days' maturity nor represent more than 10% of the outstanding commercial paper of an issuing corporation;

( 4) Non-negotiable certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Fiscal Agent) issued by a state or national bank (including the Fiscal Agent or any of its affiliates) that have maturities of not more than 365 days or deposit accounts with a state or national bank and that are fully insured by the Federal Deposit Insurance Corporation or the short term obligations of which state or national bank are rated no lower that "AI" by Moody's and "A+" by S&P;

(5) Any repurchase or reverse repurchase agreement of any secuntles enumerated in subdivisions (1) and (2) with any state or national bank (including the Fiscal Agent or any of its affiliates) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is either (A) with any institution which has debt rated no lower than "AI" by Moody's and "A+" by S&P or whose commercial paper is rated no lower than "P-1" by Moody's and no lower than "A-1" by S&P; (B) with any corporation or other entity that falls under the jurisdiction of the Federal Bankruptcy Code; provided, that (a) the term of such repurchase or reverse repurchase agreement is less than one (1) year or due on demand; (b) the Fiscal Agent or a third party acting solely as agent for the Fiscal Agent has possession of the collateral; (c) the market value of the collateral (as determined at least once in every 14 days by the City or the agreement provider) exceeds the principal amount of the repurchase agreement plus accrued interest and the market value of the collateral is maintained at levels acceptable to Moody's and to S&P; (d) failure to maintain the requisite collateral levels will require the Fiscal Agent to, or direct its third party agent to, liquidate the collateral immediately; and (e) the repurchase or reverse repurchase agreement securities are free and clear of any third-party lien or claim; or (C) with financial institutions insured by the Federal Deposit Insurance Corporation or any broker-dealer with "retail customers" which falls under the jurisdiction of the Securities Investors Protection Corporation; provided, that: (a) the market value of the collateral (as determined at least once in every 14 days by the City or the agreement provider) exceeds the principal amount of the repurchase or reverse repurchase agreement plus accrued interest and the market value of the collateral is maintained at levels acceptable to Moody's and to S&P; (b) the Fiscal Agent or a third party acting solely as agent for the Fiscal Agent has possession of the collateral; (c) the Fiscal Agent has a perfected first priority security interest in the collateral; (d) the collateral is free and clear of third-party liens and in the case of a Securities Investors Protection Corporation broker was not acquired pursuant to a repurchase agreement or reverse repurchase agreement;

8

and (e) failure to maintain the requisite collateral percentage will require the Fiscal Agent to, or direct its third party agent to, liquidate the collateral immediately;

( 6) Certificates, notes, warrants, bonds or other evidence of indebtedness of the State or any local agencies therein which are rated in the highest short-term rating category or within one of the three highest long-term rating categories by Moody's and by S&P (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date);

(7) Bank deposit products, demand or time deposits (including certificates of deposit), trust funds, trust accounts, interest bearing deposits, overnight bank deposits, interest bearing money market accounts or bankers' acceptances in a nationally or state-chartered bank, including the Fiscal Agent or any affiliate thereof, fully insured by the Federal Deposit Insurance Corporation or collateralized by Investment Securities described in clause (1);

(8) Investments in units of a money-market fund portfolio that is rated in the highest letter and numerical rating category by Moody's and by S&P (including funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory, custodial, transfer agency or other management services, and for which such entities receive and retain a fee for services provided to the fund) and that is composed of obligations guaranteed by the full faith and credit of the United States of America or repurchase agreements collateralized by such obligations;

(9) A guaranteed investment contract with a financial institution or insurance company (or guaranteed by a financial institution or insurance company) which has at the date of execution thereof an outstanding issue of unsecured, uninsured and unguaranteed debt obligations or a claims paying ability rated within the two highest Rating Categories of any Rating Agency; and

(1 0) The Local Agency Investment Fund or similar pooled fund operated by or on behalf of the State and which is authorized to accept investments by or on behalf of the City of the moneys held by the Fiscal Agent in any of the accounts or funds established pursuant hereto to the extent deposits and withdrawals may be made by the Fiscal Agent directly.

"Prior Asse~sment District" means the City of Morgan Hill Assessment District No. 2000-1 (Madrone Business Park).

"Prior Reassessments" means the reassessments levied in 2005 upon the parcels in the Prior Assessment District having unpaid assessments.

"2015-16 Prior Reassessment Installments" means the installments of principal, interest and administrative expenses posted to the 2015-16 secured property tax roll of the County on account of unpaid Prior Reassessments.

"Reassessment" or "Reassessments" means the reassessments levied by the City Council of the City on October 21, 2015, in the respective amounts on the respective parcels as set fmih in the Reassessment Report.

9

"2015 Reassessment District" means the City's Reassessment District No. 2015-2 (Madrone Business Park).

"Reassessment Installments" means the annual installments representing unpaid principal, accrued interest and the authorized and allocable portion of Administrative Expenses, placed on the property tax bill of each parcel within the 2015 Reassessment District having an unpaid Reassessment.

"Reassessment Prepayments" means moneys received by the City from or on behalf of a property owner to prepay all or a prescribed portion of an Unpaid Reassessment which has been levied on a parcel owned by the property owner.

"Reassessment Revenue Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the City.

"Reassessment Revenues" means any and all monies received by the City on account of Unpaid Reassessments, including (a) proceeds of the Reassessment Installments, whether as received from the County as collected on the secured property tax roll of the County, or as received in connection with reinstatement of delinquent Reassessment Installments or in connection with a foreclosure sale resulting from the foreclosure of a parcel having delinquent Reassessment Installments, and (b) proceeds of Reassessment Prepayments.

"Reassessment Report" means the reassessment report approved by the City Council on October 21, 2015, acopy of which is recorded in the office of the Director of Public Works, serving Ex-Officio as the Superintendent of Streets of the City.

"Rebate Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the Fiscal Agent.

"Rebate Requirement" has the meaning ascribed to it in the Tax Certificate.

"Record Date" means the fifteenth day of the month preceding each Interest Payment Date, whether or not such day is a Business Day.

"Redemption Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the Fiscal Agent.

"Refunding Escrow Agreement" means the applicable Refunding Escrow Agreement, dated as of October 21, 2021, by and between the City and the Escrow Agent, and providing for the redemption on March 2, 2016, of the applicable series of the Remaining Authority Bonds.

"Refunding Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the Fiscal Agent.

"2015 Refunding Program" means the program of the City to provide for the refunding of the Remaining Authority Bonds through the establishment of the 2015

10

Reassessment District, the levy of the Reassessments, and the issuance, sale and delivery of the Bonds.

"Remaining Authority Bonds" means that portion ofthe 2005 Authority Bonds which are redeemed pursuant to the applicable Refunding Escrow Agreement, as more fully described in the Refunding Escrow Agreement to exclude the principal amount of the Authority Bonds which are being redeemed as provided by the 2005 Indenture on September 2, 2016.

"Representation Letter" means the letter(s), if any, from the City and the Fiscal Agent, to, or other instrument or agreement among the City and the Fiscal Agent with, the then current Bond Depository for the Bonds, if any, in which the City and the Fiscal Agent, among other things, make certain representations to, and agreements with, such Bond Depository with respect to the Bonds, the purchase and payment thereof, and delivery of notices with respect thereto.

"Reserve Fund" means the fund by that name established pursuant to Section 5.01 and maintained by the Fiscal Agent.

"Reserve Requirement" means, as of any date of calculation, an amount equal to thirty-five percent (35%) of Maximum Annual Debt Service, as measured separately for the Series 2015A Bonds and the Series 2015B Bonds, subject to adjustmentas provided in this Agreement, as determined by the City and specified in writing from time to time to the Fiscal Agent.

"Resolution oflntention" means Resolution No. 15-245, adopted by the Council on October 21,2015, stating the City's intention to establish the 2015 Reassessment District, levy the Reassessments, and implement the 2015 Refunding Program.

"Resolution of Issuance" means Resolution No. 15-251, passed and adopted by the Council on October 21, 2015, and which, among other things, authorized issuance and awarded sale of the Bonds, approved the form and authorized the execution ofthis Agreement and the Refunding Escrow Agreement, and approved the forms and authorized the execution of related documents with respect to the issuance, sale and delivery of the Bonds and implementation of the 2015 Refunding Program.

"Serial Bonds" means Bonds structured to provide that a prescribed principal amount of the Bonds shall mature and become payable each September 2 to and including September 2, 2023.

"State" means the State of California.

"Supplemental Fiscal Agent Agreement" or "Supplement" means any supplemental agreement amending or supplementing this Agreement.

"Taxable Bonds" means Bonds the interest on which is includable in gross income for federal income tax purposes pursuant to Section I 03(a) of the Code, it being understood that the Series 20 15B Bonds are being issued as Taxable Bonds.

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"Taxable Rate" means an interest rate per annum equal to 3.46%.

"Tax Certificate" means the Certificate delivered upon the issuance ofthe Series 20 15A Bonds relating to Section 148 of the Code, or any functionally similar replacement Certificate.

"Tax-Exempt" means, with reference to a Permitted Investment, a Permitted Investment the interest earnings on which are excludable from gross income for federal income tax purposes pursuant to Section 1 03( a) of the Code, other than one described in Section 57(a)(5)(C) ofthe Code.

"Term Bonds" means Bonds maturing in their entirety on a specified September 2, but with prescribed portions of the principal amount thereof subject to mandatory redemption, without premium, each September 2 for a prescribed number of years concluding with the September 2 specified as their maturity date. ·

"Treasurer" means the person who is the duly elected and acting City Treasurer

"Trustee" means The Bank ofNew York Mellon Trust Company, N.A., as trustee under the 2005 Indenture.

"Unpaid Reassessments" means the Reassessments remaining unpaid from time to time.

"Yield" with respect to the Bonds, has the meaning ascribed to such term in the Tax Certificate.

Section 1.02. Interpretation.

(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural, and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

Section 1.03. Egualitv of Bonds; Pledge of Assessments; No Obligation to Cure Deficiency. Pursuant to the 1984 Act and this Agreement, the Bonds are secured on a parity basis by the Unpaid Reassessments, shall be equally payable from the Unpaid Reassessments without priority for number, series designation, issue date, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any premiums upon the redemption thereof shall be exclusively paid from the Unpaid Reassessments and moneys on deposit in the Redemption Fund, including the Prepayment Account within the Redemption Fund, and the Reserve Fund which are hereby set aside for the payment ofthe Bonds. The Unpaid Reassessments and any interest earned on the funds

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established herein shall constitute a trust fund held for the benefit of the Owners of the Bonds to be applied to the payment of the interest and redemption premium, if any, on and principal of the Bonds and so long as any of the Bonds remain Outstanding and shall not be used for any other purpose, except as permitted by the 1984 Act, this Agreement or any Supplemental Fiscal Agent Agreement.

Nothing in this Agreement or any Supplemental Fiscal Agent Agreement shall preclude the redemption prior to maturity of any Bonds subject to call and redemption and payment of said Bonds from proceeds of limited obligation refunding bonds issued under the 1984 Act or under any other law of the State.

AS PROVIDED BY SECTION 8769 OF THE 1915 ACT, THE COUNCIL HAS DETERMINED AND DECLARED IN THE RESOLUTION OF INTENTION THAT THE CITY WILL NOT OBLIGATE ITSELF TO ADVANCE AVAILABLE FUNDS FROM THE TREASURY OF THE CITY TO CURE ANY DEFICIENCY WHICH MAY OCCUR IN THE REDEMPTION FUND. THIS DETERMINATION, HOWEVER, SHALL NOT PREVENT THE CITY, IN ITS SOLE DISCRETION, FROM SO ADVANCING SUCH FUNDS.

ARTICLE II

AUTHORIZATION AND ISSUANCE OF BONDS

Section 2.01. Unpaid Reassessments. The City has determined that the Unpaid Reassessments are as shown in the Reassessment Report in the aggregate amount of not to exceed $5,645,000, subject to reduction in the event that the final aggregate principal amount of the Bonds is less than $5,645,000. No provision has been or will be made for prepayment of any of the Reassessments prior to issuance of the Bonds. For a particular description of the parcels of land upon which the Reassessments have been levied, all of which remain unpaid, reference is hereby made to the Reassessment Report as recorded in the office of the Director of Public Works and on file in the office of the City Clerk.

Section 2.02. Type and Nature of Bonds; Limited Liability. The Bonds are and shall be a special and limited obligation of the City, and the City shall not under any circumstances (including, without limitation, after any installment of principal or interest of any Reassessment levied on any lot or parcel in the 2015 Reassessment District becomes delinquent or after the City acquires title to any such lot or parcel whether through foreclosure or otherwise) be obligated to pay principal, premium, if any, or interest on the Bonds (including replenishment of the Reserve Fund pursuant to Section 5.06 hereof) from any source whatsoever other than the Reassessment Fund or the Redemption Fund (including any transfers thereto from the Reserve Fund). Neither the City, the Council, the officers or employees of the City, any person or entity acting for or on behalf of the City in connection with the issuance of the Bonds or in connection with the formulation or operation of the 2015 Reassessment District, nor any persons executing the Bonds, shall be liable personally on the Bonds or be subject to any personal liability for the Bonds or any personal liability or accountability whatsoever by reason of or in connection with

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the issuance of the Bonds or by reason of any act or acts or the failure or omission to take any act or acts (including, without limitation, a negligent act or omission) in connection with or related to the formulation or operation of the 2015 Reassessment District.

