11. Variable Rate Revolving Bond Purchase Agreement — Anaheim City Council, September 27, 2022

W&S Draft-09/16/22
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REVOLVING BOND PURCHASE AGREEMENT
dated as of ____________, 2023
by and among

ANAHEIM PUBLIC FINANCING AUTHORITY
and

CITY OF ANAHEIM
and

THE PURCHASERS PARTY HERETO
and
[JPMORGAN CHASE BANK, NATIONAL ASSOCIATION],
AS PURCHASERS’ REPRESENTATIVE
Relating to
$[___________]

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES [●] (VARIABLE RATE)
i
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TABLE OF CONTENTS

SECTION HEADING PAGE
ARTICLE I DEFINITIONS ....................................................................................................................2 Section 1.01. Certain Defined Terms ..............................................................................2 Section 1.02. Computation of Time Periods .................................................................23 Section 1.03. Construction ............................................................................................23 Section 1.04. Accounting Terms and Determinations...................................................24 Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Financing Documents; Incorporation by Reference .........24 ARTICLE II THE SERIES 2023[●] BONDS.........................................................................................25 Section 2.01. Commitment and Purchase of Series 2023[●] Bonds .............................25 Section 2.02. Required Payments and Repayments ......................................................27 Section 2.03. Optional Prepayment...............................................................................28 Section 2.04. Mandatory Prepayment ...........................................................................29 Section 2.05. Permanent Reduction and Termination of Available Commitment........29 Section 2.06. Interest Elections .....................................................................................29 Section 2.07. Interest.....................................................................................................30 Section 2.08. Alternate Rate of Interest ........................................................................31 ARTICLE III THE AUTHORITY’S OBLIGATIONS...............................................................................34 Section 3.01. Payment Obligations ...............................................................................34 Section 3.02. Default Rate.............................................................................................35 Section 3.03. Interest Rate Limitation...........................................................................35 Section 3.04. Commitment Fees ...................................................................................35 Section 3.05. Taxes .......................................................................................................36 Section 3.06. Obligations Absolute...............................................................................37 Section 3.07. Purchaser Consent to Extension of Commitment ...................................38 Section 3.08. Funding Indemnity ..................................................................................38 Section 3.09. Termination or Reduction Fee.................................................................39 Section 3.10. Increased Costs........................................................................................39 Section 3.11. Break Funding Payments ........................................................................40 ARTICLE IV CONDITIONS PRECEDENT ............................................................................................41 Section 4.01. Conditions Precedent to Closing .............................................................41 Section 4.02. Conditions Precedent to Purchases .........................................................51 Section 4.03. Conditions Precedent to Financing Costs Purchases...............................53 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE AUTHORITY .........................................53 Section 5.01. Existence; Authorization and Validity ....................................................53 Section 5.02. Enforceability ..........................................................................................54 ii
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Section 5.03. Compliance with Laws and Contracts; No Conflict................................54 Section 5.04. No Litigation ...........................................................................................55 Section 5.05. No Event of Default ................................................................................55 Section 5.06. Regulatory Approvals .............................................................................55 Section 5.07. Use of Proceeds of Series 2023[●] Bonds...............................................55 Section 5.08. Representations in Authority Documents................................................56 Section 5.09. Correct Information.................................................................................56 Section 5.10. No Proposed Legal Changes ...................................................................56 Section 5.11. The Trustee..............................................................................................56 Section 5.12. No Sovereign Immunity ..........................................................................56 Section 5.13. Security....................................................................................................56 Section 5.14. Margin Regulations .................................................................................57 Section 5.15. Solvency ..................................................................................................57 Section 5.16. Taxes .......................................................................................................57 Section 5.17. Investment Company Act Status .............................................................57 Section 5.18. Anti-Corruption Laws and Sanctions......................................................57 Section 5.19. Usury .......................................................................................................58 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE CITY ...................................................58 Section 6.01. Existence; Authorization and Validity ....................................................58 Section 6.02. Enforceability ..........................................................................................58 Section 6.03. Compliance with Laws and Contracts; No Conflict................................59 Section 6.04. No Litigation ...........................................................................................59 Section 6.05. No Event of Default ................................................................................59 Section 6.06. Regulatory Approvals .............................................................................59 Section 6.07. Use of Proceeds of Series 2023[●] Bonds...............................................60 Section 6.08. Representations in City Documents ........................................................60 Section 6.09. Correct Information.................................................................................60 Section 6.10. No Proposed Legal Changes ...................................................................60 Section 6.11. No Sovereign Immunity ..........................................................................60 Section 6.12. Security....................................................................................................60 Section 6.13. Margin Regulations .................................................................................60 Section 6.14. Solvency ..................................................................................................61 Section 6.15. Taxes .......................................................................................................61 Section 6.16. Investment Company Act Status .............................................................61 Section 6.17. Anti-Corruption Laws and Sanctions......................................................61 Section 6.18. Usury .......................................................................................................61 ARTICLE VII COVENANTS OF THE AUTHORITY...............................................................................61 Section 7.01. Notice of Default.....................................................................................61 Section 7.02. Compliance With Laws...........................................................................62 Section 7.03. Related Obligations .................................................................................62 Section 7.04. Certain Notices........................................................................................62 Section 7.05. Appointment of Successor Trustee..........................................................63 Section 7.06. Incorporation of Certain Covenants ........................................................63 Section 7.07. Liens, Etc.................................................................................................63 iii
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Section 7.08. Trustee.....................................................................................................63 Section 7.09. Maintenance of Approvals; Filings, Etc..................................................63 Section 7.10. Payment of Other Liabilities ...................................................................63 Section 7.11. Further Assurances..................................................................................63 Section 7.12. Maintenance of Existence; Mergers........................................................63 Section 7.13. Insurance .................................................................................................64 Section 7.14. Disclosure by Purchasers ........................................................................64 Section 7.15. Federal Reserve Regulations...................................................................64 Section 7.16. Issuance of Additional Bonds .................................................................64 Section 7.17. Waiver of Sovereign Immunity...............................................................64 Section 7.18. Authority Documents ..............................................................................64 Section 7.19. Sanctions Laws and Regulations.............................................................64 Section 7.20. Series 2023[●] Bond Ratings, Etc...........................................................65 Section 7.21. Use of Proceeds of Series 2023[●] Bonds...............................................65 Section 7.22. Restriction on Investments in Accounts..................................................65 ARTICLE VIII COVENANTS OF THE CITY.........................................................................................65 Section 8.01. Notice of Default.....................................................................................65 Section 8.02. Compliance With Laws...........................................................................66 Section 8.03. Related Obligations .................................................................................66 Section 8.04. Certain Notices........................................................................................66 Section 8.05. Appointment of Successor Manager .......................................................66 Section 8.06. Incorporation of Certain Covenants ........................................................66 Section 8.07. Liens, Etc.................................................................................................67 Section 8.08. Manager...................................................................................................67 Section 8.09. Maintenance of Approvals; Filings, Etc..................................................67 Section 8.10. Payment of Other Liabilities ...................................................................67 Section 8.11. Further Assurances..................................................................................67 Section 8.12. Maintenance of Existence; Mergers........................................................67 Section 8.13. Insurance .................................................................................................67 Section 8.14. Disclosure by Purchasers ........................................................................68 Section 8.15. Federal Reserve Regulations...................................................................68 Section 8.16. Waiver of Sovereign Immunity...............................................................68 Section 8.17. City Documents.......................................................................................68 Section 8.18. Sanctions Laws and Regulations.............................................................68 Section 8.19. Use of Proceeds of Series 2023[●] Bonds...............................................69 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES .........................................................................69 Section 9.01. Events of Default.....................................................................................69 Section 9.02. Consequences of an Event of Default .....................................................72 Section 9.03. Remedies Cumulative; Solely for the Benefit of Purchasers and Series 2023[●] Bondowners....................................................................73 Section 9.04. Waivers or Omissions .............................................................................73 Section 9.05. Discontinuance of Proceedings ...............................................................73 ARTICLE X INDEMNIFICATION ........................................................................................................73 iv
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Section 10.01. Indemnification .......................................................................................73 Section 10.02. Liability of the Purchasers.......................................................................74 Section 10.03. Survival ...................................................................................................75 ARTICLE XI MISCELLANEOUS ........................................................................................................75 Section 11.01. Patriot Act Notice....................................................................................75 Section 11.02. Further Assurances..................................................................................75 Section 11.03. Amendments and Waivers.......................................................................76 Section 11.04. No Implied Waiver; Cumulative Remedies ............................................77 Section 11.05. Notices.....................................................................................................78 Section 11.06. No Third-Party Rights.............................................................................79 Section 11.07. Severability..............................................................................................79 Section 11.08. Governing Law; Waiver of Jury Trial; Jurisdiction ................................79 Section 11.09. Prior Understandings...............................................................................80 Section 11.10. Duration...................................................................................................80 Section 11.11. Counterparts ............................................................................................80 Section 11.12. Successors and Assigns...........................................................................80 Section 11.13. Headings..................................................................................................83 Section 11.14. Acknowledge and Appointment as the Calculation Agent .....................83 Section 11.15. Electronic Signatures...............................................................................83 Section 11.16. Arm’s Length Transaction.......................................................................83

EXHIBITS
EXHIBIT A – FORM OF REQUEST FOR PURCHASE
EXHIBIT B – FORM OF STANDING FINANCING COSTS PURCHASE REQUEST EXHIBIT C – FORM OF INTEREST ELECTION REQUEST
EXHIBIT D – FORM OF SOLVENCY CERTIFICATE
EXHIBIT E – FORM OF INVESTOR LETTER
EXHIBIT F – DESCRIPTION OF PROJECT

SCHEDULES
SCHEDULE I – MONTHLY DRAW SCHEDULE
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REVOLVING BOND PURCHASE AGREEMENT
This REVOLVING BOND PURCHASE AGREEMENT, dated as of ____________, 2023 (as amended, modified or restated from time to time, this “Agreement”), is entered into by and among ANAHEIM PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), CITY OF ANAHEIM, a municipal corporation and charter city duly organized and existing under and by virtue of its charter and the Constitution and laws of the State of California (the “City”), THE PURCHASERS PARTY HERETO, and [JPMORGAN CHASE BANK, NATIONAL ASSOCIATION], as Purchasers’ Representative.

RECITALS
WHEREAS, the Authority and the City desire to finance the costs of the acquisition, construction, installation and/or equipping of certain capital improvement projects of the City; WHEREAS, in order to finance the Project, the City will lease certain Property to the Authority pursuant to the Ground Lease, and the City will sublease such Property back from the Authority pursuant to the Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance certain costs of the Project through the issuance by the Authority of its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●], in the aggregate principal amount of $[_____________] (the “Series 2023[●] Bonds”) pursuant to the Indenture, which are payable from the Base Rental Payments to be made by the City under the Lease Agreement;
WHEREAS, simultaneously with the issuance of the Series 2023[●] Bonds, the Authority is issuing its Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series [●], in the aggregate principal amount of $[__________] (the “Series 2023[●] Bonds” and, together with the Series 2023[●] Bonds, the “Series 2023 Bonds”) pursuant to the Indenture, in order to finance certain costs of the Project; WHEREAS, all rights to receive the Base Rental Payments and other Lease Revenues have been assigned without recourse by the Authority to the Trustee pursuant to the Assignment Agreement, executed and delivered in connection with the issuance of the Series 2023 Bonds;
WHEREAS, the Series 2023 Bonds will be payable equally and ratably from the Base Rental Payments;
WHEREAS, the Purchasers (as hereinafter defined) have agreed, severally and not jointly, to purchase the Series 2023[●] Bonds when issued from time to time in accordance with the terms hereof and the terms of the Indenture, and as a condition to the purchase of the Series 2023[●] Bonds, the Purchasers have required the Authority and the City to enter into this Agreement;
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WHEREAS, in order to provide for the authentication and delivery of the Series 2023[●] Bonds, to establish and declare the terms and conditions upon which the Series 2023[●] Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Agreement and the ______ Supplemental Indenture; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Parties are now duly authorized to execute and enter into this Agreement.

Now, THEREFORE, to induce the Purchaser to purchase the Series 2023[●] Bonds, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Certain Defined Terms. In addition to the terms defined in the recitals and elsewhere in this Agreement, the following terms shall have the following meanings:
“ABR”, when used in reference to any Series 2023[●] Bond or Purchase, refers to whether such Series 2023[●] Bond, or the Series 2023[●] Bonds comprising such Purchase, bear interest at a rate determined by reference to the Alternate Base Rate. “ABR Bond” means a Series 2023[●] Bond that bears interest at a rate based on the Adjusted ABR Rate.
“ABR Purchase” means, as to any Purchase, the ABR Bond comprising such Purchase. “Act” means the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code, and other applicable laws of the State of California.
“Account Collateral” has the meaning set forth in the Accounts Agreement. “Accounts Agreement” means the Accounts Agreement, dated as of ___________, 2023, by and among the Authority, the City, the Manager, the Trustee, and the Accounts Bank. “Accounts Bank” means Pacific Premier Bank, a California state-chartered banking corporation, and each other Accounts Bank (if any) appointed pursuant to the terms of the Accounts Agreement.
“Additional Bonds” means Bonds, other than the Series 2023 Bonds being issued on the Closing Date, issued in accordance with the provisions of the Indenture. 3 AmericasActive:17009278.8
“Adjusted ABR Rate” means an interest rate per annum equal (a) the Alternate Base Rate, plus (b) [_______%].
“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%, plus (c) [______%]; provided that if the Adjusted Daily Simple SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%, plus (c) [_______%]; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For purposes of this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; and the terms “Controlling” and “Controlled” have meanings correlative thereto. “Agreement” has the meaning set forth in the introductory paragraph hereof. “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, and (b) the NYFRB Rate in effect on such day plus 0.5%.