Section 2.03. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken by the City for the original financing or refinancing of the project, or by any contracts made by the City in connection therewith, and the recital contained in the Bonds that the same are issued pursuant to the 1984 Act shall be conclusive evidence of their validity and of the regularity of their issuance.

Section 2.04. Authorization and Purpose of Bonds. The Bonds, issued in two separate series, namely Series 20 15A in the aggregate principal amount of not to exceed $5,044,000, with the final principal amount to be determined prior to the issuance and delivery thereof to the Bank, and designated as the "City of Morgan Hill, Reassessment District No 2015-2 (Madrone Business Park), Limited Obligation Reassessment Refunding Bonds, Series 2015A," and Series 20 15B in the aggregate principal amount of $601,000 and designated as the "City of Morgan Hill, Reassessment District No 2015-2 (Madrone Business Park), Limited Obligation Reassessment Refunding Bonds, Series 2015B," shall be issued by the City under and pursuant to the 1984Act and under and pursuant hereto. The Bonds and each series thereof may contain or have endorsed thereon such other descriptive provisions, specifications and words not inconsistent with the provisions hereof as may be desirable or necessary to comply with custom or the rules of any securities exchange or commission or brokerage board or otherwise as may be determined by the City prior to the delivery thereof. The Series 20 15B Bond shall be issued as Taxable Bonds.

The purpose for which the Bonds are to be issued is to provide funds in an amount which is sufficient, when combined with other funds held by the Trustee in support of the 2005 Authority Bonds, to redeem the Remaining Authority Bonds on March 2, 2016, to fund the Reserve Fund for the Bonds and to pay the costs of issuance for the Bonds and related costs and expenses of the 2015 Refunding Program, as more pmiicularly described in the Reassessment Repmi.

ARTICLE III

TERMS AND PROVISIONS OF BONDS

Section 3.01. Authorization of the Bonds. The City has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by the 1984 Act, and the City is now authorized, pursuant to each and every requirement of the 1984 Act and hereof, to issue the Bonds upon the security of the Unpaid Reassessments in the form and manner provided herein, which Bonds shall be entitled to the benefit, protection and security of the provisions hereof.

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Section 3.02. Terms of Bonds.

(a) The interest on and principal of and redemption premiums, if any, on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Fiscal Agent. So long as the Bank is the owner of either series of the Bonds, the Fiscal Agent shall pay the principal of and interest and redemption premiums, if any, on the applicable series of the Bonds to the Bank by wire transfer to an account within the United States in accordance with wire instructions provided to the Fiscal Agent by the Bank.

(b) Each series of the Bonds shall be issued to the Bank, as the initial purchaser of that series of the Bonds, in the form of a single, fully-registered Term Bond in substantially the form attached hereto as Exhibit B. The Bonds shall be registered initially in the name of the Bank, shall not be delivered in book-entry form, shall not be rated and shall not have a CUSIP number assigned to them.

(c) The Series 20 15A Bonds shall be dated their date of delivery and shall bear interest at a rate not to exceed three and forty-eight one-hundredths percent (3.480%) per annum, payable semi-annually on March 2 and September 2, and the principal amount of Series 20 15A Bonds shall be subject to annual partial mandatory redemption, without premium, each September 2 in accordance with the provisions of subsection (c) of Section 4. 01 below; provided that the final interest rate shall be subject to the approval of the City Manager.

(d) The Series 20 15B Bonds shall be dated their date of delivery, shall bear interest at the rate of three and eighty-eight one-hundredths percent (3.880%), payable semi­annually on March 2 and September 2 annually and, if issued initially as Serial Bonds, shall mature on September 2, and the principal amount of Series 20 15B Bonds shall be subject to annual partial mandatory redemption, without premium, each September 2 in accordance with the provisions of subsection (c) of Section 4.01 below.

(e) Each Bond shall bear interest from the Interest Payment Date next preceding its date of authentication and registration, unless (i) its date of authentication is an Interest Payment Date, in which event the Bond shall bear interest from its authentication date, (ii) its date of authentication is after a Record Date and is before the immediately succeeding Interest Payment Date, in which event the Bond shall bear interest from the Interest Payment Date immediately succeeding the date of its authentication or (iii) its date of authentication is before the close of business on the first Record Date, in which event the Bond shall bear interest from its dated date; provided, that if at the time of authentication of any Bond interest is then in default on the Outstanding Bonds, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment or if no interest has been paid or made available for payment from its dated date. Interest on each Bond shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months.

(f) Payment ofthe principal of and the interest and redemption premiums, if any, on the Bonds due on or before the maturity or prior redemption thereof shall be made only to the person whose name appears in the Bond Register as the registered owner thereof at the close of business on a Record Date, such interest to be paid by check mailed by first class mail, postage

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prepaid, on the Interest Payment Date to such registered owner at his address as it appears on such Bond Register; provided that, in the case of the Bank or a successor Owner of one million dollars ($1 ,000,000) or more in aggregate principal amount of Bonds, upon written request of such Owner to the Fiscal Agent, in form satisfactory to the Fiscal Agent, received not later than the Record Date, such principal shall be paid on the applicable September 2, and the interest shall be paid on the applicable Interest Payment Date in immediately available funds by wire transfer to an account in the United States. Payment of the principal of and redemption premiums, if any, on the Bonds shall be made only to the person whose name appears in the Bond Register required to be kept by the Fiscal Agent pursuant to Section 3.06 as the registered owner thereof; provided that payment in full of the principal amount of all Bonds then Outstanding, together with redemption premiums, if any, shall be made only on the surrender of the Bonds at the Corporate Trust Office of the Fiscal Agent at maturity or on redemption, whether optional redemption or mandatory redemption, prior to maturity.

(g) The Bonds shall recite in substance that the principal of and the interest and redemption premiums, if any, on the Bonds are payable solely from the levy of the Reassessment Installments and proceeds of prepayment of any Unpaid Reassessments, and that the Bonds are limited obligations of the City and that the City will not obligate itself to advance available funds from its treasury to cure any deficiency in the Redemption Fund; provided that, in the event that, with respect to that principal amount of the Bonds scheduled for annual mandatory partial redemption on September 2, 2016, the principal amount payable on September 2, 2016, and the interest payable on such Bonds on March 2 and September 2, 2016, shall be paid from proceeds of the 2015-16 Prior Reassessment Installments.

(h) From and after the issuance of the Bonds, the findings and determinations ofthe Council shall be conclusive evidence ofthe existence ofthe facts so found and determined in any action or proceeding in any court in which the validity of such Bonds is at issue, and no bona fide purchaser of any of such Bonds shall be required to independently establish the existence of any fact or the performance of any condition or the taking of any proceeding required prior to such issuance or the application of the purchase price paid for such Bonds. The recital contained in the Bonds that the Bonds are issued under and pursuant to the 1984 Act and under and pursuant hereto shall be conclusive evidence of their validity and of the regularity of their issuance and all Bonds shall be incontestable from and after their issuance. Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeable therefor) have been delivered to the purchaser thereof and the purchase price thereof received.

(i) Upon the occurrence of an Event of Taxability with respect to the Series 20 15A Bonds, the unpaid principal balance of the 20 15A Bonds shall, if elected by the Bank, bear interest at a rate per annum equal to the Taxable Rate, such rate if elected to be calculated by the Bank and provided to the Fiscal Agent and the City.

Section 3.03. Execution and Authentication. The Bonds shall be signed on behalf of the City by the manual or facsimile signatures of the Treasurer and the City Clerk, in their capacity as officers of the City, and the seal of the City (or a facsimile thereof) shall be impressed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the

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officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed have been authenticated and delivered by the Fiscal Agent (including new Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds shall nevertheless be valid and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office.

Only such Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit B hereto shall be entitled to any right or benefit under this Agreement, and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been manually executed by the Fiscal Agent.

Section 3.04. Registration, Exchange or Transfer.

(a) Subject to the limitations on transfer of ownership of Bonds pursuant to the provisions of subsection (b) ofthis Section 3.04, the registration of any Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation at the Corporate Trust Office of the Fiscal Agent, accompanied by delivery of a written instrument of transfer in a form acceptable to the Fiscal Agent and duly executed by the Bondowner or his or her duly authorized attorney.

Bonds may be exchanged at the Corporate Trust Office of the Fiscal Agent for a Bonds of a like aggregate principal amount and tenor. The Fiscal Agent will not charge the Owner for any new Bond issued upon any exchange or transfer, but shall require the Owner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Whenever any Bond or Bonds shall be surrendered for registration of transfer or exchange, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond or Bonds of the same series and maturity for a like aggregate principal amount; provided, that the Fiscal Agent shall not be required to register transfers or make exchanges of Bonds (i) during the fifteen (15) day period preceding the selection of Bonds for redemption, or (ii) selected for redemption.

(b) Notwithstanding the provisions ofthe foregoing subsection (a) of this Section 3.04, any transfer of the registration of ownership of Bonds on the Bond Register from the Bank to a purchaser thereof shall be limited to Bonds in Authorized Denominations and to a purchaser which delivers to the Fiscal Agent and the City an executed letter of representations substantially in the form of Exhibit C.

Section 3.05. Book-Entry Bonds.

(a) The Bonds shall be initially issued and registered in definitive form in the name of the Bank. Thereafter, the Bank or any successor Bondowner may request that the registered ownership of the Bonds be changed to "Cede & Co.," as nominee of The Depository Trust Company, New York, New York. In that event, new Bonds shall be prepared as Serial Bonds with one Bond for each of the maturities in the principal amounts provided in Section

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3.02, and the remaining provisions of this Section 3.05 shall thereafter apply for so long as Cede & Co. remains the registered Bondowner. The Depository Trust Company, New York, New York, shall then appointed the depository for the Bonds, and thereafter registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except:

(i) To any successor of Cede & Co., as nominee ofThe Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section (a "substitute depository"); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it;

(ii) To any substitute depository not objected to by the Fiscal Agent, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the City to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or

(iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the City to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository.

(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the Outstanding Bonds by the Fiscal Agent, together with a Written Request of the City to the Fiscal Agent, a new Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Bonds then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Written Request of the City. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the Outstanding Bonds by the Fiscal Agent, together with a Written Request of the City to the Fiscal Agent, new Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Fiscal Agent and registered in the names of such persons as are requested in such Written Request of the City, subject to the limitations of Section 3.02, and thereafter, Bonds shall be transferred pursuant to Section 3.04; provided, that the Fiscal Agent shall not be required to deliver such new Bonds on a date prior to sixty (60) days after receipt of such Written Request of the City.

(c) The City and the Fiscal Agent shall be entitled to treat the person in whose name any Bond is registered as the owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by the City or the Fiscal Agent; and neither the City nor the Fiscal Agent shall have any responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds; and neither the City nor the Fiscal Agent shall have any responsibility or obligation, legal or

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otherwise, to The Depository Trust Company or its successor (or any substitute depository or its successor), except to the extent that The Depository Trust Company or its successor (or any substitute depository or its successor) is an Owner of any Bonds.

(d) So long as the Outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, the City and the Fiscal Agent shall cooperate with Cede & Co., as sole Owner, or its registered assigns, in effecting payment of the interest on and principal of and redemption premiums, if any, on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.

Section 3.06. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Corporate Trust Office sufficient books for the registration and transfer of the Bonds which shall at all times during regular business hours upon reasonable prior notice be open to inspection by the City, and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be transferred on said Bond Register, Bonds as herein provided.

The City and the Fiscal Agent may treat the Owner of any Bond whose name appears on the Bond Register as the absolute Owner of such Bond for any and all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Owner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Fiscal Agent of any change in the Owner's address so that the Bond Register may be revised accordingly.

Section 3.07. Mutilated, Lost, Destroyed or Stolen Bonds. If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor, date, maturity and principal amount in Authorized Denominations in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be handled in accordance with Section 11.01 of this Agreement. If any Bond shall be mutilated, lost, destroyed or stolen, evidence of such mutilation, loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence is satisfactory to the Fiscal Agent and, if indemnity satisfactory to the Fiscal Agent shall be given, the City, at the expense of the Bondowner, shall execute and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and maturity, numbered and dated as such Fiscal Agent shall determine in lieu of and in substitution for the Bond so mutilated, lost, destroyed or stolen. Any Bond issued in lieu of any Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds issued hereunder. The Fiscal Agent shall not treat both the original Bond and any replacement Bond as being Outstanding Bonds for the purpose of determining the principal amount of Bonds which may be executed, authenticated and delivered or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond to replace a Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Fiscal Agent may make payment with respect to such Bond upon receipt of indemnity satisfactory to the Fiscal Agent.

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Section 3.08. Form of the Bonds. The definitive Bonds shall be printed, lithographed or typewritten and shall be in substantially the form as set forth in Exhibit B, attached hereto, the terms of which are incorporated herein by this reference, with necessary or appropriate variations as may be approved by the City Manager and Bond Counsel.

Section 3.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds shall be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, shall be issued in fully registered form and shall contain such reference to any of the provisions hereof as may be appropriate. Each temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered in exchange therefor at the office of the Fiscal Agent, or such other place as designated by the Fiscal Agent, and the Fiscal Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized Denominations of the same maturity date or dates, and until so exchanged, the temporary Bonds shall be entitled to the same benefits as definitive Bonds issued hereunder.