Any change in the Alternate Base Rate due to a change in the Prime Rate or the NYFRB Rate shall be effective from and including the effective date of such change in the Prime Rate or the NYFRB Rate, respectively. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.
“Annual Operating Budget” means the budget prepared by the Manager and provided to the City for its review and approval, which shall be comprised of a proposed business plan, rate schedule, necessary Reserves (as defined in the Management Agreement), operating budget and five-year capital improvement plan for the Arena during the Operating Year which commenced on the prior July 1 and will end on the following June 30, containing projections of estimated income and expenses and estimated Arena profit on a monthly and yearly basis.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Authority or the City from time to time concerning or relating to bribery or corruption.
“Applicable Law” means, collectively, (a) all international, foreign, federal, state and local constitutions, statutes, treaties, rules, guidelines, regulations, orders, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority; and (b) all 4 AmericasActive:17009278.8
applicable provisions of all (i) Governmental Approvals and (ii) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators. “Applicable Rate” means (a) with respect to any Term Benchmark Purchase, the Adjusted Term SOFR Rate, (b) with respect to any RFR Purchase, the Adjusted Daily Simple SOFR, or (c) with respect to any ABR Purchase, the Adjusted ABR Rate, as applicable. “Arena” means the approximate 19,000 seat arena and the Beneficial Interests currently known as the Honda Center located at 2695 East Katella Avenue, Anaheim, California and situated on the Land.
“Architect Agreement” means [______________].
“Assignment Agreement” means the Assignment Agreement, dated as of __________, 2023, by and between the Authority and the Trustee.
“Authority” has the meaning set forth in the introductory paragraph hereof. “Authority Documents” has the meaning set forth in Section 5.01(a) (Existence; Authorization and Validity).
“Authorized Denominations” means [$100,000] and any [$1,000] integral multiple thereof.
“Authorized Officer of the Authority” means [______________]. “Authorized Officer of the City” means [______________]. “Available Commitment” means, on any date, an amount equal to $[__________], such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the principal amount of any Series 2023[●] Bond purchased by the Purchasers pursuant to the terms hereof; (b) upward in an amount equal to the principal amount of any Series 2023[●] Bond paid by the Authority pursuant to the terms of Section 2.01 (Commitment and Purchase of Series 2023[●] Bonds); and (c) downward to zero upon the Commitment Expiration Date. “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.08(e) (Alternate Rate of Interest).
“Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the Commitment Expiration Date. 5 AmericasActive:17009278.8
“Base Rental Payments” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 (Base Rental Payments) of the Lease Agreement. “Benchmark” means, initially, with respect to any (i) RFR Bond, the Daily Simple SOFR or (ii) Term Benchmark Bond, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.08(b) (Alternate Rate of Interest).
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Calculation Agent for the applicable Benchmark Replacement Date:
(1) the Adjusted Daily Simple SOFR;
(2) the sum of: (a) the alternate benchmark rate that has been selected by the Calculation Agent and the Authority as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the ______ Supplemental Indenture. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Calculation Agent and the Authority for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Bond, any technical, 6 AmericasActive:17009278.8
administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of requests for purchase or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Calculation Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Calculation Agent in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Calculation Agent decides is reasonably necessary in connection with the administration of this Agreement and the ______ Supplemental Indenture).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination, and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) 7 AmericasActive:17009278.8
announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under the ______ Supplemental Indenture in accordance with Section 2.08 (Alternate Rate of Interest), and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under the ______ Supplemental Indenture in accordance with Section 2.08 (Alternate Rate of Interest).
“Beneficial Interests” means collectively: (a) the 2021 Parking Easement; (b) the Loading Dock Easement Agreement; and (c) each other easement or other agreement recorded in the Official Records of The Orange County Clerk-Recorder’s Office, the provisions of which are intended to benefit the Land.
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“Bond Counsel” means Stradling Yocca Carlson & Rauth, a Professional Corporation or such other counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City.
“Bonds” means the Series 2023A Bonds, the Series 2023B Bonds and any Additional Bonds issued under the Indenture.
“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided, that, in relation to RFR Bonds and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Bond, or any other dealings of such RFR Bond, any such day that is only an U.S. Government Securities Business Day.
“Calculation Agent” means JPMorgan Chase Bank, National Association and its permitted successors and assigns.
“CFD” means the Community Facilities District.
“CFD Consultant” means an independent consultant appointed by the City and approved by the Manager and JPM, such approval not to be unreasonably withheld, conditioned or delayed. “Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) compliance by the Purchaser (or, by any lending office of the Purchaser or by the Purchaser’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented. “City” has the meaning set forth in the introductory paragraph hereof. “City Documents” has the meaning set forth in Section 6.01(a) (Existence; Authorization and Validity).
“Closing Date” means [_________,] 2023, subject to the satisfaction or waiver by the Purchaser of the conditions precedent set forth in Section 4.01 (Conditions Precedent to Closing). “CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
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“Collateral” means, collectively, all tangible and intangible property, real and personal, of the Authority, the City and the Manager that is used in connection with the operation of the Property and is or purports to be the subject of a Lien granted to the Trustee (for the benefit of the Owners of the Bonds) to secure the whole or any part of the Secured Obligations under the Collateral Documents, and shall include, without limitation, to the extent set forth in the Collateral Documents, all casualty insurance proceeds and condemnation awards with respect to any of the foregoing. “Collateral Documents” means, collectively, (a) the Indenture (including any Supplemental Indenture thereto), (b) the Assignment Agreement, (c) the Accounts Agreement, (d) the Lease Agreement, (e) the Security Agreement, (f) the Consents to Collateral Assignment, (g) the Non-Relocation Agreement, (h) the Recognition and Acknowledgment Agreement, [(i) the Landlord Estoppel Certificate (Site Lease),] [(j) the Landlord Estoppel Certificate (Ground Lease),] [(k) the Landlord Estoppel Certificate (Lease Agreement),] and (l) all other instruments, documents and agreements (including any deposit account control agreements, blocked account control agreements or securities account control agreements, as applicable) delivered pursuant to this Agreement or any of the other Financing Documents. “Commitment” means the agreement of the Purchasers pursuant to Section 2.01 (Commitment and Purchase of Series 2023[●] Bonds) to purchase Series 2023[●] Bonds up to the Available Commitment from time to time in effect, subject to the terms and conditions set forth herein, for the account of the Authority.
“Commitment Expiration Date” means the earliest to occur of (a) [_________, 20___1], as the same may be extended from time to time in accordance with the terms hereof, (b) the date on which the Purchasers provide notice to the Trustee and the Authority that the Available Commitment and the Commitment have terminated pursuant to Section 9.02(c) (Consequences of an Event of Default) as the result of the occurrence of an Event of Default, and (c) the date on which the Commitment and Available Commitment are otherwise terminated or reduced to zero in accordance with the terms hereof.
“Commitment Fee Rate” means, for any day, [_______%] per annum. “Construction Account” has the meaning set forth in the Indenture. “Construction Budget” means the comprehensive budget for Project Costs relating to the Project, which separately identifies all Project Costs (including contingencies) and a drawdown schedule by cost category, and which, for the avoidance of doubt, shall include all Project Costs. “Construction Disbursement Agreement” means the Construction Disbursement Agreement dated as of __________, 2023, by and among the Manager, the Construction Monitor, the Trustee [and JPMorgan Chase Bank, National Association, in its capacity as the Purchasers’ Representative].
“Construction Monitor” means [BTY Group], or any other independent engineering firm selected by JPM and approved by the Manager, such approval not to be unreasonably withheld, 1 NTD: Insert the third anniversary of the Closing Date. 10 AmericasActive:17009278.8
conditioned or delayed.
“Construction Report” means any construction report of the Construction Monitor provided to the Purchasers and the Trustee (for delivery to the Owners of the Bonds), as any such report may be amended, modified, or supplemented by the Construction Monitor from time to time.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. “Covenant Agreement” means the Covenant Agreement, dated as of __________, 2023, by and between the Manager and the Trustee.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Authority.
“Date of Purchase” means each date of purchase of the applicable Series 2023[●] Bonds pursuant to the terms and conditions of this Agreement as established pursuant to Section 2.02 (Series 2023[●] Bond Detail).
“DBRS” means DBRS, Inc.
“Debt” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under capital leases, (e) all obligations of such Person to purchase securities (or other assets) that arise out of or in connection with the sale of the same or substantially similar securities or assets, (f) all obligations of such Person to reimburse any bank or any other Person in respect of amounts paid under a letter of credit or any other similar instrument, (g) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (h) all Guarantees by such Person of Debt of other Persons.
“Debt Service Loans” has the meaning set forth in the Accounts Agreement. “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. “Default Rate” means, for any day, a rate of interest per annum equal to (a) with respect 11 AmericasActive:17009278.8
to any Series 2023[●] Bonds accruing interest at the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR through the last day of the applicable Interest Period, the applicable Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR plus 2% and (b) thereafter, the Adjusted ABR Rate plus 2%.
“Development Agreement” means the Development Agreement No. __, dated ____________, 202_, between the City and Anaheim Real Estate Partners, LLC (an Affiliate of the Manager).
“Development Documents” means, collectively, (a) the Development Agreement, (b) the Architect Agreement, (c) [Performance Bonds], and (d) [_____________]. “Dollars”, “dollars” or “$” refers to lawful money of the United States of America. “Event of Default” has the meaning set forth in Section 9.01 (Events of Default). “Excluded Taxes” means, with respect to any Purchaser or any Series 2023[●] Bondowner, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such Purchaser or such Series 2023[●] Bondowner is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Authority is located.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and the ______ Supplemental Indenture. “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Fee Letter” means the fee letter, dated as of __________, 2023, by and between the Manager and JPM, pursuant to which the Manager agrees to pay (a) the actual costs of the Construction Monitor (which may, at the request of JPM, be paid to JPM as a reimbursement for amounts paid by JPM to the Construction Monitor), and (b) a fee to cover the costs of JPM’s commercial real estate loan administration division, in an amount not to exceed $[_______] payable on the Closing Date, plus $[_____] for each month that construction of any portion of the Project shall remain outstanding after [Month, Year].
“Final Completion” has the meaning set forth in the Covenant Agreement. “Financing Costs” means interest, fees, costs, expenses and other amounts incurred in connection with this Agreement and the other Financing Documents, which may include, but are not limited to, commitment fees, Reduction Fees and Termination Fees, fees and charges of the Purchasers and the Calculation Agent, fees and expenses of the CFD Consultant, legal fees and 12 AmericasActive:17009278.8
charges, professional consultants’ fees, premiums and other costs, charges and fees, including those incurred by the Authority in connection with the foregoing. “Financing Costs Purchase” means a Purchase made in accordance with Section 2.01(c) (Financing Costs Purchases).
“Financing Documents” means, collectively, this Agreement, the Series 2023[●] Bonds, the Collateral Documents, the Construction Disbursement Agreement, the Site Lease, the Ground Lease, the Management Agreement, the Covenant Agreement, the NHL Team Agreement, the Fee Letter, and all certificates and other documents related thereto or executed in connection therewith. “______ Supplemental Indenture” means the _____ Supplemental Indenture, dated as of __________, 2023, by and among the Authority, the City and the Trustee relating to the Series 2023A Bonds.
“______ Supplemental Indenture” means the _____ Supplemental Indenture, dated as of __________, 2023, by and among the Authority, the City and the Trustee relating to the Series 2023B Bonds.
“Fitch” means Fitch Ratings, Inc.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be [__]%.
“Force Majeure Event” means any act, event or condition (except, in each case, for the payment of money) which is beyond the reasonable control of the party asserting the Force Majeure (defined below), which wholly or partially prevents or delays the performance of any of the duties, responsibilities or obligations of the party asserting the Force Majeure. The term “Force Majeure” shall include, but not be limited to, an act of God; an act of the public enemy; civil disturbance or unrest; lawsuits; injunctions; lightning; fire, explosion or other serious casualty; terrorist attack; strike, lock-out or labor dispute other than a Work Stoppage; accident or sabotage; unusually severe weather (including, but not limited to, hurricane, earthquake, tornado, landslide or flood); war (whether declared or not); condemnation or taking by the action of any governmental body on behalf of any public, quasi-governmental or private entity; other governmental action or change in law; or shortages or failures of sources of labor, material, energy, fuel, equipment or transportation.
“GAAP” means generally accepted accounting principles in effect from time to time in the United States applied on a consistent basis.
“Governmental Approval” means any approval, authorization, permit, license, directive, consent order or consent decree of or from any Governmental Authority. “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, 13 AmericasActive:17009278.8
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Ground Lease” means the Ground Lease, dated as of __________, 2023, by and between the City, as lessor, and the Authority, as lessee.
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
“Indemnified Taxes” means Taxes other than Excluded Taxes. “Indemnitee” has the meaning set forth in Section 10.01(a) (Indemnification). “Indenture” means the Master Indenture, dated as of __________, 2023, by and among the Authority, the City and the Trustee, as supplemented by the _______ Supplemental Indenture and the _______ Supplemental Indenture, and as it may be further amended or supplemented from time to time by any Supplemental Indenture.
“Initial Purchase” means the initial purchase of Series 2023[●] Bonds made by the Purchasers on the Closing Date.
“Insurance and Condemnation Proceeds” has the meaning set forth in the Indenture. “Insurance Broker” means Arthur J. Gallagher & Co.
“Insurance Report” means an insurance report of the Insurance Broker. “Interest Election Request” means a request by the Authority to convert or continue a Revolving Purchase in accordance with Section 2.07 (Interest Elections), which shall be substantially in the form of Exhibit C (Form of Interest Election Request), or any other form approved by the Purchasers’ Representative.
“Interest Payment Date” means (a) with respect to any ABR Bond, the last day of each March, June, September and December and the Maturity Date, (b) with respect to any RFR Bond, (1) each date that is on the numerically corresponding day in each calendar month that is one month after the Purchase of such RFR Bond (or, if there is no such numerically corresponding day in such 14 AmericasActive:17009278.8
month, then the last day of such month) and (2) the Maturity Date, and (c) with respect to any Term Benchmark Bond, the last day of each Interest Period applicable to the Purchase of which such Term Benchmark Bond is a part and, in the case of a Term Benchmark Purchase with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date.
“Interest Period” means with respect to any Term Benchmark Purchase, the period commencing on the date of such Purchase and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Series 2023[●] Bond), as the Authority may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no tenor that has been removed from this definition pursuant to Section 2.08(e) (Alternate Rate of Interest) shall be available for specification in such Request for Purchase or Interest Election Request. For purposes hereof, the date of a Purchase initially shall be the date on which such Purchase is made and thereafter shall be the effective date of the most recent conversion or continuation of such Series 2023[●] Bond. “Investor Letter” has the meaning set forth in Section 11.12(c) (Sales and Transfers by Series 2023[●] Bondowner to a Non-Purchaser Transferee). “JPM” means JPMorgan Chase Bank, National Association and its permitted successors and assigns.
“Land” has the meaning set forth in the Lease Agreement. [“Landlord Estoppel Certificate (Ground Lease)” means the Landlord Estoppel Certificate (Ground Lease), dated as of ___________, 2023, by and between the City and the Trustee, relating to the Ground Lease.]
[“Landlord Estoppel Certificate (Lease Agreement)” means the Landlord Estoppel Certificate (Lease Agreement), dated as of ___________, 2023, by and between the Authority and the Trustee, relating to the Lease Agreement.]
[“Landlord Estoppel Certificate (Site Lease)” means the Landlord Estoppel Certificate (Site Lease), dated as of ___________, 2023, by and between the Additional Project Property Owner and the Trustee, relating to the Site Lease.]
“Lease Agreement” means the Lease Agreement, dated as of __________, 2023, by and between the Authority, as lessor, and the City, as lessee. “Lease Revenues” has the meaning set forth in the Indenture. 15 AmericasActive:17009278.8
“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). “Majority Series 2023[●] Bondowner(s)” means at any time the Owners of the Series 2023[●] Bonds with a majority of the aggregate principal amount of Series 2023[●] Bonds at the time outstanding. [As of the Closing Date, JPMorgan Chase Bank, National Association is the Majority Series 2023[●] Bondowner.]
“Management Agreement” means the Amended and Restated Facility Management Agreement, dated as of ___________, 202_, between the City and the Manager. “Manager” means Anaheim Arena Management, LLC.
“Manager Documents” means, collectively, the Management Agreement, the Accounts Agreement, the Covenant Agreement, the Security Agreement, the Consents to Collateral Assignment, the NHL Team Agreement, the Naming Rights Agreement, the Development Documents, the Site Lease, [the Landlord Estoppel Certificate (Site Lease),] the Recognition and Acknowledgment Agreement, the Fee Letter, [add any other AAM agreements], and all certificates and other documents related thereto or executed in connection therewith. “Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.
“Material Adverse Effect” means a material adverse effect on: (a) the ability of the Authority to perform its obligations under any Authority Document; (b) the ability of the City to perform its obligations under any City Document; (c) the ability of the Manager or TeamCo to perform its obligations under any Transaction Document to which it is a party; (d) the business, assets, operations, prospects or condition, financial or otherwise, of the Manager; (e) the legality, validity, binding effect or enforceability against the Authority or the City of any Authority Document or any City Document, respectively; or (f) the rights, interests, security or remedies of the Trustee, any Purchaser or any other Series 2023[●] Bondowner under this Agreement or any other Financing Document.
“Maturity Date” means [_________, [2028]].
“Maximum Rate” has the meaning set forth in Section 3.03 (Maximum Interest Rate). “Monthly Draw Schedule” means the monthly draw schedule set forth on Schedule I (Monthly Draw Schedule) for Project Costs with respect to the Purchases to be made by the Purchaser at the Closing Date and at each subsequent Date of Purchase. “Moody’s” means Moody’s Investors Service, Inc.
“1933 Act” means the Securities Act of 1933, as amended. 16 AmericasActive:17009278.8
“Naming Rights Agreement” means [______________].
“Net Proceeds” means [___________].
“NHL Team Agreement” means the amended and restated letter agreement, dated as of ____________, 2023, by and between the Manager and TeamCo. “Non-Purchaser Transferee” has the meaning set forth in Section 11.12(c) (Sales and Transfers by Series 2023[●] Bondowner to a Non-Purchaser Transferee). “Non-Relocation Agreement” means the Non-Relocation Agreement, dated as of ____________, 2023, by and between TeamCo and the Trustee. “NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Calculation Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Obligations” means all amounts payable by the Authority and the City, and all other liabilities and obligations of the Authority and the City, under the Series 2023[●] Bonds, this Agreement and the other Financing Documents, whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent (including, without limitation, (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts arising this Agreement and the other Financing Documents and (b) any amounts to reimburse the Purchasers and the Series 2023[●] Bondowners for any advances or expenditures by it under any of such documents).
“Operating Year” means, the period from July 1 of each calendar year to June 30 of the following calendar year, except that the final Operating Year shall terminate on the last day of the term of the Management Agreement.
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, this Agreement or any other Financing Document. “Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.- managed banking offices of depository institutions, as such composite rate shall be determined by 17 AmericasActive:17009278.8
the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books in accordance with the Indenture. “Parties” means, collectively, the Authority, the City and the Purchaser, and “Party” means any of them.
“Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“Permitted Investments” has the meaning set forth in the Indenture. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Pledged Accounts” has the meaning set forth in the Accounts Agreement. “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Calculation Agent) or any similar release by the Federal Reserve Board (as determined by the Calculation Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Principal Payment Date” has the meaning set forth in Section 2.03(b) (Required Principal Payment of Series 2023[●] Bonds).
“Project” means the acquisition, construction and/or installation of the improvements, facilities and equipment described in Exhibit F (Description of Project) to the Indenture, and such other capital facilities that may be financed from proceeds of Additional Bonds as set forth in a Supplemental Indenture.
“Project Costs” has the meaning set forth in the Accounts Agreement. “Property” has the meaning set forth in the Lease Agreement. “Purchase” means each purchase made by the Purchasers (i) pursuant to Section 2.01(b) (Purchases) in accordance with the Monthly Draw Schedule, or (ii) pursuant to Section 2.01(c) (Financing Costs Purchases).
“Purchaser(s)” means JPMorgan Chase Bank, National Association and other institutional investors and their respective successors and assigns, and upon the receipt from time to time by 18 AmericasActive:17009278.8
the Trustee and the Authority of a notice described in Section 11.12 (Successors and Assigns) from time to time means the Person designated in such notice as the Transferee, as more fully provided in Section 11.12.
“Purchasers’ Representative” means [JPMorgan Chase Bank, National Association] and its successors and assigns.
“Purchaser Affiliate” means any Purchaser and any Affiliate of the Purchaser. “Purchaser Transferee” has the meaning set forth in Section 11.12(b) (Sales and Transfers by Series 2023[●] Bondowner to a Purchaser Transferee). “Purchaser’s Office” means each Purchaser’s address and, as appropriate, the account as set forth in Section 11.05 (Notices), or such other address or account as each Purchaser may from time to time specify by written notice to the Authority and the City. “Rating Agency” means any of DBRS, S&P, Moody’s and/or Fitch, as context may require.
“Recognition and Acknowledgment Agreement” means the Recognition and Acknowledgment Agreement, dated as of ___________, 2023, from the City, as acknowledged and agreed to by the Trustee and the Manager, relating to the Management Agreement. “Reduction Fee” means an amount equal to the product of (a) the Unutilized Commitment Fee Rate in effect on the date of the permanent reduction of the Commitment pursuant to Section 2.06 (Permanent Reduction and Termination of Available Commitment); (b) the difference between (i) the Available Commitment (without regard to temporary reductions thereto subject to reinstatement upon repayment of Series 2023[●] Bonds) prior to such reduction and (ii) the Available Commitment (without regard to temporary reductions thereto subject to reinstatement upon repayment of Series 2023[●] Bonds) after the reduction; and (c) a fraction, the numerator of which is equal to the number of days from and including the date of such reduction to and including the Commitment Expiration Date, and the denominator of which is 360. “Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2) Business Days preceding the date of such setting, (b) if the RFR for such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to such setting, or (c) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Calculation Agent in its reasonable discretion.
“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof. “Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof. “Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof. 19 AmericasActive:17009278.8
“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof. “Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. “Relevant Rate” means (a) with respect to any Term Benchmark Purchase, the Adjusted Term SOFR Rate or (b) with respect to any RFR Purchase, the Adjusted Daily Simple SOFR, as applicable.
“Request for Purchase” means (a) any request for the purchase of a Series 2023[●] Bond or Series 2023[●] Bonds made by the Authority to the Purchasers’ Representative (other than a Financing Costs Purchase) in accordance with Section 2.01(b) (Purchases), in the form of Exhibit A (Form of Request for Purchase) hereto with such insertions and deletions as are satisfactory to the Purchasers’ Representative in its reasonable discretion, executed and delivered on behalf of the Authority by the manual or facsimile signatures of any Authorized Officer of the Authority; or (b) a Standing Financing Costs Purchase Request executed and delivered on behalf of the Authority by the manual or facsimile signatures of any Authorized Officer of the Authority. “Required Bond Owners” means at any time (a) the Series 2023[●] Bondowners, and (b) the Owners of at least 50.1% in aggregate principal amount of all other Bonds then Outstanding. [As of the Closing Date, JPMorgan Chase Bank, National Association is the Series 2023[●] Bondowner.]
“Revolving Bond” means a Series 2023[●] Bond made pursuant to Section 2.01(d) (Requests for Purchase).
“Revolving Purchase” means Revolving Bonds of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Bonds, as to which a single Interest Period is in effect.
“RFR Bond” means a Series 2023[●] Bond that bears interest at a rate based on the Adjusted Daily Simple SOFR.
“RFR Purchase” means, as to any Purchase, the RFR Bond comprising such Purchase. “S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea[, Russia] and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.

Department of the Treasury, or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or 20 AmericasActive:17009278.8
Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.

Department of State.
“Scheduled Completion Date” means the scheduled date for Final Completion, which shall be no later than [__________, 20__].
“Secured Obligations” has the meaning set forth in the Accounts Agreement. “Security Agreement” means the Pledge and Security Agreement, dated as of ____________, 2023, by and between the Manager and the Trustee. “Series 2023 Bonds” has the meaning set forth in the recitals hereof. “Series 2023A Bonds” has the meaning set forth in the recitals hereof. “Series 2023B Bonds” has the meaning set forth in the recitals hereof. “Series 2023[●] Bondowner(s)” means each Purchaser and each Purchaser Transferee or Non-Purchaser Transferee pursuant to Section 11.12 (Successors and Assigns) so long as such Purchaser Transferee or Non-Purchaser Transferee is an owner of any Series 2023[●] Bond or Series 2023[●] Bonds.
“Series 2023[●] Debt Service Reserve Account” has the meaning set forth in the Master Indenture.
“Series 2023[●] Debt Service Reserve Requirement” has the meaning set forth in the Master Indenture.
“Series 2023[●] Work Stoppage Reserve Account” has the meaning set forth in the Accounts Agreement.
“Series 2023[●] Work Stoppage Reserve Requirement” has the meaning set forth in the Accounts Agreement.
“Site Lease” means the Site Lease, dated as of __________, 2023, by and between TS Anaheim, LLC (the “Additional Project Property Owner”), as landlord, and the City, as tenant. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
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“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”. “Solvency Certificate” means a Solvency Certificate of a senior financial officer of the Manager substantially in the form attached hereto as Exhibit D (Form of Solvency Certificate). “Solvent” means, with respect a Person, that as of the date of determination, (a) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets (including the present fair saleable value of the collateral securing the loans of such Person); (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date or with respect to any transaction contemplated to be undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). “Specifications” means the drawings, plans and specifications for the Development which have been supplied to the Purchaser and the Construction Monitor as a condition precedent under this Agreement to the Closing Date, as they may be amended in accordance with this Agreement. “Standing Financing Costs Purchase Request” means a standing request by the Authority for Financing Costs Purchases in accordance with Section 2.01(c) (Financing Costs Purchases), which shall be in the form of Exhibit B (Form of Standing Financing Costs Purchase Request), or any other form approved by the Purchasers’ Representative. “Structuring Fee” means a structuring fee equal to [_______%] of the aggregate principal amount of the Series 2023[●] Bonds.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “TeamCo” means Anaheim Ducks Hockey Club, LLC.
“Term Benchmark” when used in reference to any Series 2023[●] Bond or Purchase, refers to whether such Series 2023[●] Bond, or the Series 2023[●] Bonds comprising such Purchase, bear interest at a rate determined by reference to the Adjusted Term SOFR Rate. “Term Benchmark Bond” means a Series 2023[●] Bond that bears interest at a rate based on the Adjusted Term SOFR Rate.
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“Term Benchmark Purchase” means, as to any Purchase, the Term Benchmark Bond comprising such Purchase.
“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.
“Term SOFR Rate” means, with respect to any Term Benchmark Purchase and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Purchase denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Calculation Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.
“Termination Fee” means an amount equal to the product of (a) the Unutilized Commitment Fee Rate in effect on the date of termination of the Commitment, (b) the Available Commitment (without regard to temporary reductions thereto subject to reinstatement upon repayment of Series 2023[●] Bonds) as of the date of such termination, and (c) a fraction, the numerator of which is equal to the number of days from and including the date of termination to and including the Commitment Expiration Date, and the denominator of which is 360. “Transaction Documents” means, individually or collectively, as the context may require, the Financing Documents and the Development Documents.
“Trustee” means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee under the Indenture, appointed as provided therein. “Type”, when used in reference to any Series 2023[●] Bond or Purchase, refers to whether the rate of interest on such Series 2023[●] Bond, or on the Series 2023[●] Bonds comprising such Purchase, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR, or the Adjusted ABR Rate.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. 23 AmericasActive:17009278.8
“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time in the State of California; provided, that if, by reason of mandatory provisions of law, the validity, perfection, priority and/or enforcement of any security interest granted or intended to be granted under any Financing Document is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of California, then, as to the validity, perfection, priority and/or enforcement (as applicable) of such security interest, “Uniform Commercial Code” and “UCC” means the Uniform Commercial Code in effect in such other jurisdiction.
“United States” means the United States of America.
“Upfront Fee” means an upfront fee equal to [_______%] of the aggregate principal amount of the Series 2023[●] Bonds.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

Section 1.02. Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. All references to time of day herein are references to New York, New York time, unless otherwise specifically provided.

Section 1.03. Construction.
(a) Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The word “including” shall be deemed to mean “including but not limited to” and “or” has the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b) The Section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. (c) Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Series 2023[●] Bonds, shall also include any such bonds issued in substitution therefor pursuant to the terms of the Indenture. (d) A reference to a Person includes its successors and permitted assigns to the extent permitted and in accordance with the terms of the Financing Documents. 24 AmericasActive:17009278.8
(e) A reference to an Applicable Law includes any amendment or modification to such Applicable Law, and all regulations, rulings and other Applicable Law promulgated under such Applicable Law.
(f) Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Section 1.04. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of any financial statements referred to in this Agreement and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement including, without limitation, a recharacterization of operating leases to the effect that certain operating leases are to be treated as capital leases, any of the Parties may by notice to the other Parties, require that the Parties negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Authority or the City, as applicable, shall be the same as if such change had not been made. No delay by any Party in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.04, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles.