Section 3.1 0. Application of Proceeds of the Sale of the Bonds. On the Closing Date for the Series 20 15A Bonds, the City will cause the Bank to pay to the Fiscal Agent an amount equal to the purchase price of the Series 20 15A Bonds which shall not exceed 5,045,000, and on the Closing Date for the Series 2015B Bonds, the City shall cause the Bank to pay to the Fiscal Agent the amount of $601,000, being the purchaser price of the Series 20 15B Bonds. The Fiscal Agent shall then set aside and deposit said amounts into the following funds and accounts, each established pursuant to Section 5.01 of this Agreement, in the following order:

(a) As to Series 2015A:

(i) First, into the Reserve Fund, an amount equal to 35% of Maximum Annual Debt Service on the Series 20 15A Bonds:

(ii) Next, into the Costs oflssuance Fund, an amount to be determined for payment of Costs of Issuance; and

(iii) Next, the remainder of the Series 2015A Bond proceeds to the Escrow Agent for deposit into the Series 2005A Refunding Escrow to be established and maintained pursuant to the Refunding Escrow Agreement, and together with other funds to be deposited into said refunding escrow, to be applied to the redemption of the Remaining Prior Bonds of Series 2005A on March 2, 2016.

(b) AstoSeries2015B:

(i) First, into the Reserve Fund, the amount of$30,457.28;

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(ii) Next, into the Costs oflssuance Fund, the sum of$16,737.89 for payment of Costs of Issuance; and

(iii) Next, the remainder of the Series 2015B Bond proceeds in the amount of $553,804.83 to the Escrow Agent for deposit into the Series 2005B Refunding Escrow to be established and maintained pursuant to the Refunding Escrow Agreement, and together with other funds to be deposited into said refunding escrow, to be applied to the redemption of the Remaining Prior Bonds of Series 2005B on March 2, 2016.

ARTICLE IV

REDEMPTION OF BONDS

Section 4.01. Privilege of Redemption of Bonds. Any Bonds subject to redemption prior to maturity pursuant hereto shall be redeemable as provided in this article, and upon such other terms (in addition to and consistent with the terms contained in this article) as may be specified herein; provided that redemption of Bonds under subsections (a) and (b) of this Section 4.01 other than from the application of refunding bond proceeds shall be made only from and to the extent of funds on deposit with the Fiscal Agent and available for such purpose on the date such notice is given.

(a) Extraordinary Redemption from Reassessment Prepayments. The Bonds are subject to extraordinary redemption on any Interest Payment Date prior to their respective stated maturities, in whole or in part (by lot within each stated maturity and, in the case of Term Bonds, within each scheduled mandatory redemption date) in integral multiples of $1,000, on any Interest Payment Date, upon at least forty-five (45) days' written notice from the City to the Fiscal Agent and upon at least thirty (30) days' written notice to the Bondowner, from Reassessment Prepayments by or on behalf of property owners, at a redemption price equal to the principal amount to be redeemed, without premium, together with accrued interest to the redemption date.

(b) Optional Redemption. The Bonds are subject to optional redemption prior to their respective stated maturities, at the option of the City, as a whole or in pmi in integral multiples of $1,000, on any Interest Payment Date, upon at least forty-five ( 45) days' written notice from the City to the Fiscal Agent and upon at least thirty (30) days' written notice to the Bondowner, from any moneys deposited in the Redemption Fund by the City from any source of funds legally available for such purpose, at the redemption prices set forth in the following table (expressed as percentages of the principal amount of Bonds called for redemption), together with accrued but unpaid interest thereon to the redemption date:

Redemption Date Redemption Price

March 2, 2016 through March 2, 2021 103%

September 2, 2021 and Thereafter 100%

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(c) Mandatory Partial Redemption of Term Bonds. The Bonds, being initially issued as a single Term Bond representing each of the two series of Bonds, are subject to annual mandatory partial redemption on each September 2, beginning on September 2, 2016, in accordance with the following schedules:

(i) For the Series 2015A Bonds, not later than 15 days prior to the Closing Date, a schedule of annual mandatory redemption amount shall be established such that the proportions of each annual redemption amount to the total principal amount of the Series 20 15A Bonds shall be, as nearly as practicable, the same as the proportions of each annual redemption amount to the total principal amount of the Series 20 15B Bonds set forth in subsection ( c )(ii) immediately below, with the total of such annual redemption amounts to equal the principal amount ofthe Series 2015A Bonds.

(ii) For the Series 2015B Bonds:

Redemption Date (September 2)

2016 2017 2018 2019 2020 2021 2022 2023 2024

2025 (maturity)

Principal Amount To Be Redeemed

$27,000 58,000 67,000 65,000 68,000 70,000 67,000 69,000 71,000 39,000

Section 4.02. Selection of Bonds for Redemption. Ifless than all of the Outstanding Bonds are to be redeemed pursuant the provisions of 4.01(a), pertaining to extraordinary redemption, or the provisions of Section 4.01 (b), pertaining to optional redemption, the City shall designate in a written direction to the Fiscal Agent the aggregate principal amount of Bonds of each series and maturity or, in the case of Term Bonds, the principal amount of each scheduled mandatory redemption, to be redeemed, and the Fiscal Agent shall select the Bonds of each series and maturity, or in the case of Term Bonds, the principal amount of each scheduled mandatory redemption, to be redeemed by lot; provided that, to the extent possible, the principal amount of Bonds to be redeemed shall be allocated pro-rata to the two series of the Bonds, based upon the principal amount of each series then Outstanding. To the extent that the moneys being utilized for such redemption are derived from prepayments of Assessments by property owners, the City shall determine the aggregate principal amount of Bonds of each series and maturity, or in the case of Term Bonds, the principal amount of each scheduled mandatory redemption, to be redeemed on a pro-rata basis in accordance with the

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provisions of Section 87 68 of the Act, unless otherwise designated in writing. The Fiscal Agent shall promptly notify the City in writing of the series and numbers of the Bonds, or portions thereof, selected for redemption.

Following the redemption of less than all of the Outstanding Bonds pursuant to either extraordinary redemption or optional redemption, the schedules of annual mandatory partial redemption of the Bonds shall be revised such that the proportionality of the respective annual amounts to one another shall be preserved as nearly as practicable.

In lieu, or partially in lieu, of such call and redemption, moneys deposited in the Prepayment Account of the Redemption Fund may be used by the Fiscal Agent as directed In writing by the City to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the City prior to the selection of Bonds for redemption by the Fiscal Agent, at public or private sale as and when and at such prices as the City may in its discretion determine, but only at prices (including brokerage or other expenses) of not more than par plus accrued interest, and any accrued interest payable upon the purchase of Bonds may be paid from the amount in the Redemption Fund for payment of interest on the next following Interest Payment Date.

Section 4.03. Notice of Redemption. When Bonds are to be called for redemption under Section 4.01 and the Fiscal Agent has received the required notice from the City, the Fiscal Agent shall give notice, in the name of the City, of the redemption of such Bonds. Such notice of redemption shall (i) specify the serial numbers and the maturity date or dates of the Bonds selected for redemption, except that where all the Bonds are subject to redemption, or all the Bonds of one maturity, are to be redeemed, the serial numbers thereof need not be specified; (ii) state the date fixed for redemption and for surrender of the Bonds to be redeemed; (iii) state the redemption price; (iv) state the place or places where the Bonds are to be surrendered for redemption; and (v) in the case of Bonds to be redeemed only in part, state the portion of such Bonds which is to be redeemed. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least thirty (30) days but no more than forty-five ( 45) days prior to the redemption date, the Fiscal Agent shall mail a copy of such notice, by first class mail, postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register. The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent thereto, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds, or the cessation of interest on the redemption date. A certificate by the Fiscal Agent that notice of such redemption has been given as herein provided shall be conclusive as against all parties.

(a) On the date on which the notice ofredemption is mailed by the Fiscal Agent to the Owners of the Bonds pursuant to the provisions above, such notice of redemption

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shall be given by (i) first-class mail, postage prepaid, (ii) confirmed facsimile transmission, or (iii) overnight delivery service, to:

For Bonds Registered to the Bank:

Umpqua Bank 2998 Douglas Boulevard, Suite 1 00 Roseville, CA 95661 Facsimile transmission (53)270-2962 Phone 1(916)774-3931

For Book Entry Bonds:

The Depository Trust Company 711 Stewart A venue Garden City, New York 11530 Facsimile transmission: (516) 227-4164

(516) 227-4190 Phone: (516) 227-4000

The Fiscal Agent shall provide notice of redemption in accordance with the foregoing; provided that neither the failure to take such actions nor any defect in the action taken shall affect the validity of the proceedings for such redemption.

Section 4.04. Partial Redemption of Bonds. Upon sunender of any Bond to be redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds of Authorized Denominations equal in aggregate principal amount to the unredeemed portion of the same interest rate and the same series and maturity.

Section 4.05. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.03, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption:

(a) the Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in this Agreement, anything in this Agreement or in the Bonds to the contrary notwithstanding;

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(b) upon presentation and surrender thereof at the Corporate Trust Office of the Fiscal Agent, the redemption price of such Bonds shall be paid to the Owner thereof;

(c) from and after the redemption date the Bonds or portions thereof so designated for redemption shall be deemed to be no longer outstanding and such Bonds or portions thereof shall cease to bear further interest; and

(d) from and after the date fixed for redemption no Owner of any ofthe Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Agreement, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available.

ARTICLE V

CREATION OF FUNDS AND ACCOUNTS APPLICATION OF PROCEEDS AND ASSESSMENTS

Section 5.01. Funds and Accounts. In connection with the Bonds issued hereunder, there are hereby created and established, by the City and the Fiscal Agent, respectively, the following funds and accounts.

(a) First, the City agrees and covenants to create, establish and maintain, so long as any Bonds are Outstanding, the Madrone Business Park 2015 Reassessment District Administrative Expense Fund (the "Administrative Expense Fund") and the Madrone Business Park 2015 Reassessment District Reassessment Revenue Fund (the "Reassessment Revenue Fund"); and

(b) Second, the Fiscal Agent agrees and covenants to create, establish and maintain, so long as any Bonds are Outstanding, the following funds and accounts:

( 1) The Madrone Business Park 2015 Reassessment District Redemption Fund (the "Redemption Fund"), within which there shall be established and created a Principal Account, and Interest Account and a Prepayment Account;

(2) The Madrone Business Park 2015 Reassessment District Costs of Issuance Fund (the "Costs of Issuance Fund");

(3) The Madrone Business Park 2015 Reassessment District Reserve Fund (the "Reserve Fund"); and

( 5) The Madrone Business Park 2015 Reassessment District Rebate Fund (the "Rebate Fund").

All moneys in said funds and accounts shall be held by the City or Fiscal Agent and shall be accounted for separately and apart from all other accounts, funds, moneys or other resources and shall be allocated, applied and disbursed solely to the uses and purposes set forth in this Article.

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Section 5.02. [Reserved].

Section 5.03. Reassessment Revenue Fund. As soon as practicable following receipt of any Reassessment Revenues and as soon as each date on which the City receives money from the County constituting the City's apportionment of tax revenues (any such apportionment being hereinafter referred to as an "Apportionment"), which shall be on or about January 1 and May 1 of each year (including Reassessment Installments and moneys collected representing Administrative Expenses), the City shall deposit a portion of such Apportionment in the Administrative Expense Fund, as provided by Section 5.04 hereof, and shall deposit the remainder of such Apportionment and any other amounts constituting Reassessment Revenues (including the proceeds of Reassessment Prepayments) in the Reassessment Revenue Fund.

As soon as practicable following receipt of any Reassessment Prepayment, the City shall deposit such portion, if any, of such Reassessment Prepayment constituting Administrative Expense in the Administrative Expense Fund and shall deposit the remainder of such Reassessment Prepayment in the Reassessment Revenue Fund.

On or prior to the first day of February and August of each year, from the moneys on deposit in the Reassessment Revenue Fund, the City shall transfer to the Fiscal Agent for deposit into the Interest Account or the Principal Account within the Redemption Fund, as the case may be, moneys on deposit in the Reassessment Revenue Fund in the amounts and in the following order of priority:

(a) an amount sufficient to make the Interest Payment on the next succeeding Interest Payment Date for the Bonds; and

(b) with respect to February 1 of each year, an amount up to one-half of the principal payment due on the Bonds on the following September 2, and with respect to August 1 of each year, an amount which, when combined with the amount deposit in the Principal Account shall equal the principal payment due on the Bonds on the following September 2.

As soon as practicable following the deposit of proceeds of a Reassessment Prepayment in the Reassessment Revenue Fund, the City shall transfer to the Fiscal Agent the full amount of such proceeds for deposit in the Prepayment Account to be applied to the extraordinary redemption of Bonds in accordance with Sections 4.01 (a) and 5.05(c).

On August 5 of each Bond Year or as soon thereafter as practicable, any moneys remaining in the Reassessment Revenue Fund after the transfers to the Interest Account, the Principal Account and the Prepayment Account, as described above for such Bond Year, have been made, shall be disbursed or retained by the City as follows: ( 1) first, in the event that the balance on deposit in the Reserve Fund is less than the Reserve Requirement, the City shall transfer to the Fiscal Agent for deposit to the Reserve Fund such amount as is necessary to restore the balance therein to the Reserve Requirement, and (2) second, as to any remaining

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balance, the City shall retain said balance in the Reassessment Revenue Fund and shall apply said balance as a credit upon Reassessment Installments .

If the amount of the Apportionment received from the County is less than the amount ofthe Reassessment Installments levied, the City shall determine the amount of the delinquency and shall provide the Fiscal Agent with a calculation setting forth the amounts for purposes of drawing upon the Reserve Fund as provided in Section 5.06(b), including the respective amounts of such draws. In the event there is a delinquency in the payment of any Reassessment Installment, the City shall notifY the Fiscal Agent for the purpose of determining the method of withdrawal from the Reserve Fund pursuant to Section 5.06(b) hereof.