Section 1.05. Relation to Other Documents; Acknowledgment of Different Provisions of Financing Documents; Incorporation by Reference. (a) Nothing in this Agreement shall be deemed to amend, or relieve the Authority or the City of its obligations under, any Financing Document to which it is a party. (b) Except as provided in Section 1.05(c) below, all references to other documents shall be deemed to include all amendments, modifications, and supplements thereto to the extent such amendment, modification, or supplement is made in accordance with the provisions of such document, this Agreement and the Indenture.
(c) All provisions of this Agreement making reference to specific Sections of any Financing Document shall be deemed to incorporate such Sections into this Agreement by reference as though specifically set forth herein (with such changes and modifications as may be herein provided) and shall continue in full force and effect with respect to this Agreement notwithstanding payment of all amounts due under or secured by the Financing Documents, the termination or defeasance thereof or any amendment thereto or any waiver given in connection therewith, so long as this Agreement is in effect and until all Obligations are paid in full. No 25 AmericasActive:17009278.8
amendment, modification, consent, waiver or termination with respect to any of such Sections shall be effective as to this Agreement until specifically agreed to in writing by the Parties with specific reference to this Agreement.

ARTICLE II
THE SERIES 2023[●] BONDS
Section 2.01. Commitment and Purchase of Series 2023[●] Bonds. (a) Closing. On the Closing Date, the Authority shall satisfy the conditions set forth in Article IV (Conditions Precedent). Upon satisfaction of such conditions, the Commitment will become effective and, subject to the terms and conditions hereof, each Purchaser agrees, severally and not jointly, to purchase Series 2023[●] Bonds in a principal amount not exceeding such Purchaser’s Commitment and subject to an aggregate amount not to exceed the Available Commitment, before the Commitment Expiration Date. One or more fully registered Series 2023[●] Bonds in the aggregate principal amount of $[_____________] shall be issued to and registered in the name of the Purchasers (or as otherwise directed by the Purchasers) in accordance with the terms of the Indenture.
(b) Purchases.
(i) On any Business Day prior to the Commitment Expiration Date, and upon the satisfaction of the terms and conditions set forth in this Section 2.01 and in Article IV (Conditions Precedent), the Purchasers agree, severally and not jointly, to extend credit to the Authority ratably in accordance with their respective Commitments through the purchase from the Authority, and the Authority agrees to sell to the Purchasers from time to time pursuant to each Purchase under the Series 2023[●] Bond, in an aggregate principal amount not to exceed the Available Commitment from time to time in effect in accordance with Section 2.01(d) (Requests for Purchase); provided, that the purchase price of any Purchase shall not exceed the Available Commitment in effect on the applicable Date of Purchase and in no event shall the aggregate principal amount of all outstanding Series 2023[●] Bonds exceed the Available Commitment as reduced, if applicable, pursuant to Section 2.06 (Permanent Reduction and Termination of Available Commitment) or Section

9.02(b) (Consequences of an Event of Default); provided, further, that the Purchasers shall not be required to make more than seven (7) Purchases at any one time outstanding. The Purchasers’ obligation to make Purchases and the Commitment shall terminate on the Commitment Expiration Date.
(ii) Pursuant to the __________ Supplemental Indenture, upon each Purchase by the Purchasers, the Trustee will cause a notation to be made upon the Series 2023[●] Bond certificate to reflect the principal amount so purchased and the then outstanding principal amount of the Series 2023[●] Bond.
(c) Financing Costs Purchases. To establish a standing request for Financing Costs Purchases, which standing request shall be effective until the Commitment Expiration Date, the Authority shall deliver to the Purchasers’ Representative an executed written Standing Financing Costs Purchase Request on or prior to the Closing Date. Such Standing Financing Costs Purchase 26 AmericasActive:17009278.8
Request shall include a statement that the Authority irrevocably authorizes the Purchasers’ Representative (which authority the Purchaser may or may not exercise in its sole discretion) to make a Financing Costs Purchase on any Business Day on which any Financing Costs are due and payable and the Purchasers’ Representative shall use the proceeds of each such Financing Costs Purchase solely to pay such Financing Costs.
(d) Requests for Purchase.
(i) In connection with each Purchase hereunder, an Authorized Officer of the Authority shall give written notice to the Purchasers’ Representative in the form of a Request for Purchase (A)(1) in the case of a Term Benchmark Purchase, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Purchase or (2) in the case of an RFR Purchase, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of the proposed Purchase, or (B) in the case of an ABR Purchase, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Purchase. Without the consent of the Purchasers’ Representative, the Authority shall not submit more than one (1) Request for Purchase during the same calendar month.
(ii) Each such Request for Purchase shall be irrevocable and shall be signed by an Authorized Officer of the Authority. Each Request for Purchase shall be delivered to the Purchasers’ Representative via facsimile or email at the facsimile number(s) or email address(es) set forth in Section 11.05 (Notices) and shall specify the following information:
2 (A)the aggregate amount of the requested Purchase (which amount shall correspond to such month’s Project Costs set forth on the Monthly Draw Schedule);
(B) the requested Date of Purchase, which shall be a Business Day; (C) whether such Purchase is to be [an ABR Purchase,] a Term Benchmark Purchase [or an RFR Purchase];
(D)in the case of a Term Benchmark Purchase, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(E) the location and number of the Construction Account to which funds are to be disbursed.
[If no election as to the Type of Revolving Purchase is specified, then the requested Revolving Purchase shall be an ABR Purchase.] If no Interest Period is specified with respect to any requested Term Benchmark Revolving Purchase, then 2 NTD: This is limited to Term Benchmark Purchases (Term SOFR) subject to Section 2.08 (Alternate Rate of Interest).
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the Authority shall be deemed to have selected an Interest Period of one month’s duration.
(iii) Notwithstanding any other provision of this Agreement, the Authority shall not be entitled to request, or to elect to convert or continue, any Purchase if the Interest Period requested with respect thereto would end after the Maturity Date. (iv) The Authority and the City each acknowledges that no Purchaser shall be obligated to purchase Series 2023[●] Bonds except in accordance with the provisions of this Agreement and the Indenture. The Parties agree that each Purchase shall be made in the manner and upon the terms and conditions set forth in this Agreement and the Indenture. (v) The Authority and the City shall only use the proceeds of the Series 2023[●] Bonds in accordance with the terms of this Agreement and the ______ Supplemental Indenture and shall not use the proceeds of any Series 2023[●] Bonds for any payment which is not permitted by this Agreement or the ______ Supplemental Indenture. (e) Minimum Amounts. Subject to the terms and conditions of this Agreement and the ______ Supplemental Indenture, each Purchase shall be in Authorized Denominations, as identified in a Request for Purchase. At the commencement of each Interest Period for any Term Benchmark Revolving Purchase, such Purchase shall be in an aggregate amount that is an integral multiple of $[______] and not less than $[______]. At the time that each ABR Revolving Purchase and/or RFR Purchase is made, such Purchase shall be in an aggregate amount that is an integral multiple of $[______] and not less than $[______]; provided, that an ABR Revolving Purchase may be in an aggregate amount that is equal to the entire unused balance of the total Available Commitment.

Section 2.02. Required Payments and Repayments.
(a) Payment of Interest on Series 2023[●] Bonds.
(i) The Authority shall pay accrued but unpaid interest on each Series 2023[●] Bond (which may be funded by a Financing Costs Purchase) on each Interest Payment Date.
(ii) Interest due and payable on a Series 2023[●] Bond shall be equal to the amount accrued to and including the related Interest Payment Date. (b) Required Principal Payment of Series 2023[●] Bonds. (i) Commencing on [__________ 1, [2026]3], and annually on each [______ 1] thereafter (the “Principal Payment Date”), the Authority shall repay 1.00% of the principal amount (or as nearly as practicable to such amount which results in repayment in Authorized Denominations) of the Series 2023[●] Bonds per annum; provided, that upon any partial prepayment of the Series 2023[●] Bonds pursuant to Section 2.03 (Optional 3 NTD: Insert the third anniversary of the Closing Date. 28 AmericasActive:17009278.8
Prepayment) or Section 2.04 (Mandatory Prepayment), the principal amount of each required repayment of the Series 2023[●] Bonds becoming due under this Section 2.02(b) on and after the date of such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Series 2023[●] Bonds is reduced as a result of such prepayment.
(ii) The amount of any Series 2023[●] Bond repaid may be borrowed again until the Commitment Expiration Date.
(c) Payments Due on Non-Business Days. If the payment date for the principal of or interest on a Series 2023[●] Bond is a day other than a Business Day, the date for payment thereof shall be extended, without penalty, to the next succeeding Business Day, and such extended period of time shall be included in the computation of interest in accordance with the definition of “Interest Period”; provided, however, that the payment of interest on a Series 2023[●] Bond on such extended date shall have the same force and effect as if made on the original payment date. (d) Payment on Maturity Date. All outstanding principal of a Series 2023[●] Bond shall be due and payable on the related Maturity Date or, if applicable, on the date of prepayment of a Series 2023[●] Bond.

Section 2.03. Optional Prepayment.
(a) The Authority shall have the right on any Business Day on and after [________, [2026]4] to prepay the Series 2023[●] Bonds, in whole or in part, subject to prior notice in accordance with Section 2.03(b) below.
(b) The Authority shall notify the Purchasers’ Representative by written notice (or telephonic notice promptly confirmed in writing) of any prepayment hereunder (i) in the case of prepayment of (A) a Term Benchmark Revolving Purchase, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (B) an RFR Revolving Purchase, not later than 11:00 a.m., New York City time, five (5) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Purchase, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Series 2023[●] Bonds or portion thereof to be prepaid; provided, that each such prepayment shall be in a minimum denomination of $1,000,000 and integral multiples of $100,000 in excess thereof.

Promptly following receipt of any such notice, the Purchasers’ Representative shall advise the Series 2023[●] Bondowners of the contents thereof. If such notice is given, the aggregate principal amount of Series 2023[●] Bonds specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid and any break funding payments required by Section 3.11 (Break Funding Payments), but without premium.

Section 2.04. Mandatory Prepayment. The Series 2023[●] Bonds shall be subject to prepayment, in whole or in part, on any date, in Authorized Denominations, from and to the extent 4 NTD: Insert the third anniversary of the Closing Date. 29 AmericasActive:17009278.8
of Insurance and Condemnation Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Account pursuant to Section 5.03 (Application of Insurance and Condemnation Proceeds) of the Indenture. Prepayments shall be accompanied by accrued interest to such date on the amount so prepaid and any break funding payments required by Section 3.11 (Break Funding Payments), but without premium.

Section 2.05. Permanent Reduction and Termination of Available Commitment.

Subject to Section 3.09 (Termination or Reduction Fee), the Available Commitment may be terminated or permanently reduced from time to time as requested by the Authority within three (3) Business Days of the Authority’s written notice to the Purchasers’ Representative requesting such termination or permanent reduction; provided, that each such permanent reduction amount shall be in a minimum denomination of $1,000,000 and integral multiples of $100,000 in excess thereof.

Section 2.06. Interest Elections.
(a) Each Revolving Purchase initially shall be of the Type specified in the applicable Request for Purchase and, in the case of a Term Benchmark Revolving Purchase, shall have an initial Interest Period as specified in such Request for Purchase. Thereafter, the Authority may elect to convert such Purchase to a different Type or to continue such Purchase and, in the case of a Term Benchmark Revolving Purchase, may elect Interest Periods therefor, all as provided in this Section 2.06. The Authority may elect different options with respect to different portions of the affected Purchase and the Series 2023[●] Bonds comprising each such portion shall be considered a separate Purchase.
(b) To make an election pursuant to this Section 2.06, the Authority shall notify the Purchasers’ Representative and the Trustee of such election by the time that a Request for Purchase would be required under Section 2.01(d) (Requests for Purchase) if the Authority were requesting a Revolving Purchase of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be signed by an Authorized Officer of the Authority.
(c) Each Interest Election Request shall specify the following information in compliance with Section 2.01(d) (Requests for Purchase):
(i) the Purchase to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Purchase (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Purchase);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Purchase is to be an ABR Purchase or a Term Benchmark Purchase [or an RFR Purchase]; and
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(iv) if the resulting Purchase is a Term Benchmark Purchase, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term Benchmark Purchase but does not specify an Interest Period, then the Authority shall be deemed to have selected an Interest Period of one month’s duration.
(d) If the Authority fails to deliver a timely Interest Election Request with respect to a Term Benchmark Revolving Purchase prior to the end of the Interest Period applicable thereto, then, unless such Purchase is repaid as provided herein, at the end of such Interest Period such Purchase shall be deemed to have an Interest Period that is one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Purchasers so notify the Authority and the Trustee, then, so long as an Event of Default is continuing (i) no outstanding Revolving Purchase may be converted to or continued as a Term Benchmark Purchase and (ii) unless repaid, (A) each Term Benchmark Purchase and (B) each RFR Purchase shall be converted to an ABR Purchase at the end of the Interest Period applicable thereto.

Section 2.07. Interest.
(a) Adjusted Term SOFR Rate. The Series 2023[●] Bonds comprising each Term Benchmark Purchase shall bear interest in the case of a Term Benchmark Revolving Bond, at the Adjusted Term SOFR Rate for the Interest Period in effect for such Purchase. (b) Adjusted Daily Simple SOFR. If the Adjusted Term SOFR Rate or the Term SOFR Rate is unavailable as provided in Section 2.08 (Alternate Rate of Interest), each RFR Bond shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR in accordance with Section 2.08 (Alternate Rate of Interest).
(c) Adjusted ABR Rate. If the Adjusted Daily Simple SOFR or Daily Simple SOFR is unavailable as provided in Section 2.08 (Alternate Rate of Interest), the Series 2023[●] Bonds comprising each ABR Purchase shall bear interest at the Adjusted ABR Rate in accordance with Section 2.08 (Alternate Rate of Interest).
(d) Default Rate. The Series 2023[●] Bonds may also bear interest at the Default Rate as hereinafter set forth.
(e) Payment of Interest. Accrued interest on each Series 2023[●] Bond shall be payable in arrears on each Interest Payment Date for such Series 2023[●] Bond and upon termination of the Commitments and the Maturity Date; provided that (i) if an Event of Default has occurred and is continuing, interest accrued at the Default Rate shall be payable on demand, (ii) in the event of any repayment or prepayment of any Series 2023[●] Bond [(other than a prepayment of an ABR Revolving Purchase prior to the end of the Availability Period)], accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Term Benchmark Revolving Purchase prior to the end of the current Interest Period therefor, accrued interest on such Series 2023[●] Bond shall be payable on the effective date of such conversion. 31 AmericasActive:17009278.8
(f) Computation of Interest. Interest computed by reference to the Term SOFR Rate or Daily Simple SOFR hereunder shall be computed on the basis of a year of 360 days comprised of twelve 30-day months. Interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Series 2023[●] Bond shall be computed on a daily basis based upon the outstanding principal amount of such Series 2023[●] Bond as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Calculation Agent, and such determination shall be conclusive absent manifest error. As soon as reasonably practicable following the determination of the foregoing rates, the Calculation Agent shall give written notice thereof to the Authority, the Trustee and the Manager.

Section 2.08. Alternate Rate of Interest.
(a) Subject to paragraphs (b), (c), (d), (e) and (f) of this Section 2.08, if:
(i) the Calculation Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Purchase, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or (ii) the Calculation Agent is advised by the Majority Series 2023[●] Bondowners that (A) prior to the commencement of any Interest Period for a Term Benchmark Purchase, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to the Majority Series 2023[●] Bondowners of making or maintaining the Series 2023[●] Bonds included in such Purchase for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to the Majority Series 2023[●] Bondowners of making or maintaining the Series 2023[●] Bonds included in such Purchase;
then the Calculation Agent shall give notice thereof to the Authority, the Trustee and the Series 2023[●] Bondowners by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Calculation Agent notifies the Authority, the Trustee and the Series 2023[●] Bondowners that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Authority delivers a new Interest Election Request in accordance with the terms of Section 2.07 (Interest Elections) or a new Request for Purchase in accordance with the terms of Section 2.01(d) (Requests for Purchase), (1) any Interest Election Request that requests the conversion of any Revolving Purchase to, or continuation of any Revolving Purchase as, a Term Benchmark Purchase and any Request for Purchase that requests a Term Benchmark Revolving Purchase shall instead be deemed to be an Interest Election Request or a Request for Purchase, as applicable, for (x) an RFR Purchase so long as the Adjusted Daily Simple 32 AmericasActive:17009278.8
SOFR is not also the subject of Section 2.09(a)(i) or (ii) above or (y) an ABR Purchase if the Adjusted Daily Simple SOFR also is the subject of Section 2.09(a)(i) or (ii) above and (2) any Request for Purchase that requests an RFR Purchase shall instead be deemed to be a Request for Purchase, as applicable, for an ABR Purchase; provided that if the circumstances giving rise to such notice affect only one Type of Purchases, then all other Types of Purchases shall be permitted.

Furthermore, if any Term Benchmark Bond or RFR Bond is outstanding on the date of the Authority’s receipt of the notice from the Calculation Agent referred to in this Section

2.08(a) with respect to a Relevant Rate applicable to such Term Benchmark Bond or RFR Bond, then until (x) the Calculation Agent notifies the Authority, the Trustee and the Series 2023[●] Bondowners that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Authority delivers a new Interest Election Request in accordance with the terms of Section 2.07 (Interest Elections) or a new Request for Purchase in accordance with the terms of Section 2.01(d) (Requests for Purchase), (1) any Term Benchmark Bond shall on the last day of the Interest Period applicable to such Term Benchmark Bond (or the next succeeding Business Day if such day is not a Business Day), be converted by the Calculation Agent to, and shall constitute, (x) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.09(a)(i) or (ii) above or (y) an ABR Bond if the Adjusted Daily Simple SOFR also is the subject of Section 2.09(a)(i) or (ii) above, on such day, and (2) any RFR Bond shall on and from such day be converted by the Calculation Agent to, and shall constitute an ABR Bond. (b) Notwithstanding anything to the contrary herein or in the ______ Supplemental Indenture, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under the ______ Supplemental Indenture in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement, the ______ Supplemental Indenture or any other Financing Document, and (ii) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under the ______ Supplemental Indenture in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Series 2023[●] Bondowners without any amendment to, or further action or consent of any other party to, this Agreement, the ______ Supplemental Indenture or any other Financing Document so long as the Calculation Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Majority Series 2023[●] Bondowners. (c) Notwithstanding anything to the contrary herein, in the ______ Supplemental Indenture or in any other Financing Document, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the ______ Supplemental Indenture or in any other Financing Document, any amendments implementing such Benchmark Replacement Conforming Changes will become 33 AmericasActive:17009278.8
effective without any further action or consent of any other party to this Agreement, the ______ Supplemental Indenture or any other Financing Document. (d) The Calculation Agent will promptly notify the Authority, the Manager, the Trustee and the Series 2023[●] Bondowners of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Calculation Agent or, if applicable, the Majority Series 2023[●] Bondowners pursuant to this Section 2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement, the ______ Supplemental Indenture or any other Financing Document, except, in each case, as expressly required pursuant to this Section 2.08. (e) Notwithstanding anything to the contrary herein or in the ______ Supplemental Indenture, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Calculation Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Calculation Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Calculation Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Authority’s and the Trustee’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Authority may revoke any request for a Term Benchmark Purchase or RFR Purchase of, conversion to or continuation of Term Benchmark Bonds to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Authority will be deemed to have converted any request for a Term Benchmark Purchase into a Request for Purchase of or conversion to (A) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Purchase if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Bond or RFR Bond is outstanding on the date of the Authority’s and the Trustee’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Bond or RFR Bond, then until such 34 AmericasActive:17009278.8
time as a Benchmark Replacement is implemented pursuant to this Section 2.08, (1) any Term Benchmark Bond shall on the last day of the Interest Period applicable to such Term Benchmark Bond (or the next succeeding Business Day if such day is not a Business Day), be converted by the Calculation Agent to, and shall constitute, (x) an RFR Purchase so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Bond if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Bond shall on and from such day be converted by the Calculation Agent to, and shall constitute an ABR Bond.

ARTICLE III
THE AUTHORITY’S OBLIGATIONS
Section 3.01. Payment Obligations.
(a) The Authority hereby unconditionally, irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Series 2023[●] Bondowners under the Series 2023[●] Bonds and the other Financing Documents and to pay any other Obligations owing to the Series 2023[●] Bondowners, with interest thereon at the rate or rates provided in this Agreement and under such Obligations. All such Obligations shall be payable solely from the Account Collateral and the Lease Revenues (including Base Rental Payments) available therefor. (b) The Authority shall pay, or cause to be paid, in full each Series 2023[●] Bond and all interest thereon on the Commitment Expiration Date or, if earlier, the related Maturity Date, solely from the Account Collateral and the Lease Revenues available therefor. (c) The Authority shall pay within thirty (30) days after demand:
(i) if an Event of Default shall have occurred, all costs and expenses of the Series 2023[●] Bondowners in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Financing Documents and such other documents which may be delivered in connection therewith;
(ii) a fee for each amendment to this Agreement or any other Financing Document or any consent or waiver by the Series 2023[●] Bondowners with respect to any Financing Document, in each case, in a minimum amount of $3,000 plus the fees and expenses of counsel to the Series 2023[●] Bondowners;
(iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Series 2023[●] Bondowners in connection with advising the Series 2023[●] Bondowners as to their rights and responsibilities under this Agreement and the other Financing Documents or in connection with responding to requests from the Authority or the City for approvals, consents, and waivers; and (iv) any amounts advanced by or on behalf of any Series 2023[●] Bondowner to the extent required to cure any Default, Event of Default, or event of nonperformance hereunder or under any other Financing Document, together with interest at the Default Rate.
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(d) In addition, if at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the execution or delivery of this Agreement or any other Financing Documents, then, if the Authority or the City lawfully may pay for such stamps, taxes or fees, the Authority shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Authority agrees to save the Series 2023[●] Bondowners harmless from and against any and all liabilities with respect to or resulting from any delay of the Authority in paying, or omission of the Authority to pay, such stamps, taxes and fees hereunder.

Section 3.02. Default Rate. Upon the occurrence and during the continuance of an Event of Default, the Series 2023[●] Bonds and other Obligations shall bear interest at the Default Rate, which shall be payable by the Authority to each Series 2023[●] Bondowner upon demand therefor.

Section 3.03. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Series 2023[●] Bond, together with all fees, charges and other amounts which are treated as interest on such Series 2023[●] Bond under Applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Series 2023[●] Bondowners in accordance with Applicable Law, the rate of interest payable in respect of such Series 2023[●] Bonds hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Series 2023[●] Bonds but were not payable as a result of the operation of this Section 3.03 shall be cumulated and the interest and Charges payable to such Series 2023[●] Bondowner in respect of other Series 2023[●] Bonds or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Series 2023[●] Bondowner.

Section 3.04. Commitment Fees.
(a) The Authority agrees to pay to the Purchasers a nonrefundable commitment fee which shall accrue at the Commitment Fee Rate on the daily amount of the Available Commitment during the period from and including the Closing Date to but excluding the date that is the earlier of (i) the date on which such Commitment is fully advanced and (ii) the Commitment Expiration Date.
(b) The Unutilized Commitment Fee shall be payable quarterly in arrears on the last day of each March, June, September and December of each calendar year (beginning on the first such date to occur after the Closing Date) and on the Commitment Expiration Date, or such earlier date on which the Commitment may be terminated in accordance with the terms of this Agreement.

The Unutilized Commitment Fee shall be calculated on the basis of a 360-day year and actual days elapsed. The Unutilized Commitment Fee shall be paid from the proceeds of the Series 2023[●] Bonds as a Financing Costs Purchase in accordance with Section 2.01(c) (Financing Costs Purchases).

Section 3.05. Taxes.
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(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

Any and all payments by or on account of any obligation of the Authority hereunder or under the Series 2023[●] Bonds shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided, that if the Authority shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.05) each Purchaser and each Series 2023[●] Bondowner receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority shall make such deductions, and (iii) the Authority shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.
(b) Payment of Other Taxes by the Authority. Without limiting the provisions of Section 3.05(a) above, the Authority shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Indemnification by the Authority. The Authority, to the fullest extent permitted by Applicable Law, shall indemnify each Purchaser and each Series 2023[●] Bondowner, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.05) paid by each Purchaser and each Series 2023[●] Bondowner and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by each Purchaser or each Series 2023[●] Bondowner shall be conclusive absent manifest error. In addition, the Authority shall indemnify each Purchaser and each Series 2023[●] Bondowner, within ten (10) days after demand therefor, for any additional amounts that each Purchaser and each Series 2023[●] Bondowner is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to any Purchaser, any Participant and the other Series 2023[●] Bondowners, as applicable, pursuant to paragraph (d) (Evidence of Payments) below, documentation evidencing the payment of Taxes.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Authority to a Governmental Authority, the Authority shall deliver to each Purchaser and each other Series 2023[●] Bondowner the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, and a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Purchasers and the other Series 2023[●] Bondowners.
(e) Treatment of Certain Refunds. If any Purchaser or any other Series 2023[●] Bondowner, in its sole discretion, determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 3.05 (including additional amounts paid by the Authority pursuant to this Section 3.05), it shall pay to the Authority an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section 3.05 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Purchaser or such Series 2023[●] Bondowner, 37 AmericasActive:17009278.8
as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Authority, upon the request of such Purchaser or such other Series 2023[●] Bondowner, as applicable, agrees to repay the amount paid over pursuant to this Section 3.05 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Purchaser or such other Series 2023[●] Bondowner, as applicable, in the event such Purchaser or such other Series 2023[●] Bondowner, as applicable, is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will any Purchaser or any other Series 2023[●] Bondowner, as applicable, be required to pay any amount to the Authority pursuant to this paragraph (e) the payment of which would place such Purchaser or such other Series 2023[●] Bondowner, as applicable, in a less favorable net after-Tax position than such Purchaser or such other Series 2023[●] Bondowner, as applicable, would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (e) shall not be construed to require any Purchaser or any other Series 2023[●] Bondowner, as applicable, to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Authority or any other Person. (f) Survival. Without prejudice to the survival of any other agreement of the Authority hereunder, the agreements and obligations of the Authority contained in this Section 3.05 shall survive the termination of this Agreement and the payment in full of the Series 2023[●] Bonds and the Obligations of the Authority thereunder and hereunder.

Section 3.06. Obligations Absolute.
(a) The payment obligations of the Authority and the City under this Agreement, the Series 2023[●] Bonds and the other Financing Documents shall be paid solely from the Account Collateral and the Lease Revenues available therefor, shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement and the other Financing Documents under all circumstances, including, without limitation, the following:
(i) any lack of validity or enforceability of this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents;
(ii) any amendment or waiver of or any consent to departure from all or any of the Financing Documents;
(iii) the existence of any claim, set-off, defense or other right which the Authority or the City may have at any time against any Purchaser, any other Series 2023[●] Bondowner or any other Person, whether in connection with this Agreement, the other Financing Documents, the transactions contemplated herein or therein or any unrelated transaction; or
(iv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
(b) All fees payable pursuant to this Agreement shall be deemed to be fully earned when due and non-refundable when paid.
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Section 3.07. Purchaser Consent to Extension of Commitment. [So long as JPMorgan Chase Bank, National Association is a Purchaser], no sooner than one hundred twenty (120) days prior to the Commitment Expiration Date, the Authority may provide written notice to the Purchasers’ Representative of its desire for the Purchasers to extend the Commitment Expiration Date and to continue to purchase the Series 2023[●] Bonds hereunder and requesting the Purchasers to continue to purchase Series 2023[●] Bonds and to extend the Commitment Expiration Date. Promptly following receipt of any such notice, the Purchasers’ Representative shall advise the Purchasers of the contents thereof. The Purchasers will make reasonable efforts to respond to such request within sixty (60) days after receipt of all information necessary, in the Purchaser’s reasonable judgment, to permit the Purchasers to make an informed credit decision.

The Purchasers may, in their sole and absolute discretion, decide to accept or reject any such request and no consent shall become effective unless the Purchasers shall have consented thereto in writing. In the event the Purchasers fail to definitively respond to such request within such sixty (60) day period, the Purchasers shall be deemed to have refused to grant such request.