Upon provision being made for payment or redemption of all Bonds and after payment of any amounts due to the Fiscal Agent, all moneys remaining in the Reassessment Fund shall be retained by the City to be applied as a credit upon the next Reassessment Installments to be prepared.

Section 5.04. Administrative Expense Fund. Upon receipt of an Apportionment, the City shall transfer the amounts designated as Administrative Expenses to the Administrative Expense Fund. The City shall apply the moneys on deposit in the Administrative Expense Fund for payment of Administrative Expenses.

Fees or charges incurred by the City in performance of its obligations hereunder shall be paid from the Administrative Expense Fund, including the fees or charges payable to the City for the City's collection services described herein, and amounts retained by the County shall not be transferred to the City or the Fiscal Agent or considered part of the Apportionment. Such fees or charges shall be reimbursed or satisfied by the collection of such fees or charges or estimates thereof with the principal of and interest on the Reassessment Installments due at the time of such collection. The amount of any such fees, charges or estimates thereof shall be apportioned pro rata and shall be collected with the same collection and enforcement procedures and with the same priority and effect as with respect to the collection of the principal of and interest on the Reassessments.

Section 5.05. Redemption Fund. The principal of and interest on the Bonds until maturity shall be paid by the Fiscal Agent from the Redemption Fund. At the maturity of the Bonds, and after all of the principal of and interest then due on any Outstanding Bonds has been paid or provided for, moneys in the Redemption Fund shall be transferred to the City and deposited by the City in the Reassessment Revenue Fund.

(a) Interest Account and Principal Account. For the purpose of assuring that payment of the interest on and the principal of the Bonds will be made when due, the Fiscal Agent shall transfer amounts in the Redemption Fund to the Interest Account and the Principal Account in the following priority:

(i) First, to the Interest Account, an amount such that the balance in the Interest Account one (1) day prior to each Interest Payment Date shall be equal to the interest due

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on the Bonds on said Interest Payment Date. Moneys in the Interest Account shall be used for the payment of interest on the Bonds as the same becomes due; and

(ii) Second, to the Principal Account, with respect to March 1 of each year, an amount such that the balance in the Principal Account shall be equal to one-half of the principal payment due on the Bonds on the following September 2, and with respect to September 1 of each year, or the preceding Business Day if September 1 is not a Business Day, an amount which, when combined with amounts on deposit in the Principal Account shall equal the principal payment due on the Bonds on the following September 2. Moneys in the Principal Account shall be used for the payment of the principal of such Bonds as the same become due at maturity or on account of mandatory redemption of prescribed portions of the principal amount of Term Bonds.

(b) Any amounts remaining in the Redemption Fund on September 15 of each year, after all principal and interest payments due on the prior September 2, shall be transferred to the City for deposit in the Reassessment Revenue Fund.

(c) Prepayment Account. Moneys set aside in the Prepayment Account of the Redemption Fund shall be used solely for the purpose of redeeming Bonds (or purchasing Bonds in lieu of redemption) and shall be applied on the next available Interest Payment Date to the extraordinary redemption of Bonds in accordance with Section 4.01(a).

Upon receiving any moneys on account of a Reassessment Prepayment, the City shall transfer all such moneys received to the Fiscal Agent for deposit in the Prepayment Account. At least three (3) Business Days before each Interest Payment Date, the Fiscal Agent shall withdraw from the Prepayment Account and transfer to the Principal Account an amount equal to the principal relating to such prepayment and to the Interest Account an amount equal to the interest payable on said Interest Payment Date, as directed in writing by the City.

Section 5.06. Reserve Fund.

(a) There shall be created and established a Reserve Fund for the Bonds. Subject to Section 2.02, the amount representing the Reserve Requirement shall be maintained in the Reserve Fund at all times.

(b) Except as provided in the subsections (c) through (f) below, moneys in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds when due in the event that the moneys in the Redemption Fund are insufficient therefor, and for deposit to the Rebate Fund as required. Based upon the calculation provided to the Fiscal Agent by the City pursuant to Section 5.03, the Fiscal Agent shall withdraw funds from the Reserve Fund as necessary for deposit in the Redemption Fund on or before the first day of March and September of each year.

(c) In the event Reassessments are prepaid, in whole or in part, the Reassessment thus prepaid shall be reduced by an amount equal to the ratio of the total amount of cash initially provided for the Reserve Fund to the total amount originally assessed in the proceedings for the issuance of the Bonds, multiplied by the total amount of the Reassessment to

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be prepaid, and the amount thus determined shall be transferred from the Reserve Fund to the Prepayment Account of the Redemption Fund. The City shall notifY, or shall cause the Fiscal Agent to be notified, of such amounts to be transferred.

(d) In the event that moneys in (i) the Reserve Fund, (ii) the Redemption Fund, and (iii) the Reassessment Revenue Fund are sufficient to retire all of the Outstanding Bonds plus accrued interest thereon, the moneys in the Reserve Fund shall, at the written direction of the City, be transferred to the Redemption Fund, and the City shall transfer amounts in the Reassessment Revenue Fund to the Fiscal Agent for deposit to the Redemption Fund; and collection of the remaining Reassessment Installments shall cease.

(e) All amounts remaining in the Reserve Fund in the year in which the last Reassessment Installments become due and payable shall be credited toward said Reassessments as follows: On or prior to July 1st of the Fiscal Year next preceding the Fiscal Year in which the last unpaid Reassessment Installment becomes due and payable, the City shall determine the amount remaining in the Reserve Fund, and shall declare such amount to be surplus and order the same to be credited in the manner set forth in Section 10427.1 ofthe 1913 Act and shall provide written direction to the Fiscal Agent with respect thereto; provided that if all or any part of such Reassessment Installments remain unpaid and are payable in installments, the amount apportioned to each parcel shall be credited against the last of such unpaid Reassessment Installments and, if the amount apportioned to each parcel exceeds the amount of said last installment, then such excess shall be credited against the next to last of such Reassessment Installments.

(f) Notwithstanding any provisions herein to the contrary, earnings on amounts deposited in the Reserve Fund shall be retained in the Reserve Fund; provided, that if the amount of money inthe Reserve Fund is in excess ofthe Reserve Requirement, the Fiscal Agent shall withdraw the amount of such excess from the Reserve Fund each July 1, and shall transfer such amount to the Redemption Fund to be used as provided in Section 5.05.

Section 5.07. Costs of Issuance Fund.

(a) The portion ofthe proceeds ofthe Bonds prescribed by Section 5.01 above shall be deposited into the Costs of Issuance Fund and shall be applied to pay Costs of Issuance. Amounts to pay Costs of Issuance shall be paid from the Costs of Issuance Fund, upon receipt by the Fiscal Agent of written direction from the City Manager, substantially in the form attached hereto as Exhibit A, stating (1) the name of the person to whom payment is due, (2) the amount to be paid, and (3) the purpose for which the obligation to be paid was incurred.

(b) Any amount remaining in the Costs of Issuance Fund on May 1, 2016, shall be transferred to the City for deposit in the Administrative Expense Fund, and the fund shall be closed.

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Section 5.08. Rebate Fund.

(a) The Series 2015B Bonds are taxable bonds and therefore not subject to rebate. With respect to the Series 20 15A Bonds, unless the Fiscal Agent shall receive an opinion of Bond Counsel not later than the Closing Date that the 2015A Bonds are not subject to the provisions of the Code respecting arbitrage rebate (in which case the Fiscal Agent shall not establish a Rebate Fund, and the provisions of this Section 5.08 shall have no application to the Series 2015A Bonds), the Fiscal Agent shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund. All moneys at any time deposited in the Rebate Fund shall be held by the Fiscal Agent, to the extent required, in the judgment of the City, to satisfY the Rebate Requirement for payment to the federal government of the United States of America. Neither the City nor the Owner of any of the Series 2015A Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and by the Tax Certificate. The Fiscal Agent shall be deemed to have complied with such provisions if it follows the written directions of the City and shall have no liability or responsibility to enforce compliance by the City with the terms of the Tax Certificate.

(b) The Fiscal Agent shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under this Agreement or from other moneys provided to it by the City. The Fiscal Agent shall have no responsibility to review the Tax Certificate, to determine the Rebate Requirement or to take any other action, other than to the extent specifically so directed by the City.

(c) The Fiscal Agent shall invest all amounts held in the Rebate Fund at the written direction of the City in Federal Securities. The City shall make such directions consistent with the restrictions set forth in the Tax Certificate. The Fiscal Agent shall retain all earnings on investments held in the Rebate Fund. Money shall not be transferred from the Rebate Fund except as provided in the Tax Certificate.

(d) Notwithstanding any other provision of this Agreement, including in particular Article VII hereof, the obligation of the City to remit the Rebate Requirement to the United States and to comply with all other requirements of this Section and the Tax Certificate shall survive the defeasance or payment in full of the Series 20 15A Bonds.

Section 5.09. Investments. Moneys held in any of the funds and accounts under this Agreement shall be invested at the written direction of the Assistant City Manager only in Permitted Investments which shall be deemed at all times to be a part of such funds and accounts. The Fiscal Agent shall provide the City with monthly statements of the principal balances and investment earnings thereon in each fund and account maintained by the Fiscal Agent under this Agreement.

Permitted Investments may be purchased at such prices as may be directed by the Assistant City Manager in written directions delivered to the Fiscal Agent. All Permitted Investments shall be acquired subject to the limitations set fm1h in Section 6.02(d), the limitations as to maturities hereinafter in this Section set forth and such additional limitations or

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requirements consistent with the foregoing as may be established by the Assistant City Manager. In the absence of instructions, the Fiscal Agent shall invest such moneys in Permitted Investments described in paragraph (8) of the definition of the term "Permitted Investments" in this Agreement.

The Fiscal Agent shall be entitled to rely conclusively upon the written instructions of the City directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions set forth in the definition of Permitted Investments which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Fiscal Agent shall be entitled to rely conclusively on an opinion of counsel or upon a representation of the provider of such Permitted Investment obtained at the City's expense.

Except as specifically provided in this Agreement, the Fiscal Agent shall not be liable to pay interest on any moneys received by it, but shall be liable only to account to the City for earnings derived from funds that have been invested.

The Fiscal Agent or any of its affiliates, either as principal or as agent, may engage in or be interested in any financial or other transaction with the City.

The Fiscal Agent and its officers and employees may acquire and hold Bonds with the same effect as if it were not the Fiscal Agent.

All moneys held by the Fiscal Agent shall be held as agent, but need not be segregated from other funds unless specifically required by this Agreement. For investment purposes only, the Fiscal Agent may commingle the funds and accounts established hereunder, but shall account for each separately ..

Moneys in all funds and accounts except for the Reserve Fund shall be invested in Permitted Investments maturing, or with respect to which payments of principal and interest are scheduled or otherwise payable, not later than the date on which the City estimates that such moneys will be required by the Fiscal Agent for the purposes specified in this Agreement. Moneys in the Reserve Fund shall be invested in Permitted Investments, 50% of which must mature within six (6) months and 50% of which must mature within one (1) year; however, if such investments may be redeemed without premium or penalty on the Business Day prior to each Interest Payment Date, I 00% of the amount of the Reserve Fund may be invested in such redeemable investments of any maturity.

Subject to Sections 5.05 and 5.06 hereof, all earnings received from the investment of moneys in any fund or account established pursuant to this Agreement (with the exception of the Administrative Expense Fund, the Reassessment Revenue Fund, the Costs of Issuance Fund and the Rebate Fund) shall, upon receipt by the Fiscal Agent, be deposited to the Redemption Fund. All earnings from the investment of money in the Administrative Expense Fund, the Reassessment Revenue Fund and the Costs of Issuance Fund shall be retained in such

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fund. All earnings from the investment of money in the Rebate Fund shall be retained in the Rebate Fund and applied in accordance with Section 5.08 hereof.

Notwithstanding anything to the contrary contained in this Section, an amount of interest received with respect to any Permitted Investment equal to the amount of accrued interest, if any, paid as part of the purchase price of such Permitted Investment shall be credited to the fund or account for the credit of which such Permitted Investment was acquired.

For the purpose of determining the amount in any fund or account, all Permitted Investments credited to such fund or account shall be valued at the adjusted book value (plus, prior to the first payment of interest following acquisition, the amount of any accrued interest paid as part of the purchase price).

The Fiscal Agent or any of its affiliates may act as principal or agent in the making or disposing of any investment and it shall be entitled to its customary fee therefor. The Fiscal Agent may sell, or present for redemption, any Permitted Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Permitted Investment is credited. The Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made at the direction of the City or otherwise made in accordance with this Agreement.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

ARTICLE VI

COVENANTS AND WARRANTY

Section 6.01. Warranty. The City shall preserve and protect the security ofthe Bonds and the rights of the Owners against all claims and demands of all persons.

Section 6.02. Covenants. So long as any of the Bonds are Outstanding and unpaid, the City makes the following covenants with the Owners under the provisions of the 1984 Act and this Agreement (to be performed by the City or its proper officers, agents or employees), which covenants are necessary, convenient and desirable to secure the Bonds and tend to make them more marketable; provided, however, that said covenants do not require the City to expend any funds or moneys other than the Reassessment Revenues:

(a) Punctual Payment; Covenant Against Encumbrances. The City covenants that it will receive all Reassessment Installments in trust and will, consistent with Section 5.03 hereof, deposit the Reassessment Installments in the Reassessment Revenue Ftind and the City

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shall have no beneficial right or interest in the amounts so deposited except as provided by this Agreement. All such Reassessment Installments, whether received by the City in trust or deposited with the Fiscal Agent, all as herein provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes herein set forth, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the City.