Section 3.08. Funding Indemnity. To the extent permitted by Applicable Law, in the event any Purchaser or any other Series 2023[●] Bondowner, as applicable, shall incur any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by such Purchaser or such other Series 2023[●] Bondowner to purchase or hold the Series 2023[●] Bonds or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to such Purchaser or such other Series 2023[●] Bondowner) as a result of (a) failure by the Authority or the City to satisfy the conditions of Section 4.02 (Conditions Precedent to Purchases) in connection with the purchase of a Series 2023[●] Bond on a proposed Date of Purchase as established in a Request for Purchase, or (b) any prepayment of any Series 2023[●] Bond, or any portion thereof, on a date other than the last day of the applicable Interest Period, or (c) any prepayment of a Series 2023[●] Bond without appropriate notice, in any case, whether before or after default, and whether or not such payment is required by any provision of this Agreement or the Indenture, then upon the demand of any Purchaser or any other Series 2023[●] Bondowner, as applicable, the Authority shall pay to such Purchaser or such other Series 2023[●] Bondowner, solely from the Account Collateral and the Lease Revenues available therefor, a prepayment premium in such amount as will reimburse such Purchaser or such other Series 2023[●] Bondowner for such loss, cost, or expense. If any Purchaser or any other Series 2023[●] Bondowner, as applicable, requests such prepayment premium, such Purchaser or such other Series 2023[●] Bondowner shall provide to the Authority a certificate setting forth the computation of the loss, cost, or expense giving rise to the request for such prepayment premium in reasonable detail and such certificate shall be conclusive if reasonably determined.

Section 3.09. Termination or Reduction Fee. The Authority shall pay to the Purchasers a Reduction Fee or Termination Fee, as applicable, in connection with each permanent reduction or termination of the Available Commitment pursuant to Section 2.06 (Permanent Reduction and Termination of Available Commitment) prior to the Commitment Expiration Date, in an amount equal to the Reduction Fee or Termination Fee, as applicable, payable on the date of such termination or each such reduction.

Section 3.10. Increased Costs.
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(a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Purchaser or any other Series 2023[●] Bondowner (except any such reserve requirement reflected in the Adjusted Term SOFR Rate);
(ii) impose on any Purchaser or any other Series 2023[●] Bondowner or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Purchase of the Series 2023[●] Bonds by any Purchaser or any other Series 2023[●] Bondowner or participation therein; or (iii) subject any Purchaser or any other Series 2023[●] Bondowner to any Taxes (other than Indemnified Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Purchaser or such other Series 2023[●] Bondowner of purchasing or holding any Series 2023[●] Bond or of making, continuing, converting or maintaining any Series 2023[●] Bonds (or of maintaining its obligation to purchase any such Series 2023[●] Bonds) or to increase the cost to such Purchaser or such other Series 2023[●] Bondowner or to reduce the amount of any sum received or receivable by such Purchaser or such other Series 2023[●] Bondowner hereunder or under the Series 2023[●] Bonds or any other Financing Documents (whether of principal, interest or otherwise), then the Authority will pay to such Purchaser or such other Series 2023[●] Bondowner, as the case may be, solely from the Account Collateral and the Lease Revenues available therefor, such additional amount or amounts as will compensate such Purchaser or such other Series 2023[●] Bondowner, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Purchaser or any other Series 2023[●] Bondowner determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Purchaser’s or such other Series 2023[●] Bondowner’s capital or on the capital of such Purchaser’s or such other Series 2023[●] Bondowner’s holding company, if any, as a consequence of this Agreement or the Series 2023[●] Bonds purchased by such Purchaser or such other Series 2023[●] Bondowner, to a level below that which such Purchaser or such other Series 2023[●] Bondowner or such Purchaser’s or such other Series 2023[●] Bondowner’s holding company could have achieved but for such Change in Law (taking into consideration such Purchaser’s or such other Series 2023[●] Bondowner’s policies and the policies of the Purchaser’s or such other Series 2023[●] Bondowner’s holding company with respect to capital adequacy and liquidity), then from time to time the Authority will pay to such Purchaser or such other Series 2023[●] Bondowner, such additional amount or amounts as will compensate such Purchaser or such other Series 2023[●] Bondowner for any such reduction suffered. (c) A certificate of any Purchaser or any other Series 2023[●] Bondowner, as applicable, setting forth the amount or amounts necessary to compensate such Purchaser or such other Series 2023[●] Bondowner or its holding company, as the case may be, as specified in 40 AmericasActive:17009278.8
Sections 3.10(a) or (b) above shall be delivered to the Authority, the Trustee and the Manager and shall be conclusive absent manifest error. The Authority shall pay such Purchaser or such other Series 2023[●] Bondowner the amount shown as due on any such certificate within sixty (60) days after receipt thereof.
(d) Failure or delay on the part of any Purchaser or any other Series 2023[●] Bondowner to demand compensation pursuant to this Section 3.10 shall not constitute a waiver of such Purchaser’s or such other Series 2023[●] Bondowner’s right to demand such compensation; provided, that the Authority shall not be required to compensate any Purchaser or any other Series 2023[●] Bondowner pursuant to this Section 3.10 for any increased costs incurred or reductions suffered more than two hundred seventy days (270) days prior to the date that such Purchaser or such other Series 2023[●] Bondowner, as the case may be, notifies the Authority of the Change in Law giving rise to such increased costs or reductions, and of such Purchaser’s or such other Series 2023[●] Bondowner’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) The Parties agree that any and all payments made pursuant to this Section 3.10 shall be fees paid under this Agreement solely from the Account Collateral and the Lease Revenues available therefor, and are not payments under the Series 2023[●] Bonds. (f) Without prejudice to the survival of any other agreement of the Authority and the City hereunder, the agreements and obligations of the Authority and the City contained in this Section 3.10 shall survive the termination of this Agreement and the payment in full of the Series 2023[●] Bonds and the Obligations of the Authority and the City thereunder and hereunder.

Section 3.11. Break Funding Payments.
(a) With respect to Series 2023[●] Bonds that are not RFR Bonds, in the event of (i) the payment of any principal of any Term Benchmark Bond other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Series 2023[●] Bonds), (ii) the conversion of any Term Benchmark Bond other than on the last day of the Interest Period applicable thereto, or (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Bond on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under any section hereunder and is revoked in accordance therewith), then, in any such event, the Authority shall compensate each Series 2023[●] Bondowner for the loss, cost and expense attributable to such event solely from the Account Collateral and the Lease Revenues available therefor. (b) With respect to RFR Bonds, in the event of (i) the payment of any principal of any RFR Bond other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Series 2023[●] Bonds), or (ii) the failure to borrow or prepay any RFR Bond on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under any section hereunder and is revoked in accordance therewith), then, in any such event, the Authority shall compensate each Series 2023[●] Bondowner for the loss, cost and expense attributable to such event solely from the Account Collateral and the Lease Revenues available therefor. 41 AmericasActive:17009278.8
(c) A certificate of any Series 2023[●] Bondowner setting forth any amount or amounts that such Series 2023[●] Bondowner is entitled to receive pursuant to this Section 3.11 shall be delivered to the Authority, the Trustee and the Manager and shall be conclusive absent manifest error. The Authority shall pay such Series 2023[●] Bondowner the amount shown as due on any such certificate within ten (10) days after receipt thereof.