The City covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and in accordance with this Agreement to the extent Reassessments and interest earnings transferred to the Redemption Fund are available therefor, and that the payments into the Redemption Fund and the Reserve Fund will be made, all in strict conformity with the terms of the Bonds and this Agreement, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplements and of the Bonds issued hereunder. If at any time the total balance in the Redemption Fund, the Assessment Fund, and the Reserve Fund is sufficient to redeem all Outstanding Bonds pursuant to Section 4.01 hereof, the Assistant City Manager may direct the Fiscal Agent to effect such redemption on the earliest date on which all outstanding Bonds may be redeemed hereunder.

The City will not mortgage or otherwise encumber, pledge or place any charge upon any of the Reassessment Installments, and will not issue any obligation or security superior to or on a parity with the Bonds, payable in whole or in part from the Reassessments, without the prior written consent of the owner of 1 00% of the Outstanding Bonds.

The City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner.

(b) Commence Foreclosure Proceedings. The City covenants for the benefit of the Owners of the Bonds that it will determine or cause to be determined, no later than September 1 of each year, whether or not any owners of property within the 2015 Reassessment District are delinquent in the payment of an installment on account of an Unpaid Reassessment and, if such delinquencies exist, the City will order and cause to be commenced no later than November 1 of that same year and thereafter diligently prosecute or cause to be prosecuted, an action in the County superior court to foreclose the lien of any Reassessments or installment thereof not paid when due, provided, however, that the City shall not be required to order the commencement of foreclosure proceedings if (i) the total Reassessment delinquency in the 2015 Reassessment District for such Fiscal Year is less than five percent ( 5%) of the total amount of installments billed in such Fiscal Year on account of Unpaid Reassessments, and (ii) the balance on deposit in the Reserve Fund remains at the Reserve Requirement. Not later than thirty days prior to the applicable November 1 deadline for institution of foreclosure proceedings, the Assistant City Manager shall notify the Council and the City Attorney of any delinquency requiring the commencement of a foreClosure action pursuant hereto, and the City shall commence, or cause to be commenced, such proceedings. The City may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the

Reserve Fund at the Reserve Requirement. Anything in this Agreement to the contrary notwithstanding, the City may employ a fiscal agent or attorney to undertake and perform its obligations under this subsection (b).

(c) Books and Accounts. The City will cause the Fiscal Agent to keep proper books or records and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions made by the Fiscal Agent hereunder. Such books of record and accounts shall at all times during business hours be subject to the inspection, upon reasonable notice, of the City or of the Owners of not less than ten percent ( 1 0%) of the principal amount of the Bonds then Outstanding or their representatives authorized in writing.

(d) Tax Covenants. The City will comply with all provisions of the Tax Certificate. The City will not directly or indirectly use, or permit the use of, the proceeds of the Series 2015A Bonds or any other funds of the City or of the improvements being refinanced with the proceeds of the Series 20 15A Bonds or any part thereof, or take or omit to take any action, which would cause the Series 20 15A Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code, "private activity bonds" subject to federal income taxation by reason of Section 141 (a) of the Code, or obligations subject to federal income taxation because they are "federally guaranteed" as provided in Section 149(b) of the Code; and to that end the City, with respect to the proceeds ofthe Series 2015A Bonds and such other funds, will comply with all requirements of such sections of the Code and all regulations of the United States Department of the Treasury to the extent that such requirements are, at that time, applicable and in effect, and will comply with the provisions of the Tax Certificate.

In furtherance of the covenants of the City set forth above, and unless the Series 20 15A Bonds are determined not to be subject to the provisions of the Code pertaining to arbitrage rebate, the City hereby agrees and covenants to cause the Fiscal Agent to establish and maintain the Rebate Fund, for the purpose of segregating the Rebate Requirement (as that term is defined in the Tax Certificate) from all other moneys ofthe City and the Fiscal Agent in accordance with the Tax Certificate.

(i) Without limiting the generality of the foregoing, the City agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(£) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Series 20 15A Bonds from time to time. This covenant shall survive payment in full or defeasance of the Bonds. The City specifically covenants to pay or cause to be paid to the United States, at the times described in the Tax Certificate~ the amounts required to be so paid by the Tax Certificate. The Fiscal Agent shall comply with the instructions of the City given in accordance with the Tax Certificate.

(ii) Notwithstanding any provision of this Fiscal Agent Agreement, if the City shall provide to the Fiscal Agent an opinion of Bond Counsel that any specified action required under this Fiscal Agent Agreement 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 on the Series 20 15A Bonds, the Fiscal Agent may conclusively rely on such opinion in

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complying with the requirements of the Fiscal Agent Agreement, and the covenants hereunder shall be deemed to be modified to the extent notwithstanding the provisions of this Article VI.

(e) Collection of the Reassessment Installments. The City covenants that, commencing in the 2016-17 Fiscal Year, and not later than the deadline prescribed by the Santa Clara County Auditor, it will annually provide the Santa Clara County Auditor with the information required, in the format specified by the Santa Clara County Auditor, to post the Reassessment Installments on account of each Unpaid Reassessment on the property tax roll of the County, said annual installments to include principal and interest on account of each Unpaid Reassessment, together with the appropriate amount allocable to each Unpaid Reassessment on account of the Administrative Expense Requirement. Collection of the Unpaid Reassessments shall cease in the event sufficient moneys are available to redeem Bonds as provided in Section 5.05.

(f) Continuing Disclosure. For so long as any of the Bonds are Outstanding and the Bank is the Owner thereof, the City hereby covenants and agrees that it will, not later than November 1 of each Fiscal Year, provide to the Bank an annual report containing the following information:

(i) a list of all property owners which are responsible for greater than ten percent ( 1 0%) of the annual Reassessment Installments;

(ii) for the most recent Fiscal Year, a table indicating annual Reassessment Installments billed, the amount collected, the amount delinquent and the percent of the subject Reassessment Installments billed which are then delinquent; and

(iii) a report on the status of any foreclosure proceedings to enforce payment of delinquent Reassessment Installments, including but not limited to a summary of the results of any foreclosure sales which have been concluded prior to the date of said annual report.

In addition to the foregoing-described annual report, the City will prepare and update, from time to time but not more often than semi-annually, a "Delinquency Detail Report," to reflect the affairs, finances and accounts of the City relating to the Reassessment District and any reasonably related information the Bank may reasonably request from the Assistant City Manager regarding the security for the Bonds.

Failure of the City tocomply with this subsection (f) of this Section 6.02 shall be deemed to be an Event of Default under Article IX hereof if the City fails to cure any failure under this subsection (f) of this Section 6.02 by the 151

h calendar day following the date of receipt of written notice from the Bank to the City as provided in Section 11.08 hereof setting forth in reasonable detail the basis of such failure by the City to comply with this subsection (f) of this Section 6.02 and the specific remedial actions the City is required to take.

(g) Interpretation. Nothing in this Section shall be construed to permit the modification ofthe rights or obligations of the Fiscal Agent without its prior consent.

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ARTICLE VII

AMENDMENTS TO AGREEMENT

Section 7.01. Amendments Not Requiring Bondowner Consent. The City may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplements hereto for any of the following purposes:

(a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement or in any resolution or order of the City relating to this Agreement, provided that such action shall not materially adversely affect the interests ofthe Bondowners;

(b) to add to the covenants and agreements of, and the limitations and the restrictions upon, the City contained in this Agreement, other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with this Agreement as theretofore in effect;

(c) to modify, amend or supplement this Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 193 9, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not, materially adversely affect the interests of the Bondowners; or

(d) to modify, alter, amend or supplement this Agreement in any other respect which is not materially adverse to the Bondowners.

Nothing in this Section shall be construed to permit the modification of the rights or obligations of the Fiscal Agent without its prior consent.

Section 7.02. Amendments Requiring Bondowner Consent. Exclusive of the Supplements described in Section 7.01, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right to consent to and approve such Supplements as shall be deemed necessary or desirable by the City for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any ofthe terms or provisions contained in this Agreement; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds the Owners of which are required to consent to such Supplement, without the consent of the Owners of all Bonds then Outstanding.

If at any time the City shall desire to enter into a Supplement, which pursuant to the terms of this Section shall require the consent of the Bondowners, the City shall so notify the

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Fiscal Agent and shall deliver to the Fiscal Agent a copy of the proposed Supplement. The Fiscal Agent shall, at the expense of the City, cause notice of the proposed Supplement to be mailed, by first class mail postage prepaid, to all Bondowners at their addresses as they appear in the Bond Register. Such notice shall briefly set forth the nature of the proposed Supplement and shall state that a copy thereof is on file at the office of the Director of Public Works for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplement when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice the Fiscal Agent shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplement described in such notice, and shall specifically consent to and approve the Supplement substantially in the form of the copy referred to in such notice as on file with the Director of Public Works, such proposed Supplement, when duly executed by the City, shall thereafter become a pmi of the proceedings for the issuance of the Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds have consented to the adoption of any Supplement, Bonds which are owned by the City or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the City, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon request, the City shall specify to the Fiscal Agent those Bonds to be disregarded pursuant to the preceding sentence.

Upon the execution and delivery by the City and the Fiscal Agent of any Supplement and the receipt of consent to any such Supplement from the Owners of not less than a majority in aggregate principal amount of Bonds Outstanding in instances where such consent is required pursuant to the provisions of this Section, this Agreement shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Agreement ofthe City, the Fiscal Agent and all Owners of Bonds then Outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments; provided, however, nothing in this Section shall be construed to permit the modification ofthe rights or obligations of the Fiscal Agent without its prior written consent.

Section 7.03. Notation of Bonds; Delivery of Amended Bonds. After the effective date of any action taken as hereinabove provided, the City may determine that the Bonds may bear a notation, by endorsement in form approved by the City, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the Corporate Trust Office of the Fiscal Agent or at such additional offices as the Fiscal Agent may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds. If the City shall so determine, new Bonds so modified as, in the opinion of the City, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the Corporate Trust Office of the Fiscal Agent or at such additional offices as the Fiscal Agent may select and

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design~te for that purpose, without cost to each owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

ARTICLE VIII

FISCAL AGENT

Section 8.0 1. Fiscal Agent. Zions First National Bank is hereby appointed Fiscal Agent for the purpose of receiving all money which the City is required to deposit with the Fiscal Agent hereunder, and to use and apply the same as provided in this Agreement.

The Fiscal Agent is hereby authorized to and shall mail by first-class mail, postage prepaid, interest payments to the Bondowners, select Bonds for redemption, and maintain the Bond Register. The Fiscal Agent is hereby authorized to pay the principal of and premium, if any, on the Bonds when the same are duly presented to it for payment at maturity or upon redemption, to provide for the registration of transfer and exchange of Bonds presented to it for such purposes, to provide for the cancellation of Bonds all as provided in this Agreement, and to provide for the authentication of Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Agreement. The Fiscal Agent shall keep accurate records of all funds administered by it and all Bonds paid and discharged by it.

The Fiscal Agent is hereby authorized to pay the Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Fiscal Agent shall cancel all Bonds upon payment thereof or upon the surrender thereof by the City, pursuant to Section 11.01 hereof. The Fiscal Agent shall keep accurate records of all Bonds paid and discharged and cancelled by it.

The City shall from time to time, subject to any agreement between the City and the Fiscal Agent then in force, pay to the Fiscal Agent compensation for its services, reimburse the Fiscal Agent for all its advances and expenditures, including, but not limited to, advances to and fees and expenses of independent accountants, counsel (including the allocated costs and disbursements of in-house counsel to the extent such services are not redundant with those provided by outside counsel) and engineers or other experts employed by it in the exercise and performance of its powers and duties hereunder, and indemnify, defend and save the Fiscal Agent harmless against costs, claims, expenses and liabilities of any kind whatsoever not arising from the Fiscal Agent's own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. Such indemnity and compensation shall survive discharge of the Bonds and the removal or resignation of the Fiscal Agent. All amounts owed by the City to the Fiscal Agent shall constitute Administrative Expenses.

Section 8.02. Removal of Fiscal Agent. The City may in the absence of an event of default at any time, in the exercise of its sole discretion, upon thirty (30) days' prior written notice to the Fiscal Agent, remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto; provided that so long as the Bank is the sole owner of the Bonds, the Fiscal Agent may not be removed in the absence of an Event of Default without the prior written consent of the Bank; and provided further that any such

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successor shall be a financial institution doing business and having a Corporate Trust Office in California having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The City shall notifY the Bondowners in writing of any such removal of the Fiscal Agent and appointment of a successor thereto.

Section 8.03. Resignation of Fiscal Agent. The Fiscal Agent may at any time resign by giving written notice to the City. Upon receiving such notice of resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing; provided however, that in the event that the City does not appoint a successor Fiscal Agent within thirty (30) days following receipt of such notice of resignation, the resigning Fiscal Agent may petition an appropriate court having jurisdiction to appoint a successor Fiscal Agent. Any resignation or removal of the Fiscal Agent and appointment of a successor Fiscal Agent shall become effective only upon the acceptance of appointment by the successor Fiscal Agent, and notice by the successor Fiscal Agent to the Bondowners of the Fiscal Agent's identity and address.