ARTICLE IV

CONDITIONS PRECEDENT
Section 4.01. Conditions Precedent to Closing. This Agreement and the obligation of each Purchaser to make Purchases hereunder will become effective on the Closing Date provided each of the conditions set forth in this Section 4.01 have been satisfied or waived in writing by such Purchaser:
(a) Resolutions, Etc. The following resolutions, organizational documents and other information, in each case satisfactory in form and substance to such Purchaser:
(i) A certificate of an Authorized Officer of the Authority, dated the Closing Date, certifying as to (A) the attached Resolution of the Board of Directors of the Authority authorizing and approving the issuance of the Series 2023[●] Bonds and the execution and delivery of this Agreement, the Series 2023[●] Bonds and the other Authority Documents as being validly adopted and true and correct and in full force and effect on the Closing Date, and (B) the authority, incumbency and specimen signatures of the Authorized Officer of the Authority authorized to sign this Agreement and the other Authority Documents and any other documents to be delivered by it hereunder and who will be authorized to represent the Authority in connection with this Agreement, upon which such Purchaser may rely until it receives a new such certificate.
(ii) A certificate of the Secretary of the Authority certifying as to the attached Joint Exercise of Powers Agreement dated as of January 28, 1992, by and between the City and the Anaheim Redevelopment Agency.
(iii) Notice of a Joint Powers Agreement, as certified by the California Secretary of State.
(iv) A certificate of an Authorized Officer of the City, dated the Closing Date, certifying as to (A) the attached Resolution of the City Council of the City authorizing and approving the execution and delivery of this Agreement and the other City Documents as being validly adopted and true and correct and in full force and effect on the Closing Date, and (B) the authority, incumbency and specimen signatures of the Authorized Officer of the City authorized to sign this Agreement and the other City Documents and any other documents to be delivered by it hereunder and who will be authorized to represent the City in connection with this Agreement, upon which such Purchaser may rely until it receives a new such certificate.
(v) Certified copies of all approvals, authorizations and consents of any trustee, or holder of any indebtedness or obligation of the Authority or the City or any governmental agency or public authority, necessary for the Authority or the City to enter 42 AmericasActive:17009278.8
into each of the Authority Documents or the City Document, respectively, and the transactions contemplated herein and therein.
(b) Financing Documents; Development Documents.
(i) An executed original or certified copy, as applicable, of each of the Financing Documents, each duly executed and delivered by the respective parties thereto and in form and substance satisfactory to such Purchaser. (ii) A certified copy of each of the Development Documents, each duly executed and delivered by the respective parties thereto and in form and substance satisfactory to such Purchaser.
(c) Standing Financing Costs Purchase Request. The Purchasers’ Representative shall have received a fully executed and delivered Standing Financing Costs Purchase Request pursuant to Section 2.01(c) (Financing Costs Purchases).
(d) Issuance and Authentication of Series 2023[●] Bonds. Such Purchaser shall have received the following documents in form and satisfactory to such Purchaser:
(i) a duly executed copy of the Written Request to Trustee from the Authority to authenticate the Series 2023[●] Bond and deliver the Series 2023[●] Bond to such Purchaser pursuant to the terms of the ______ Supplemental Indenture; and (ii) one fully registered certificated Series 2023[●] Bond in the aggregate principal amount of $[______________], dated the Closing Date, registered in the name of such Purchaser (or as otherwise directed by such Purchaser) in the form of Exhibit A (Form of Series 2023[●] Bond) attached to the ______ Supplemental Indenture shall be executed, issued, authenticated and delivered in accordance with the terms of the Indenture. (e) Opinions of Counsel. The following opinions, dated the Closing Date and addressed to such Purchaser or on which such Purchaser is otherwise expressly authorized to rely, in each case satisfactory in form and substance to such Purchaser:
(i) From Bond Counsel as to (A) the due execution and delivery and validity with respect to the Authority of the Series 2023[●] Bonds, the Indenture (including the ______ Supplemental Indenture), this Agreement and the other Authority Documents, (B) the validity of the first and exclusive assignment to the Trustee (for the benefit of the Owners of the Bonds), of all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement (including, without limitation, its right to receive the Lease Revenues (including the Base Rental Payments) to be paid by the City under and pursuant to the Lease Agreement, (C) the validity of the first priority pledge by the Authority to the Trustee (for the benefit of the Owners of the Bonds) of certain pledged accounts held under the Indenture, and (D) the validity of the first lien and security interest in the Account Collateral created by the City in favor of the Trustee, as assignee of the Authority (for the benefit of the Owners of the Bonds).
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(ii) From [Bond Counsel] / [the City Attorney of the City, as counsel for the Authority], which provides for, among other opinions, the following: (A) the Authority is a joint exercise of powers entity duly organized and existing under the laws of the State of California, (B) the execution, delivery and performance by the Authority of this Agreement, the Series 2023[●] Bonds and the other Authority Documents are within the Authority’s powers, have been duly authorized by all necessary action, and require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished, (C) this Agreement, the Series 2023[●] Bonds and the other Authority Documents have been duly authorized, executed and delivered and this Agreement, the Series 2023[●] Bonds when issued, and the other Authority Documents are and will be valid, binding and enforceable special obligations of the Authority, and (D) such other matters as such Purchaser may reasonably request. (iii) From the City Attorney of the City, as counsel for the City, which provides for, among other opinions, the following: (A) the City is a municipal corporation and charter city duly organized and existing under and by virtue of its charter and the Constitution and laws of the State of California, (B) the execution, delivery and performance by the City of this Agreement and the other City Documents are within the City’s powers, have been duly authorized by all necessary action, and require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished, (C) this Agreement and the other City Documents have been duly authorized, executed and delivered and this Agreement and the other City Documents are and will be valid, binding and enforceable obligations of the City, and (D) such other matters as such Purchaser may reasonably request.
(iv) From counsel to the Trustee, dated the Closing Date, which provides for, among other opinions, the following: (A) the Trustee has duly authorized, executed and delivered the Indenture (including the ______ Supplemental Indenture) and the other Financing Documents to which it is a party, and has duly authenticated and delivered the Series 2023[●] Bonds on the Closing Date; (B) the Indenture (including the ______ Supplemental Indenture) and the other Financing Documents to which it is a party constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (C) such other matters as such Purchaser may reasonably request. (v) From counsel to the Manager and the Additional Project Property Owner which provides for, among other opinions, the following: (A) the Manager and the Additional Project Property Owner has duly authorized, executed and delivered the Management Agreement and the other Manager Documents to which it is a party; (B) the Management Agreement and the other Manager Documents constitute the legally valid and binding obligations of the Manager and the Additional Project Property Owner, as applicable, enforceable against the Manager and the Additional Project Property Owner in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws 44 AmericasActive:17009278.8
in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (iii) such other matters as such Purchaser may reasonably request. (vi) From counsel to TeamCo which provides for, among other opinions, the following: (A) TeamCo has duly authorized, executed and delivered the NHL Team Agreement and the Non-Relocation Agreement; (B) the NHL Team Agreement and the Non-Relocation Agreement constitute the legally valid and binding obligations of TeamCo, enforceable against TeamCo in accordance with their respective terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; and (C) such other matters as such Purchaser may reasonably request.
(f) Officer’s Certificates. The following officer’s certificates, in each case satisfactory in form and substance to such Purchaser:
(i) A certificate, dated the Closing Date, executed by an Authorized Officer of the Authority, certifying that: (A) the representations and warranties of the Authority contained in this Agreement and each other Authority Document and each certificate, letter, other writing or instrument delivered by the Authority to such Purchaser pursuant hereto or thereto are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (B) no Default or Event of Default has occurred and is continuing or would result from the Authority’s execution and delivery of this Agreement, the Series 2023[●] Bonds or any of the other Authority Documents or the acceptance of the Commitment by the Authority; and (C) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such Authorized Officer of the Authority after reasonable investigation, threatened (1) to restrain or enjoin the execution or delivery of any of the Series 2023[●] Bonds, (2) in any way contesting or affecting the validity of the Series 2023[●] Bonds or the Authority Documents or the liens created by the Authority Documents or (3) in any way contesting the existence or powers of the Authority, nor to the best knowledge of such Authorized Officer of the Authority after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or adversely affect the authorization, execution, delivery or performance by the Authority of the foregoing.
(ii) A certificate, dated the Closing Date, executed by an Authorized Officer of the City, certifying that: (A) the representations and warranties of the City contained in this Agreement and each other City Document and each certificate, letter, other writing or instrument delivered by the City to such Purchaser pursuant hereto or thereto are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (B) no Default or Event of Default has occurred and is continuing or would result from the City’s execution and delivery of this Agreement or any of the other City Documents; and (C) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such Authorized Officer of the City after reasonable 45 AmericasActive:17009278.8
investigation, threatened (1) to restrain or enjoin the payment of the Base Rental Payments or the execution and delivery of the City Documents, (2) in any way contesting or affecting the validity of the City Documents or the liens created by the City Documents or (3) in any way contesting the existence or powers of the City, nor to the best knowledge of such Authorized Officer of the City after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or adversely affect the authorization, execution, delivery or performance by the City of the foregoing.
(iii) A certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, certifying that: (A) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties and obligations under the Indenture and the other Financing Documents to which it is a party; (B) the Trustee is duly authorized to enter into the Indenture and the other Financing Documents to which it is a party and to authenticate and deliver the Series 2023[●] Bonds to such Purchaser and any other Series 2023[●] Bondowners pursuant to the terms of the Indenture; (C) the attached general resolution of the Trustee authorizing and approving the execution and delivery of the Indenture and the other Financing Documents to which it is a party has been validly adopted and is true and correct and in full force and effect on the Closing Date; (D) the authority, incumbency and specimen signatures of the authorized officers of the Trustee authorized to sign the Indenture and the other Financing Documents to which it is a party, (E) the execution and delivery by the Trustee of the Indenture and the other Financing Documents to which it is a party and compliance with the provisions on the Trustee’s part contained therein, and the authentication and delivery of the Series 2023[●] Bonds, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which the Trustee is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the liens created by the Collateral Documents under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument except as provided by the Collateral Documents; and (F) to the Trustee’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, the Trustee, affecting the existence of the Trustee or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Indenture or any other Financing Document to which it is a party against the Trustee, or contesting the power of the Trustee or its authority to enter into, adopt or perform its obligations under the Indenture or any other Financing Document to which it is a party, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Indenture or any other Financing Document to which it is a party against the Trustee or the authentication and delivery of the Series 2023[●] Bonds. (iv) A certificate, dated the Closing Date, signed by a duly authorized officer of the Accounts Bank, certifying that: (A) the Accounts Bank is a California state-chartered banking corporation, having the full power and being qualified to enter into and perform 46 AmericasActive:17009278.8
its duties and obligations under the Accounts Agreement; (B) the Accounts Bank is duly authorized to enter into the Accounts Agreement; (C) the attached resolution of the board of directors or other governing body of the Accounts Bank authorizing and approving the execution and delivery of the Accounts Agreement has been validly adopted and is true and correct and in full force and effect on the Closing Date; (D) the authority, incumbency and specimen signatures of the authorized officers of the Accounts Bank authorized to sign the Accounts Agreement, (E) the execution and delivery by the Accounts Bank of the Accounts Agreement and compliance with the provisions on the Accounts Bank’s part contained therein will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which the Accounts Bank is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the Pledged Accounts held by the Accounts Bank pursuant to the Accounts Agreement under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument; and (F) to the Accounts Bank’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, the Accounts Bank, affecting the existence of the Accounts Bank or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Accounts Agreement against the Accounts Bank, or contesting the power of the Accounts Bank or its authority to enter into, adopt or perform its obligations under the Accounts Agreement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Accounts Agreement against the Accounts Bank.
(v) A certificate, dated the Closing Date, signed by a duly authorized officer of the Manager and the Additional Project Property Owner, certifying: (A) that it is a limited liability company organized and existing under the laws of the State of California (as evidenced by a good standing certificate), having the full power and being qualified to enter into and perform its duties and obligations under the Management Agreement and the other Manager Documents to which it is a party; (B) that it is duly authorized to enter into the Management Agreement and the other Manager Documents to which it is a party; (C) that the attached resolutions of its board of directors or other governing body authorizing and approving the execution and delivery of the Management Agreement and the other Manager Documents to which it is a party have been validly adopted and are true and correct and in full force and effect on the Closing Date; (D) as to the authority, incumbency and specimen signatures of its authorized officers authorized to sign the Management Agreement and the other Manager Documents to which it is a party, (E) that the execution and delivery of the Management Agreement and the other Manager Documents to which it is a party and compliance with the provisions on its part contained therein will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which it is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by it pursuant to the liens created by the Security Agreement under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument except as provided by the Security Agreement; (F) that to its’s knowledge, 47 AmericasActive:17009278.8
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, it, affecting its existence or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of any Manager Document against it, or contesting its power or its authority to enter into, adopt or perform its obligations under any Manager Document to which it is a party, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of any Manager Document against it; (G) with respect to the Manager only, since [____], 20[__], the Manager has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Manager, in any case that would materially and adversely affect the ability of the Manager to meet its obligations under the Management Agreement; and (H) such other matters as such Purchaser may reasonably request. (vi) A certificate, dated the Closing Date, signed by a duly authorized officer of TeamCo, certifying that: (A) TeamCo is a limited liability company organized and existing under the laws of the State of California (as evidenced by a good standing certificate), having the full power and being qualified to enter into and perform its duties and obligations under the NHL Team Agreement and the Non-Relocation Agreement; (B) TeamCo is duly authorized to enter into the NHL Team Agreement and the Non-Relocation Agreement; (C) the attached resolutions of the board of directors or other governing body of TeamCo authorizing and approving the execution and delivery of the NHL Team Agreement and the Non-Relocation Agreement have been validly adopted and are true and correct and in full force and effect on the Closing Date; (D) the authority, incumbency and specimen signatures of the authorized officers of TeamCo authorized to sign the NHL Team Agreement and the Non-Relocation Agreement, (E) the execution and delivery by TeamCo of the NHL Team Agreement and the Non-Relocation Agreement and compliance with the provisions on TeamCo’s part contained therein will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, agreement or instrument to which TeamCo is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by TeamCo under the terms of any such law, administrative regulation, judgment, decree, agreement or instrument; and (F) to TeamCo’s knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or threatened against, TeamCo, affecting the existence of TeamCo or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the NHL Team Agreement or the Non-Relocation Agreement against TeamCo, or contesting the power of TeamCo or its authority to enter into, adopt or perform its obligations under the NHL Team Agreement or the Non-Relocation Agreement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the NHL Team Agreement or the Non-Relocation Agreement against TeamCo. (g) Governmental Approvals. The Authority and the City shall have obtained all Governmental Approvals and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by this Agreement and the other Financing 48 AmericasActive:17009278.8
Documents and required hereunder and thereunder to be delivered as of the Closing Date, and each of the foregoing shall be in full force and effect and in form and substance satisfactory to such Purchaser. Any applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Financing Documents or the financing contemplated thereby and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent to its own motion shall have expired.
(h) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and the other Financing Documents and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or its special counsel may reasonably request.
(i) No Litigation. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, Governmental Authority, public board or body, shall be pending or threatened (i) against the Authority or the City affecting the existence or powers of the Authority or the City (or any of their officials in their respective capacities as such) or affecting or seeking to prohibit, restrain or enjoin the issuance or delivery of the Series 2023[●] Bonds or contesting or affecting the validity or enforceability of the Series 2023[●] Bonds or the Financing Documents or contesting the powers of the Authority or the City or their authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Financing Documents; or (ii) against the Manager, TeamCo, the Arena or the Project which (x) could materially impair the transactions contemplated by the Transaction Documents or (y) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (j) Establishment and Funding of Accounts. Such Purchaser shall have received evidence that each account and Pledged Account required under the Indenture and the Accounts Agreement, respectively, has been established and funded in accordance with the terms of the Indenture and the Accounts Agreement, respectively. Such Purchaser shall have received evidence satisfactory to it that the proceeds of each Series 2023[●] Bonds deposited in the Construction Account has been applied and disbursed in accordance with the terms of the Indenture and the Construction Disbursement Agreement.
(k) Payment of Fees and Expenses. On or prior to the Closing Date, (i) JPM shall have received the Structuring Fee (or evidence that such Structuring Fee shall be paid from the proceeds of the Series 2023[●] Bonds issued on the Closing Date), (ii) JPM shall have received the Upfront Fee (or evidence that such Upfront Fee shall be paid from the proceeds of the Series 2023[●] Bonds issued on the Closing Date), (iii) JPM shall have received payment of the fees and other amounts to which it is entitled as set out in the Fee Letter, and (iv) such Purchaser shall have received payment or reimbursement of such Purchaser’s fees and expenses (including the legal fees and expenses of the Purchasers’ special counsel) and any other fees incurred in connection with the transactions contemplated by the Financing Documents and due on the Closing Date. 49 AmericasActive:17009278.8
(l) Financial Information of Manager. Such Purchaser shall have received the financial statements of the Manager for the fiscal years ended [December 31, 2021] and [December 31, 2022].
(m) Monthly Draw Schedule. Such Purchaser shall have received, in form and substance satisfactory to such Purchaser, the Monthly Draw Schedule with respect to the Series 2023[●] Bonds to be issued at the Closing Date and at each subsequent Date of Purchase. (n) Construction Budget and Plans. Such Purchaser shall have received copies of the Construction Budget and the Specifications for the Project, each in form and substance satisfactory to the Construction Monitor and such Purchaser.
(o) Operating Budget. Such Purchaser shall have received a correct and complete copy of the Annual Operating Budget through the fiscal year ending [_______, 20___], in form and substance satisfactory to such Purchaser.
(p) Financial Model. Such Purchaser shall have received a copy of the financial model demonstrating that revenues received by the Manager under the Management Agreement are sufficient to achieve a 2.00:1:00 Pro-Forma Debt Service Coverage Ratio (as such term is defined in the Covenant Agreement) (taking into account all amounts due from the City pursuant to the Lease Agreement) from and after the fourth anniversary of the Closing Date. (q) Financial Feasibility and Market Studies. Such Purchaser shall have received a satisfactory Financial Feasibility and Market Study Report from CAA ICON, together with a reliance letter (to the extent such Financial Feasibility and Market Study Report is not directly for the benefit of the Purchasers, J.P. Morgan Securities, the Trustee and the City or does not by its terms provide for reliance thereon by the Purchasers, J.P. Morgan Securities, the Trustee and the City) permitting the Purchasers, JPM, the Trustee and the City to rely thereon. (r) Insurance Report and Certificates. Such Purchaser shall have received (i) a copy of the Insurance Report dated not more than thirty (30) days prior to the Closing Date, in form and substance satisfactory to such Purchaser, together with a reliance letter (to the extent such Insurance Report is not directly for the benefit of the Purchasers, J.P. Morgan Securities, the Trustee and the City or does not by its terms provide for reliance thereon by the Purchasers, J.P.

Morgan Securities, the Trustee and the City) permitting the Purchasers, J.P. Morgan Securities, the Trustee and the City to rely thereon, certifying that the insurance program for the Arena and the Project is sufficient and consistent with that of other comparable professional sports arenas of similar scope; and (ii) certificates from the Insurance Broker that all insurances required to be maintained by the City and/or the Manager pursuant to the terms of Section [●] of the Lease Agreement and Section [●] of the Management Agreement and Section [●] of the Covenant Agreement, respectively, (A) are in full force and effect, and (B) all premia due at that time under each relevant insurance have been paid, together with endorsements naming the Trustee (for the benefit of the Owners of the Bonds) as additional insured thereunder. (s) Title Insurance. Such Purchaser shall have received a copy of the title insurance policy required under Section 5.06 (Title Insurance) of the Lease Agreement (or an irrevocable 50 AmericasActive:17009278.8
commitment to issue such title insurance policy), which title insurance policy shall be in form and substance satisfactory to such Purchaser.
(t) Termination of Series 2003 Bonds. Such Purchaser shall have received evidence satisfactory to it that the $42,600,000 Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Financing Project) 2003 Series A (the “Series 2003 Bonds”), have been redeemed in full and the lease agreement and all other agreements and documents relating to the Series 2003 Bonds have been terminated. (u) No Bond Rating; DTC; Offering Document. The Series 2023[●] Bonds shall not be (i) assigned a separate rating by any Rating Agency, (ii) registered with The Depositary Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement, or (iv) purchased pursuant to a private placement by a registered broker- dealer.
(v) Patriot Act; Anti-Money Laundering Laws, Etc. At least ten (10) days prior to the Closing Date, such Purchaser shall have received all documentation and other information relating to the Authority, the City, the Manager, TeamCo, the Trustee, the Accounts Bank and any other Person that such Purchaser requests in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including Anti-Corruption Laws, Sanctions and the Patriot Act.
(w) Solvency Certificate. Such Purchaser shall have received a Solvency Certificate from the Manager in form, scope and substance satisfactory to such Purchaser, and certifying that after giving effect to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, the Manager will be Solvent. (x) Lien Searches. Such Purchaser shall have received such Lien search reports as it shall require, dated as of a date no earlier than two (2) weeks prior to the Closing Date and listing no effective Lien on the Collateral granted under any Collateral Document. (y) Creation and Perfection of First Priority Lien. Such Purchaser shall have received evidence satisfactory to it of the compliance by the Authority and the City of its respective obligations under the Financing Documents (including its respective obligations to execute or authorize, as applicable, and deliver UCC-1 financing statements, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein) which is necessary to create, in favor of the Trustee (for the benefit of the Owners of the Bonds) a valid and perfected first priority Lien in and to the Collateral. (z) Funding Instructions. At least three (3) Business Days prior to the Closing Date, such Purchaser shall have received written instructions signed by an Authorized Officer of the Authority confirming (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number/Swift Code/IBAN, as applicable, and (iii) the account name and number into which the proceeds of the Series 2023[●] Bonds is to be deposited. (aa) Written Request No. 1 for Disbursements from Costs of Issuance Account. Such Purchaser shall have received the Written Request No. 1 for Disbursements from Costs of Issuance 51 AmericasActive:17009278.8
Account signed by an Authorized Officer of the City, pursuant to Section 3.01 (Authorization and Issuance of Series 2023[●] Bonds) of the ______ Supplemental Indenture. (bb) Conditions Precedent to Closing in Covenant Agreement. All conditions precedent set forth in Section 2 (Conditions Precedent to Closing) of the Covenant Agreement shall have been satisfied by the Manager or waived in writing by such Purchaser. (cc) Issuance of Series 2023[●] Bonds. All conditions precedent to the issuance of the Series 2023[●] Bonds shall have been satisfied and the Series 2023[●] Bonds shall have been issued, authenticated and delivered in accordance with the terms of the Indenture. (dd) Other Matters. All other legal matters pertaining to the execution and delivery of this Agreement and the other Financing Documents shall be satisfactory to such Purchaser and its counsel, and such Purchaser shall have received such other statements, certificates, agreements, documents and information with respect to the Authority, the City, the Trustee, the Manager, TeamCo and the other parties to the Financing Documents and matters contemplated by this Agreement as such Purchaser may reasonably request.