Section 8.04. Merger or Consolidation of Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which any of them may be consolidated or any company resulting from any merger, conversion or consolidation to which any of them shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under this Agreement, shall be the successor to the Fiscal Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Section 8.05. Liability of Fiscal Agent. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds shall be taken as statements, promises, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Agreement or of the security for the Bonds or the tax status thereon, and shall incur no responsibility in respect thereof other than in connection with its duties or obligations herein or in the Bonds or in the ce1iificate of authentication assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall have no duties or obligations other than as specifically set forth herein and no implied duties, covenants, or obligations shall be read into this Agreement. The Fiscal Agent shall be under no responsibility or duty with respect to the issuance of the Bonds for value. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent shall not be liable for any error of judgment made without negligence or willful misconduct.

The Fiscal Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, bond or other paper or documents believed by it to be genuine and to have been signed or presented by the proper party or parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the

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opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered in accordance therewith.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a written certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, iri lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of Assessments or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers.

The Fiscal Agent agrees to accept and act upon instructions or directions pursuant to this Fiscal Agent Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Fiscal Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If he City elects to give the Fiscal Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Fiscal Agent in its discretion elects to act upon such instructions, the Fiscal Agent's understanding of such instructions shall be deemed controlling. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Fiscal Agent, including without limitation the risk ofthe Fiscal Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

ARTICLE IX

EVENTS OF DEFAULT; REMEDIES

Section 9.01. Event of Default. Any one or more of the following events shall constitute an "event of default:"

(a) Default 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 from mandatory redemption;

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(b) Default in the due and punctual payment of the interest on any Bond when and as the same shall become due and payable; or

(c) Default by the City in the observance of any of the other agreements, conditions or covenants on its part in this Agreement or in the Bonds contained, and the continuation of such default for a period of thirty (30) days after the City shall have been given notice in writing of such default by the Owners of not less than twenty-five percent (25%) of the Outstanding Bonds, provided that if within thirty (30) days the City has commenced curing of the default and diligently pursues elimination thereof, such period shall be extended to permit such default to be eliminated.

Section 9.02. Remedies of Owners. Following the occurrence of an event of default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated:

(a) By mandamus or other suit or proceeding at law or in equity to enforce his or her rights against the City and any of the members, officers and employees of the City, and to compel the City or any such members, officers or employees to perform and carry out their duties under the 1984 Act, any other law and their agreements with the Owners as provided in this Agreement;

(b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or

(c) Upon the happening of an event of default (as defined in Section 9.01 ), by a suit in equity to require the City and its members, officers and employees to account as the trustee of an express trust.

Nothing in this article or in any other provision of this Agreement, or in the Bonds, shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Reassessments pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and in this Agreement.

A waiver of any default or breach of duty or contract by any Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission by any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners by the 1984 Act or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners.

If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Owners, the City and the Owners shall be restored to

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their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the 1984 Act or any other law.

Upon the occurrence and continuation of an Event of Default, the unpaid principal balance of the Bonds shall, if elected by the Bank, bear interest at the Default Rate. If so elected by the Bank, the Default Rate shall remain in effect until such time as the applicable Event of Default is cured.

ARTICLE X

DEFEASANCE

Section 10.01. Defeasance. Ifthe City shall pay or cause to be paid, orthere shall otherwise be paid, to the Owners of any Outstanding Bonds the interest due thereon and the principal thereof, at the times and in the manner stipulated therein and in this Agreement, then the Owners of such Bonds shall cease to be entitled to the pledge of Reassessments, and all covenants, agreements and other obligations ofthe City to the Owners of such Bonds under this Agreement shall thereupon cease, terminate and become void and be discharged and satisfied; provided that the covenants set forth in Sections 5.08, 6.02(d) and 8.01 shall survive the defeasance or payment of the Bonds. In such event, the Fiscal Agent shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or deliver to the City after payment of any amounts due the Fiscal Agent hereunder all money or securities held by them pursuant to this Agreement which are not required for the payment of the interest due on, and the principal of, such Bonds.

Any Outstanding Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond is paid in any one or more of the following ways:

(a) by paying or causing to be paid the principal of and interest with respect to such Bond, as and when the same become due and payable;

(b) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the Reassessment Revenue Fund, the Reserve Fund and the Redemption Fund, is fully sufficient to pay the principal of, premium and interest on all Bonds Outstanding as and when the same shall become due and payable; or

(c) by depositing with the Fiscal Agent, in trust, non-callable Federal Securities in such amount as the Assistant City Manager determines will, together with the interest to accrue thereon and moneys then on deposit in the Reassessment Fund, the Reserve Fund and the Redemption Fund, together with the interest to accrue thereon without further investment, be fully sufficient to pay and discharge the principal of, premium, if any, and interest

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on all Bonds Outstanding as and when the same shall become due and payable; then, notwithstanding that any Bonds shall not have been surrendered for payment, all obligations of the City under this Agreement with respect to all Outstanding Bonds shall cease and terminate, except for the obligation of the Fiscal Agent to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid, all sums due thereon and except for the covenants of the City contained in Sections 5.08, 6.02(d) and 8.01 hereof. Any money or securities deposited with the Fiscal Agent to defease the Bonds shall be accompanied by a certificate of a certified public accountant confirming the accuracy of the calculations establishing the sufficiency of such deposit, and an opinion of Bond Counsel that the deposit of such money or securities will not impair the exclusion from gross income for federal income tax purposes of interest on the Bonds. Any funds held by the Fiscal Agent at the time of payment or defeasance of the Bonds, which are not required for the purpose above mentioned, or for payment of amounts due the Fiscal Agent hereunder shall be paid over to the City.

The Bonds and the Reassessments shall remain in full force and effect and the Bonds shall be secured by the Reassessments until (i) the Bonds mature, (ii) Reassessments are prepaid and the Bonds are redeemed, (iii) apportionment of the Reassessments occurs pursuant to law, or (iv) the Reassessments are superseded and supplemented by new reassessments and refunding bonds issued pursuant to the 1984 Act, at which time the refunding escrow shall become the security for any outstanding Bonds not exchanged for refunding bonds. Any proceeds of sale of any refunding bonds may be deposited in escrow or trust with a bank or trust company and shall be secured in accordance with the laws applicable to funds of the City and shall be invested in Federal Securities.

While the Bank is the sole owner of the Bonds, the discharge and satisfaction of the Bonds or any of them pursuant to this Section 10.01 shall be conditioned upon the following: ( 1) the payment by the City to the Bank of all amounts due and owing to the Bank as owner of such Bonds, (2) the delivery to the Bank of a verification report from a qualified verification agent (unless waived by the Bank in writing) and (3) an opinion of Bond Counsel that such Bonds have been fully discharged under this Fiscal Agent Agreement.

ARTICLE XI

MISCELLANEOUS

Section 11.0 1. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for payment upon maturity or for redemption shall upon payment therefor and any Bond purchased by the City as authorized herein shall be cancelled forthwith and shall not be reissued. The Fiscal Agent shall hold such Bonds for a period as required by law and upon destruction and a written request of the City the Fiscal Agent shall furnish to the City a certificate stating that such Bonds have been destroyed.

Section 11.02. Execution of Documents and Proof of Ownership. Any request, direction, consent. revocation of consent, or other instrument in writing required or permitted by this Agreement to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor, may be signed or executed by such Owners in person or by their

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attorneys appointed by an instrument in writing for that purpose, or by the commercial bank, trust company or other depository for such Bonds.

As to any Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute Owner thereof for all purposes, and payment of or on account of the principal of any such Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfY and discharge the liability upon such Bond and the interest thereon to the extent of the sum or sums to be paid. The Fiscal Agent shall not be affected by any notice to the contrary. Nothing contained in this Agreement shall be construed as limiting the Fiscal Agent to such proof, it being intended that the Fiscal Agent may accept other evidence of the matters herein stated which the Fiscal Agent may deem sufficient. Any request or consent of the Owner or any Bond shall bind every future Owner of the same Bond in respect of anything done or suffered to be done by the Fiscal Agent in pursuance of such request or consent.

Section 11.03. Unclaimed Moneys. Anything in this Agreement to the contrary notwithstanding, any money held by the Fiscal Agent 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 have become due and payable, if such money was held by the Fiscal Agent at such date, or for two (2) years after the date of deposit of such money if deposited with the Fiscal Agent after the said date when such Bonds become due and payable, shall be repaid by the Fiscal Agent to the City, as its absolute property and free from trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the City for the payment of such Bonds; provided, however, that, before being required to make any such payment to the City, the Fiscal Agent shall, at the written request and expense of the City, cause to be mailed to the registered Owners of such Bonds, at their addresses as they appear on the Bond Register, a notice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than thirty (30) days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the City. The Fiscal Agent shall hold any such moneys uninvested.

Section 11.04. Provisions Constitute Contract; Successors. The provisions of this Agreement shall constitute a contract between the City and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State.

In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and the Bondowner shall prevail, the Bondowner or the Fiscal Agent shall be entitled to receive from the 2015 Reassessment District reimbursement for reasonable costs, expense, outlays and attorneys' fees including the allocated costs and disbursements of in­house counsel, to the extent such services are not redundant with those provided by outside counsel, and should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Fiscal Agent, then the City, the Fiscal Agent and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

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After the issuance and delivery of the Bonds this Agreement shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Agreement, but to no greater extent and in no other manner.

This Agreement shall be binding upon and inure to the benefit of the City and the Fiscal Agent, and their respective successors and assigns.

Section 11.05. Further Assurances; Incontestability. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Agreement.

After the sale and delivery of the Borids by the City, the Bonds shall be incontestable by the City.

Section 11.06. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Agreement, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Agreement and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Agreement and the Bonds shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State.

If any Reassessment is void or unenforceable, for any cause, or if Bonds are issued to represent or be secured by any Reassessments and such issuance is not effective through the curative provisions in relation thereto under the 1984 Act to make them valid and enforceable, then a reassessment shall be made in the manner and form provided by the 1984 Act.

Section 11.07. General Authorization. The Mayor, the City Clerk, the City Manager, the Director of Public Works, the Assistant City Manager and the Treasurer of the City are hereby respectively authorized to do and perform from time to time any and all acts and things consistent with this Agreement necessary or appropriate to carry the same into effect.

Section 11.08. Notice. Any notices required to be given to the City, the Fiscal Agent or the Bank by the City, the Fiscal Agent or the Bank, as the case may be, shall be mailed, first class, or personally delivered to the City, the Fiscal Agent or the Bank at the following addresses:

City of Morgan Hill 17575 Peak Avenue Morgan Hill, California 95037 Attention: Assistant Director of Finance

Zions First National Bank 550 South Hope Street, Suite 2875 Los Angeles, CA 90071

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Attention: Corporate Trust Department

Umpqua Bank 2998 Douglas Boulevard, Suite 100 Roseville, CA 95661 Attention: -------------------

Any party may, by written notice designate a different address to which notices shall be sent.

Section 11.09. Execution in Counterparts. This Fiscal Agent Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

Section 11.1 0. Waiver of Jury Trial; Agreement for Judicial Reference. To the fullest extent permitted by law, the City hereby waives its right to trial by jury in any action, proceeding and/or hearing on any matter whatsoever arising out of, or in any way connected with, the Bonds, this Fiscal Agent Agreement or any documents relating to the Bonds or this Fiscal Agent Agreement, or the enforcement of any remedy under any law, statute, or regulation. To the extent such waiver is not enforceable, the City hereby consents to the adjudication of any and all matters pursuant to "Judicial Reference," as said term is defined in and as provided in Section 63 8 of the California Code of Civil Procedure, and the judicial referee shall be empowered to hear and determine any and all issues in such reference proceedings, whether fact or law.

Section 11.11. Third-Party Beneficiary. The Bank shall be deemed to be a third­party beneficiary of this Fiscal Agent Agreement, with all rights of a third-party beneficiary.

Section 11.12. Governing Law. This Fiscal Agent Agreement shall be construed and governed in accordance with the laws of the State.

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IN WITNESS WHEREOF, the City Manager, on behalf of the City of Morgan Hill, and Zions First National Bank, as Fiscal Agent, have executed this Agreement, effective the date first written above.

CITY OF MORGAN HILL

By: _______________ _

Steve Rymer City Manager

ZIONS FIRST NATIONAL BANK, as Fiscal Agent

By: ________________ _

Authorized Officer

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EXHIBIT A

REQUISITION FOR DISBURSEMENT OF COSTS OF ISSUANCE

Requisition No._

Zions First National Bank, as Fiscal Agent (the "Fiscal Agent"), is hereby requested to pay from the Costs of Issuance Fund established for the City of Morgan Hill Reassessment District No. 2015-2 (Madrone Business Park) Limited Obligation Reassessment Revenue Bonds, pursuant to Section 5.07 ofthe Fiscal Agent Agreement, dated as of October 21, 2015 (the "Agreement") by and between the City ofMorgan Hill (the "City") and the Fiscal Agent, to the party or parties designated in the attached list as Payee(s), the sum(s) set forth in payment of the Costs of Issuance described. The amount(s) shown is/are due and payable under a purchase order, contract or other authorization with respect to the Costs oflssuance described and has/have not formed the basis of any prior request for payment.

All payments shall be made by check or wire transfer in accordance with payment instructions set forth below and the Fiscal Agent shall have no duty or obligation to authenticate such payment instructions or the authorization thereof.

CITY OF MORGAN HILL

Signature: __________ _ Steve Rymer, City Manager

Dated: --------------

Attachments: (1) List of Payees, Amounts and Description of Related Costs oflssuance (2) Invoices for each ofthe Costs of Issuance Listed

A-1

EXHIBITB

FORM OF BOND

UNITED STATES OF AMERICA STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

REGISTERED REGISTERED

NUMBERR-

CITY OF MORGAN HILL REASSESSMENT DISTRICT NO. 2015-2

(MADRONE BUSINESS PARK)

$

LIMITED OBLIGATION REASSESSMENT REFUNDING BOND SERIES __

INTEREST RATE MATURITY DATE BOND DATE

% September 2, 2025 ____ ,20_

REGISTERED OWNER:

PRINCIPAL AMOUNT: DOLLARS

Under and by virtue of the Refunding Bond Act of 1984 for 1915 Improvement Act Bonds (Sections 9500 and following, California Streets and Highways Code; hereafter the "1984 Act"), the City of Morgan Hill (the "City"), California, will, out ofthe redemption fund for the payment of the Bonds issued upon the Unpaid Reassessments made for the refunding of the remaining outstanding bonds of the City of Morgan Hill Assessment District No. 2000-1 (Madrone Business Park) (the "Prior Assessment District"), more fully described in proceedings taken by the City Council ofthe City and concluded on October 21,2015, with adoption of a resolution approving the Reassessment Report for the City of Morgan Hill Reassessment District No. 2015-2 (Madrone Business Park) (the "2015 Reassessment District"), levying the Reassessments, and ordering implementation of the 2015 Refunding Program (the "Resolution of Formation"), pay to the registered owner set forth above on the maturity date stated above, the principal sum set forth above in lawful money of the United States of America. Interest on the Bonds shall be payable on March 2 and September 2 of each year (each an "Interest Payment Date"), commencing March 2, 2016, payable from the date of the bonds to March 2, 2016, and every March 2 and September 2 thereafter until the principal amount hereof is paid in; provided, however, that if at the time of authentication of this bond, interest is in default, interest on this bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or if no interest has been paid or

B-1

made available for payment, from its dated date. Interest on this bond shall be calculated on the basis of a 360 day year, consisting of twelve 30 day months.

Both the principal hereof and redemption premium hereon, if any, are payable at the Corporate Trust Office of Zions First National Bank, as Paying Agent, Registrar and Transfer Agent for the Bonds (the "Fiscal Agent") in Los Angeles, California, or such other place as designated by the Fiscal Agent, and the interest hereon is payable by check mailed by first class mail, postage prepaid, to the owner hereof on the Interest Payment Date at the owner's address as it appears on the Bond Register of the Fiscal Agent at the close of business on the applicable Record Date, except that in the case of Umpqua Bank (the "Bank") or a successor Owner of one million dollars ($1,000,000) or more in aggregate principal amount ofBonds or all ofthe remaining outstanding Bonds, whichever is less, upon written request of such Owner to the Fiscal Agent, in form satisfactory to the Fiscal Agent, received not later than the Record Date, such interest shall be paid on the Interest Payment Date in immediately available funds by wire transfer to an account in the United States.

This bond will continue to bear interest after maturity at the rate above stated; provided, it is presented at maturity and payment hereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay the same. If it is not presented at maturity, interest hereon will run only until maturity.

This bond shall not be entitled to any benefit under the 1984 Act or the Fiscal Agent Agreement, dated as of October 21, 2015, by and between the City and the Fiscal Agent (the "Fiscal Agent Agreement"), or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been manually signed by the Fiscal Agent.

This bond represents the entire authorized issue of the Series __ Bonds designated as the City of Morgan Hill Reassessment District No. 2015-2 (Madrone Business Park) Limited Obligation Reassessment Refunding Bonds, Series __ (the "Bonds"), issued by the City under the 1984 Act and the Fiscal Agent Agreement for the purpose of providing funds which are being used, along with other funds available for the purpose, to refund the remaining outstanding limited obligation reassessment refunding bonds of the Prior Assessment District,. and the Bonds are secured by the moneys in the Redemption Fund held and administered by the Fiscal Agent pursuant to the Fiscal Agent Agreement (the "Redemption Fund"), the moneys in the Reserve Fund held and administered by the Fiscal Agent pursuant to the Fiscal Agent Agreement (the "Reserve Fund") and by the Unpaid Reassessments, as said term is defined in the Fiscal Agent Agreement, and the principal of and interest on this bond are payable exclusively out of the Redemption Fund; provided that, with respect to the principal amount of the Bonds scheduled for mandatory sinking fund redemption on September 2, 2016, as set forth in the table below, both said principal and the interest payable on said principal on March 2 and September 2, 2016, shall be paid from proceeds of the 2015-16 Reassessment Installments, as said term is defined in the Fiscal Agent Agreement and not from proceeds of Unpaid Reassessments.

B-2

THE CITY HAS DECLARED AND DETERMINED IN THE RESOLUTION OF INTENTION FOR THE REASSESSMENT DISTRICT THAT IT WILL NOT OBLIGATE ITSELF TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO CURE ANY DEFICIENCY WHICH MAY OCCUR IN THE BOND REDEMPTION FUND.

Upon the occurrence and continuation of an Event of Default under the Fiscal Agent Agreement while the Bank is the Owner of this Bond, the unpaid principal balance of this Bond shall, if elected by the Bank, bear interest at a rate per annum (the ''Default Rate") equal to the then applicable rate of interest plus 3%. If so imposed by the Bank, the Default Rate shall remain in effect until such time as the applicable Event of Default is cured.

[To be included in the Series 2015A Bonds only] Upon the occurrence of an Event of Taxability, as said term is defined in the Fiscal Agent Agreement, while the Bank is the Owner of this Bond, the unpaid principal balance of the Bond shall, if elected by the Bank (and if so elected, such rate shall be calculated by the Bank and provided to the Fiscal Agent and the City), bear interest at a rate per annum (the "Taxable Rate") equal to __ % per annum.

The Bonds are subject to mandatory sinking fund redemption each September 2 during the term of the Bonds, beginning on September 2, 2016, in accordance with the·following mandatory sinking fund redemption schedule, at a redemption price equal to the principal amount of Bonds to be redeemed, without premium, together with accrued but unpaid interest to the redemption date:

(Here insert schedule of annual mandatory sinking fund redemption amounts)

The Bonds are subject to optional redemption prior to their respective stated maturities, at the option ofthe City, as a whole or in part in integral multiples of$1,000, on any Interest Payment Date, from moneys deposited in the Redemption Fund for the Bonds by the City from any source of funds legally available for such purpose, at the redemption prices set forth in the following table (expressed as percentages of the principal amount of Bonds called for redemption) together with accrued but unpaid interest thereon to the redemption date:

Redemption Date

March 2, 2016 through March 2, 2021 September 2, 2021 and Thereafter

Redemption Price

103% 100%

The Bonds are subject to extraordinary redemption on any Interest Payment Date prior to their respective stated maturities, in whole or in part (by lot within each stated maturity) in integral multiples of $1,000, from the proceeds of Reassessment Prepayments which are made by property or on behalf of property owners, at a redemption price equal to the principal amount of Bonds to be redeemed, without premium, together with accrued but unpaid interest to the redemption date.

B-3

If less than all of the outstanding Bonds are to be redeemed pursuant to either optional redemption or extraordinary redemption, the City shall designate the aggregate principal amount of Bonds of each maturity to be redeemed pursuant to the 1984 Act, and the Fiscal Agent shall select the Bonds of each maturity to be redeemed by lot. Upon the occurrence of any such optional or extraordinary redemption, the schedule of mandatory sinking fund redemption shall be modified accordingly.

This bond is subject to refunding pursuant to the 1984 Act

This bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at the Corporate Trust Office of the Fiscal Agent upon the surrender and cancellation of this bond, subject to the terms and conditions provided in the Fiscal Agent Agreement, including the payment of certain charges, if any, and the submission to the Fiscal Agent of a letter of representations in substantially the form of Exhibit C to the Fiscal Agent Agreement and executed by an authorized representative of the transferee; provided that if ownership of less than all of the Bonds is transferred, the Bonds shall be transferred in minimum denominations of $250,000. Upon such transfer a new registered bond or bonds of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange hereof.

Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership, or a trust.

Neither the City nor the Fiscal Agent shall be required to make such exchanges or to register such transfers ofbonds (i) during the fifteen (15) day period preceding the selection of Bonds for redemption, or (ii) selected for redemption.

The rights and obligations ofthe City and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Fiscal Agent Agreement.

The Fiscal Agent Agreement contains provisions permitting the City to make provisions for the payment of the interest on, and the principal of, and the premium, if any, on any of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Fiscal Agent Agreement.

The City and the Fiscal Agent may treat the owner hereof, as shown on the bond register kept by the Fiscal Agent, as the absolute owner for all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary.

B-4

IN WITNESS WHEREOF, the City Council of City ofMorgan Hill has caused this Bond to be signed manually or in facsimile by the City Treasurer and by the City Clerk, and has caused its corporate seal to be impressed hereon, all as of the Bond Date shown above.

CITY OF MORGAN HILL

City Treasurer [SEAL]

City Clerk

CERTIFICATE OF AUTHENTICATION AND REGISTRATION

This is one of the Bonds described in the within-mentioned Fiscal Agent Agreement which has been authenticated and registered on November 5, 2015.

ZIONS FIRST NATIONAL BANK, Fiscal Agent and Paying Agent

B-5

[FORM OF ASSIGNMENT]

ASSIGNMENT

For value received the undersigned do(es) hereby sell, assign and transfer unto

(insert social security number or taxpayer identification number) the within bond and do(es) hereby irrevocably constitute and appoint ___________________ _ attorney to transfer the same on the bond register of the Fiscal Agent with full power of substitution in the premises.

Date: --------------

SIGNATURE GUARANTEED:

NOTE The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever and the signature(s) must be guaranteed by an eligible guarantor institution (being banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission

,Rule 17 A(d)15.

Social Security Number, Taxpayer Identification Number or other Identifying Number of Assignee:

B-6

EXHIBITC

FORM OF LETTER OF REPRESENTATIONS

[UMPQUA BANK LETTERHEAD]

LENDER'S LETTER OF REPRESENTATIONS

City of Morgan Hill

17575 Peak Avenue

Morgan Hill, CA 95037

City of Morgan Hill Reassessment District No. 2015-2 (Madrone Business Park)

Limited Obligation Reassessment Refunding Bonds, Series 2015B (Taxable)

Ladies and Gentlemen:

The undersigned (the "Lender") understands that the City of Morgan Hill (the "Issuer") has issued the above-referenced bonds (the "Bonds") pursuant to the terms, conditions and provisions of a Fiscal Agent Agreement (the "Fiscal Agent Agreement"), dated as of October 21, 2015, between the Issuer and Zions First National Bank, as Fiscal Agent. The Lender intends to make a loan to the Issuer which shall be evidenced by the Bonds, and in connection therewith, the Lender makes the certifications, representations, warranties, acknowledgements and covenants contained in this Lender's Letter to each of the addressees hereof, with the express understanding that such certifications, representations, warranties, acknowledgements and covenants will be relied upon by such addressees.

The Lender hereby certifies, represents, warrants, acknowledges and covenants as follows:

The Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or formed and is authorized to make a loan to the Issuer as evidenced by the Bonds.

The Lender (MARK APPROPRIATELY):

C-1

__ is a "qualified institutional buyer" (a "Qualified Institutional Buyer") within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or

__ is an "accredited investor" (an "Institutional Accredited Investor") as defined in Section 501(a)(l), (2), (3) or (7) of Regulation D promulgated under the Securities Act.

The Lender is not purchasing the Bonds for more than one account, is purchasing the Bonds for its own account and is not purchasing the Bonds with a view to distributing the Bonds.

The Lender has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal bonds and other tax-exempt obligations similar to the Bonds, to be capable of evaluating the merits and risks of the Bonds, and the Lender is able to bear such economic risks.

The Lender recognizes that the Bonds involve significant risks, that there is no established market for the Bonds and that none is likely to develop and, accordingly, that the Lender must bear the economic risk of the Bonds for an indefinite period of time.

The Lender understands and agrees that ownership of the Bonds may be transferred (i) only to a Person that the Lender reasonably believes is either (A) a Qualified Institutional Buyer that is purchasing the Bonds for its own account and not with a view to distributing the Bonds, or (B) an Institutional Accredited Investor that is purchasing the Bonds for not more than one account and not with a view to distributing the Bonds, and (ii) only if such Qualified Institutional Buyer or Institutional Accredited Investor delivers to the Issuer a completed and duly executed letter of representations substantially in the form hereof.

The Lender is not relying upon the Issuer, or any of its affiliates, agents or employees, for advice as to the merits and risks of the Bonds. The Lender has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision.

The Lender has conducted its own independent examination of, and has had an opportunity to ask questions and receive answers concerning, the Issuer, the Bonds, the Fiscal Agent Agreement and the security therefor and the transactions and documents related to or contemplated by the foregoing.

The Lender has been furnished with all documents and information regarding the Issuer, the Bonds, the Fiscal Agent Agreement and the security therefor and the transactions and documents related to or contemplated by the foregoing, and all matters related thereto, that it has requested.

The Lender understands and agrees that the Bonds are exempt from Rule 15c2-12(b )(5) (the "Rule") adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, pursuant to Section (d) of the Rule.

The person executing this letter on behalf of the Lender is duly authorized to do so on the Lender's behalf.

C-2

The Lender has entered into this transaction with no present intention to transfer or resell and it intends to book and hold the Bonds as a loan in our loan portfolio. To the extent the word "Bond" may have been used in any way to reference the debt instrument, the Bank acknowledges that the word "Bond" is for convenience only and not intended to indicate that the instrument is a security within the meaning of the Securities Act of 193 3.

IN WITNESS WHEREOF, the Lender has executed this Lender's Letter as of the date set forth below.

Dated: ______ , 2015 Very truly yours,

Umpqua Bank

By: ______________________ __

Name: Dean Stephens

Title: Vice President, Commercial Relationship Manager

2547592.2

C-3

IN WITNESS WHEREOF, the City Manager, on behalf of the City of Morgan Hill, and Zions First National Bank, as Fiscal Agent, have executed this Agreement, effective the date first written above.

CITY OF MORGAN HILL

C!~V"---·· By: __ ~~-=----~t ---------------------­

Ste;TCR)llll City Manager

ZIONS FIRST NATIONAL BANK, as Fiscal Agent

By: ______________ _

Authorized Officer

47

IN WITNESS WHEREOF, the City Manager, on behalf of the City of Morgan Hill, and Zions First National Bank, as Fiscal Agent, have executed this Agreement, effective the date t!rst ·written above.

CITY OF MORGAN HILL

By: ______________ _

Steve Rymer City Manager

ZIONS FIRST NATIONAL BANK, as Fiscal Agent

By: ~~ .. ·· (<1\uthO'riz

............. ..._,"~ ............. ----~

46

2015-2529

City of Morgan Hill Madrone Business Park, Series A

Cash Flow - FINAL Not to Exceed Lien $5,076,999.92 Wednesday, November 4, 2015

December 2015 collection (about 45% of total collection of $742,935.01)

March 2, 2016 interest due on unrefunded bonds March 2, 2016 interest due on refunding bonds

Balance after March 2, 2016 payments

April 2016 collection (about 55% oftotal collection of $742,935.01)

Balance by August 2016

September 2, 2016 principal due on unrefunded bonds September 2, 2016 interest due on unrefunded bonds

Balance after September 2, 2016 payments on unrefunded bonds

Reserve fund on unrefunded A bonds* (assumes 10% delinquency)

Available for September 2, 2016 debt service on refunding bonds

Estimated refunding debt service on 9-2-2016

*Total existing reserve fund on Madrone About 89% for Madrone Series A (based on original par) Estimate contributed to refunding (92%)

Estimate held for unrefunded bonds (8%)

Prepared by Brandis Tallman LLC

$334,320.75

$10,521.88 $35,235.20

$288,563.67

$408,614.26

$697,177.93

$455,000.00 $10,521.88

$231,656.05

$55,247.59

$286,903.64

$227,072.00

$862,165.86 $767,327.62

$705,941.41 $61,386.21

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Sources and Uses of Funds

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Sources:

Bond Proceeds:

Par Amount

Other Sources of Funds:

Prior Reserve Fund (Series A)

Uses:

Refunding Escrow Deposits:

Cash Deposit

Other Fund Deposits:

Reserve Fund (35% of MADS)

Delivery Date Expenses:

Cost of lssua nee

Other Uses of Funds:

Additional Proceeds

Page 1

5,005,000.00

705,941.41

5,710,941.41

5,353,087.50

231,986.72

125,079.75

787.44

5, 710,941.41

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Escrow Requirements

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Period Ending Interest Principal Redeemed Total

3/2/2016 133,087.50 5,220,000.00 5,353,087.50

133,087.50 5,220,000.00 5,353,087.50

Page2

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Cost of Issuance

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Cost of Issuance

Reassessment Consultant

Financial Advisor

Bond Counsel

Placement Agent

Time & Materials

Special Counsel

Bank Counsel

Fiscal Agent & Counsel

Verification Agent

Escrow Agent

CD lAC

Contingency

Amount

26,922.00

22,323.00

17,859.00

17,859.00

8,929.00

8,929.00

7,000.00

3,349.00

3,000.00

1,000.00

750.75

7,159.00

125,079.75

Page 3

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Bond Summary Statistics

City of Morgan Hill

Reassessment District 2015-2 {Madrone Business Park) Series A UMPQUA

Par Value

+ Accrued Interest

+Premium (Discount)

-Underwriter's Discount

-Cost of Issuance Expense

-Other Amounts

Target Value

Target Date

Yield

Dated Date

Delivery Date

Last Maturity

Arbitrage Yield

True Interest Cost {TIC)

Net Interest Cost {NIC)

All-lnTIC

Average Coupon

Weighted Average Maturity (years)

Par Amount

Bond Proceeds

Tot a I Interest

Net Interest

Total Debt Service

Maximum Annual Debt Service

Average Annual Debt Service

Underwriter's Fees {per $1000)

Average Takedown

Other Fee

Total Underwriter's Discount

Bid Price

Bond Component Par Value

Bond Component 5,005,000.00

5,005,000.00

TIC

5,005,000.00

5,005,000.00

12/4/2015

2.880517%

Price

100.000

12/4/2015

12/4/2015

9/2/2025

2.880517%

2.880517%

2.880000%

3.394693%

2.880000%

5.466

5,005,000.00

5,005,000.00

787,880.00

787,880.00

5,792,880.00

662,819.20

594,480.27

100.000000

Average

Coupon Average Life

2.880% 5.466

5.466

Ali-In

TIC

5,005,000.00

(125,079.75)

4,879,920.25

12/4/2015

3.394693%

Page 4

Arbitrage

Yield

--------5,005,000.00

5,005,000.00

12/4/2015

2.880517%

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Prior Bond Debt Service

City of Morgan Hill

Reassessment District 201S-2 (Madrone Business Park) Series A UMPQUA

Period Ending Principal Coupon Interest Debt Service

3/2/2016 133,087.50 133,087.50

9/2/2016 133,087.50 133,087.50

3/2/2017 133,087.50 133,087.50

9/2/2017 470,000 4.750% 133,087.50 603,087.50

3/2/2018 121,925.00 121,925.00

9/2/2018 500,000 4.850% 121,925.00 621,925.00

3/2/2019 109,800.00 109,800.00

9/2/2019 520,000 5.000% 109,800.00 629,800.00

3/2/2020 96,800.00 96,800.00

9/2/2020 545,000 5.000% 96,800.00 641,800.00

3/2/2021 83,175.00 83,175.00

9/2/2021 575,000 5.100% 83,175.00 658,175.00

3/2/2022 68,512.50 68,512.50

9/2/2022 605,000 5.250% 68,512.50 673,512.50

3/2/2023 52,631.25 52,631.25

9/2/2023 635,000 5.250% 52,631.25 687,631.25

3/2/2024 35,962.50 35,962.50

9/2/2024 665,000 5.250% 35,962.50 700,962.50

3/2/2025 18,506.25 18,506.25

9/2/2025 705,000 5.250% 18,506.25 723,506.25

5,220,000 1, 706,975.00 6,926,975.00

Page 5

Annual Debt Service

266,175.00

736,175.00

743,850.00

739,600.00

738,600.00

741,350.00

742,025.00

740,262.50

736,925.00

742,012.50

6,926,975.00

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Bond Debt Service

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Dated Date 12/4/2015

Annual Debt

Period Ending Principal Coupon Interest Debt Service Service

3/2/2016 35,235.20 35,235.20

9/2/2016 155,000 2.880% 72,072.00 227,072.00 262,307.20

3/2/2017 69,840.00 69,840.00

9/2/2017 516,000 2.880% 69,840.00 585,840.00 655,680.00

3/2/2018 62,409.60 62,409.60

9/2/2018 538,000 2.880% 62,409.60 600,409.60 662,819.20

3/2/2019 54,662.40 54,662.40

9/2/2019 550,000 2.880% 54,662.40 604,662.40 659,324.80

3/2/2020 46,742.40 46,742.40

9/2/2020 565,000 2.880% 46,742.40 611,742.40 658,484.80

3/2/2021 38,606.40 38,606.40

9/2/2021 583,000 2.880% 38,606.40 621,606.40 660,212.80

3/2/2022 30,211.20 30,211.20

9/2/2022 601,000 2.880% 30,211.20 631,211.20 661,422.40

3/2/2023 21,556.80 21,556.80

9/2/2023 617,000 2.880% 21,556.80 638,556.80 660,113.60

3/2/2024 12,672.00 12,672.00

9/2/2024 631,000 2.880% 12,672.00 643,672.00 656,344.00

3/2/2025 3,585.60 3,585.60

9/2/2025 249,000 2.880% 3,585.60 252,585.60 256,171.20

5,005,000 787,880.00 5, 792,880.00 5, 792,880.00

Page 6

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Bond Pricing

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Bond Maturity

Component Date Amount Rate Yield Price

Bond Component:

9/2/2025 5,005,000 2.880% 2.880% 100.000

5,005,000

Dated Date 12/4/2015

Delivery Date 12/4/2015

First Coupon 3/2/2016

Par Amount 5,005,000.00

Original Issue Discount

-----Production 5,005,000.00 100.000000%

Underwriter's Discount

------· Purchase Price 5,005,000.00 100.000000%

Accrued Interest

~----

Net Proceeds 5,005,000.00

Page 7

Principal Cost

5,005,000.00

5,005,000.00

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC PageS

Savings

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Present Value to

Prior Debt Prior Prior Net Cash Refunding Debt Refunding Refunding Net Annual 12/04/2015 @

Date Service Receipts Flow Service Receipts Cash Flow Savings Savings 2.8805165%

3/2/2016 133,087.50 862.82 132,224.68 35,235.20 283.54 34,951.66 97,273.02 96,595.35

9/2/2016 133,087.50 1,764.85 131,322.65 227,072.00 579.97 226,492.03 (95,169.38) 2,103.64 (93,164.56)

3/2/2017 133,087.50 1,764.85 131,322.65 69,840.00 579.97 69,260.03 62,062.62 59,892.61

9/2/2017 603,087.50 1,764.85 601,322.65 585,840.00 579.97 585,260.03 16,062.62 78,125.24 15,280.91

3/2/2018 121,925.00 1,764.85 120,160.15 62,409.60 579.97 61,829.63 58,330.52 54,703.90

9/2/2018 621,925.00 1,764.85 620,160.15 600,409.60 579.97 599,829.63 20,330.52 78,661.04 18,795.79

3/2/2019 109,800.00 1,764.85 108,035.15 54,662.40 579.97 54,082.43 53,952.72 49,171.69

9/2/2019 629,800.00 1,764.85 628,035.15 604,662.40 579.97 604,082.43 23,952.72 77,905.44 21,520.20

3/2/2020 96,800.00 1,764.85 95,035.15 46,742.40 579.97 46,162.43 48,872.72 43,286.01

9/2/2020 641,800.00 1,764.85 640,035.15 611,742.40 579.97 611,162.43 28,872.72 77,745.44 25,209.16

3/2/2021 83,175.00 1,764.85 81,410.15 38,606.40 579.97 38,026.43 43,383.72 37,341.10

9/2/2021 658,175.00 1,764.85 656,410.15 621,606.40 579.97 621,026.43 35,383.72 78,767.44 30,022.96

3/2/2022 68,512.50 1,764.85 66,747.65 30,211.20 579.97 29,631.23 37,116.42 31,046.01

9/2/2022 673,512.50 1,764.85 671,747.65 631,211.20 579.97 630,631.23 41,116.42 78,232.84 33,903.51

3/2/2023 52,631.25 1,764.85 50,866.40 21,556.80 579.97 20,976.83 29,889.57 24,296.22

9/2/2023 687,631.25 1,764.85 685,866.40 638,556.80 579.97 637,976.83 47,889.57 77,779.14 38,375.10

3/2/2024 35,962.50 1,764.85 34,197.65 12,672.00 579.97 12,092.03 22,105.62 17,462.28

9/2/2024 700,962.50 1,764.85 699,197.65 643,672.00 579.97 643,092.03 56,105.62 78,211.24 43,691.23

3/2/2025 18,506.25 1,764.85 16,741.40 3,585.60 579.97 3,005.63 13,735.77 10,544.61

9/2/2025 723,506.25 707,706.26 15,799.99 252,585.60 232,566.69 20,018.91 (4,218.92) 9,516.85 (3,192.78)

6,926,975.00 740,336.38 6,186,638.62 5, 792,880.00 243,289.69 5,549,590.31 637,048.31 637,048.31 554,781.31

Savings Summa!:'[

PV of savings from cash flow 554,781.31

Plus: Refunding funds on hand 787.44

-----Net PV Savings 555,568.75

Nov 4, 2015 10:24 am Prepared by Brandis Tallman LLC

Summary of Refunding Results

City of Morgan Hill

Reassessment District 2015-2 (Madrone Business Park) Series A UMPQUA

Dated Date

Delivery Date

Arbitrage yield

Escrow yield

Value of Negative Arbitrage

Bond Par Amount

True Interest Cost

Net Interest Cost

Ali-In TIC

Average Coupon

Average Life

Weighted Average Maturity

Par amount of refunded bonds

Average coupon of refunded bonds

Average life of refunded bonds

Remaining weighted average maturity of refunded bonds

PV of prior debt to 12/04/2015@ 2.880517%

Net PV Savings

Percentage savings of refunded bonds

Percentage savings of refunding bonds

Page 9

12/4/2015

12/4/2015

2.880517%

5,005,000.00

2.880517%

2.880000%

3.394693%

2.880000%

5.466

5.466

5,220,000.00

5.168404%

6.075

6.075

5,938,470.58

555,568.75

10.643080%

11.100275%