Section 4.02. Conditions Precedent to Purchases. The obligation of each Purchaser to make a Purchase on the related Date of Purchase (including, in the case of the Initial Purchase, the Closing Date) is subject to the following conditions:
(a) Representations and Warranties. The representations and warranties of the Authority set forth in Article V (Representations and Warranties of the Authority) and in each other Authority Document, the representations and warranties of the City set forth in Article VI (Representations and Warranties of the City) and in each other City Document, and the representations and warranties of the Manager set forth in the Manager Documents, shall, in each case, be true and correct in all material respects on such Date of Purchase (except to the extent any such representation or warranty expressly relates to an earlier date). (b) Performance; No Default. The Authority and the City shall have performed and complied with all agreements and conditions contained in this Agreement and each other Financing Document to which it is a party required to be performed or complied with by it prior to or on such Date of Purchase. No Default or Event of Default shall have occurred and be continuing on such Date of Purchase.
(c) Request for Purchase. Such Purchaser shall have received a Request for Purchase as required under, and in strict conformity with, Section 2.01(d) (Requests for Purchase), together with evidence satisfactory to such Purchaser that each of the conditions to construction draws set forth in Section [●] ([●]) of the Construction Disbursement Agreement have been satisfied. (d) Report of Proposed Debt Issuance. Such Purchaser shall have received a copy of the Acknowledgement of Receipt of Report of Proposed Debt Issuance and Notice of Final Sale from the California Debt and Investment Advisory Commission, with respect to the Series 2023[●] Bonds to be issued on the related Date of Purchase.
(e) Use of Proceeds of Series 2023[●] Bonds. Such Purchaser shall have received evidence of the Authority’s and the City’s intended use of proceeds of the related Purchase in 52 AmericasActive:17009278.8
accordance with Section 5.07 (Use of Proceeds of Series 2023[●] Bonds) and any other information regarding the same that such Purchaser may reasonably request. (f) Funding of Reserve Accounts. To the extent applicable, such Purchaser shall have received satisfactory evidence that (x) the Series 2023[●] Debt Service Reserve Account is fully funded in an amount at least equal to the Series 2023[●] Debt Service Reserve Requirement, and (y) the Series 2023[●] Work Stoppage Reserve Account is fully funded in an amount at least equal to the Series 2023[●] Work Stoppage Reserve Requirement. (g) Payment of Fees and Expenses. On or prior to such Date of Purchase, (i) such Purchaser shall have received (i) all fees and other amounts due and payable on or prior to such Date of Purchase (or evidence that such fees will be paid with the proceeds of the Purchase made on such Date of Purchase), including, to the extent invoiced, reimbursement or payment of (A) the fees and expenses of the CFD Consultant, and (B) all out-of-pocket expenses required to be reimbursed or paid by the Authority under any Financing Document (including the legal fees and expenses of such Purchaser’s special counsel); and (ii) JPM shall have received payment of the fees and other amounts to which it is entitled as set out in the Fee Letter. (h) Construction Monitor’s Construction Report. Such Purchaser shall have received (together with such supporting certifications and written evidence as such Purchaser shall reasonably request), and be satisfied with the contents of, a Construction Report from the Construction Monitor (i) confirming its review and/or inspection with respect to (A) the items and costs for which such Purchase relates and certifying that construction of the Project has not materially deviated from the Development Documents, (B) the construction of the Project, and (C) the sufficiency of funds on deposit in the Construction Account to (1) cause Substantial Completion to be achieved by the Substantial Completion Date (as such terms are defined in the Covenant Agreement) and (2) fund all “punch list” items by the Scheduled Completion Date; and (ii) a recommendation that such Purchase be funded based on such review. (i) Progress Reports. Such Purchaser and the Construction Monitor shall have received all material progress reports delivered to the Trustee by the Manager or any other Person pursuant to the Development Documents since the date of the prior Purchase. (j) Project Cost Overruns. In the event that the Project Costs set forth in the Construction Budget exceed the amount of proceeds available from the Series 2023 Bonds (a “Cost Overrun”), such Purchaser shall have received satisfactory evidence that the Manager has funded the Construction Account in immediately available funds from the proceeds of a Debt Service Loan and applied such funds to pay any such Cost Overruns of the Project prior to any additional funds being drawn under the Series 2023[●] Bonds.
(k) Sufficiency of Construction Funds. The sum of (without duplication) (i) the proceeds of the Series 2023[●] Bonds, (ii) the proceeds of the Series 2023[●] Bonds, (iii) the proceeds of any Debt Service Loans, and (iv) the undisbursed funds in the Construction Account equals or exceeds the amount necessary to pay all Project Costs which have been incurred prior to such Date of Purchase (and remain unpaid) or are reasonably likely to be incurred in connection with the Project in order to achieve Final Completion by the Scheduled Completion Date. 53 AmericasActive:17009278.8
(l) No Material Adverse Effect. No event, act, condition or occurrence of whatever nature shall have occurred that would result in a Material Adverse Effect. (m) No Termination of Commitment. The Commitment and the obligation of such Purchaser to make a Purchase hereunder shall not have terminated pursuant to Section 9.02 (Consequences of an Event of Default) or pursuant to Section 2.06 (Permanent Reduction and Termination of Available Commitment).

Section 4.03. Conditions Precedent to Financing Costs Purchases. The obligation of each Purchaser to make a Purchase pursuant to a Standing Financing Costs Purchase Request is subject to the Purchasers’ Representative’s receipt of a Standing Financing Costs Purchase Request delivered in accordance with Section 2.01(c) (Financing Costs Purchases). Each Financing Costs Purchase shall be deemed to constitute a representation and warranty by the Authority on the date thereof as to the matters specified in Section 4.02(a) (Representations and Warranties) and Section 4.02(b) (No Default).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE AUTHORITY
The Authority makes the following representations and warranties to each Series 2023[●] Bondowner:

Section 5.01. Existence; Authorization and Validity.
(a) The Authority is, and will be on the Closing Date, a joint powers agency of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to issue the Series 2023[●] Bonds pursuant to the Act, to execute, deliver and enter into the Indenture, the Assignment Agreement, the Accounts Agreement, the Ground Lease, the Lease Agreement, [the Landlord Estoppel Certificate (Lease Agreement),] and this Agreement (collectively, the “Authority Documents”) and, when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority in accordance with their respective terms. (b) By all necessary official action of the Authority prior to or concurrently with the Closing Date, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Documents.
(c) None of the Authority’s proceedings or authority for the issuance, execution and delivery of the Series 2023[●] Bonds, or the execution and delivery of the Authority Documents, or the adoption of the resolution or resolutions of the governing body of the Authority authorizing the issuance, sale, execution and delivery of the Series 2023[●] Bonds and the Authority Documents, has been repealed, modified, amended, revoked or rescinded. (d) Any certificate signed by any Authorized Officer of the Authority, and delivered to the Purchasers in connection with the delivery of the Series 2023[●] Bonds and the Authority 54 AmericasActive:17009278.8
Documents, shall be deemed a representation and warranty by the Authority to the Series 2023[●] Bondowners as to the statements made therein.

Section 5.02. Enforceability.
(a) The Authority will deliver the duly executed Series 2023[●] Bonds and the Authority Documents on the Closing Date and on each Date of Purchase (as applicable) and, when executed and delivered, the Series 2023[●] Bonds and the Authority Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. Each of the Authority Documents is in full force and effect. (b) When delivered by the Authority in accordance with the provisions of this Agreement and the Indenture, the Series 2023[●] Bonds will have been duly authorized, executed and delivered and will constitute the legal, valid and binding special obligations of the Authority in conformity with, and entitled to the benefit and security of, the Indenture and the Assignment Agreement.

Section 5.03. Compliance with Laws and Contracts; No Conflict. (a) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument which would affect its ability to perform under the Authority Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the Authority Documents and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents. (b) At the date hereof and as of the Closing Date, the Authority will be in compliance with the covenants and agreements contained in the Authority Documents, and no event of default and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder shall have occurred and be continuing that would materially adversely affect the due performance by the Authority of its obligations under the Authority Documents.
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Section 5.04. No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, Governmental Authority, public board or body, pending or, to the best knowledge of the Authority after reasonable investigation, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the Authority, the validity or enforceability of the Series 2023[●] Bonds or the Authority Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Authority Documents.

Section 5.05. No Event of Default. No Event of Default or Default has occurred and is continuing.

Section 5.06. Regulatory Approvals. (a) All authorizations, approvals, licenses, permits, consents and orders of any Governmental Authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained; and (b) all authorizations, approvals, licenses, permits, consents and orders of any Governmental Authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Series 2023[●] Bonds and the Authority Documents have been duly obtained.

Section 5.07. Use of Proceeds of Series 2023[●] Bonds. The proceeds of any Financing Costs Purchase will be used solely as provided in Section 2.01(c) (Financing Costs Purchases).

The Authority will apply, or cause the application of, the proceeds of the Series 2023[●] Bonds as follows: (a) to deposit into the Construction Account for use by the Manager (on behalf of the City) to pay or reimburse the Project Costs, in each case subject to the Construction Budget and review and sign-off by the Construction Monitor in accordance with the terms of the Construction Disbursement Agreement; (b) to pay fees and expenses incurred in connection with the making or processing of any Purchase (including, without limitation, the payment of commitment fees); (c) to fund interest and fees due on the Series 2023[●] Bonds for a period of two years from the Closing Date; and (d) to pay fees and expenses incurred in connection with the issuance and sale of the Series 2023[●] Bonds (including, without limitation, the Structuring Fee and the Upfront Fee).

Section 5.08. Representations in Authority Documents. The Authority makes to each Series 2023[●] Bondowner each of the representations and warranties as were made by it in each of the Authority Documents, which representations and warranties, together with the related definitions of terms contained therein, are hereby incorporated by reference with the same force and effect as if each and every such representation and warranty and definition were set forth herein in its entirety. No amendment, modification, termination or replacement of any such representations and warranties and definitions contained in any Authority Document shall be effective to amend, modify, terminate or replace said representations and warranties and 56 AmericasActive:17009278.8
definitions incorporated herein by this reference, without the prior written consent of the Series 2023[●] Bondowners.

Section 5.09. Correct Information. No fact is known to any Authorized Officer of the Authority that materially adversely affects or, in the future, may (so far as he/she can reasonably foresee) materially adversely affect the security for any of the Series 2023[●] Bonds, or the ability of the Authority to repay when due the obligations of the Authority under this Agreement and the Authority Documents that has not been set forth in the documents referred to in this Section 5.09 or in such information, reports, papers and data or otherwise disclosed in writing to the Series 2023[●] Bondowners.

Section 5.10. No Proposed Legal Changes. There is no amendment, or, to the knowledge of the Authority, proposed amendments certified for placement on a statewide ballot, to the Act, the Constitution of the State of California or any published administrative interpretation of the Act or the Constitution of the State of California or any law or any legislation that has passed either house of the legislatures of the State of California, or any published judicial decision interpreting any of the foregoing, in each case relating to the transactions contemplated by the Transaction Documents, the effect of which could reasonably be expected to have a Material Adverse Effect.

Section 5.11. The Trustee. U.S. Bank Trust Company, National Association (or a successor or assign appointed in accordance with the terms of the Indenture) is the duly appointed and acting Trustee.

Section 5.12. No Sovereign Immunity. The Authority is not immune from suit or other legal proceedings, nor to any judgment rendered in connection therewith, instituted to enforce the terms of the Series 2023[●] Bonds, this Agreement, or the other Authority Documents.

Section 5.13. Security.
(a) The Indenture creates in favor of the Trustee (for the benefit of the Owners of the Bonds) a valid first priority pledge of certain accounts held under the Indenture and the Accounts Agreement (except for the Series 2023[●] Debt Service Reserve Account and the Series 2023[●] Work Stoppage Reserve Account which are held by the Trustee solely for the benefit of the Series 2023[●] Bondowners) and all such money in the pledged accounts shall not be pledged to any other Debt of the Authority.
(b) The Assignment Agreement assigns and transfers to the Trustee (for the benefit of the Owners of the Bonds) all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement (including, without limitation, its right to receive the Lease Revenues (including the Base Rental Payments) to be paid by the City under and pursuant to the Lease Agreement), except that the Authority will retain its obligations under the Lease Agreement and the Ground Lease, its rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.
(c) The Indenture does not permit the issuance of Additional Bonds secured by the Lease Revenues to rank senior to the Series 2023[●] Bonds. No filing, registering, or recording 57 AmericasActive:17009278.8
of the Indenture or the Assignment Agreement or any other instrument is required to establish the pledge of or to perfect, protect or maintain the Lien on the money in the pledged accounts, the Lease Revenues, or any other funds and accounts under the Indenture and the Accounts Agreement, except for the filing of UCC-1 financing statements.

Section 5.14. Margin Regulations. The Authority is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Series 2023[●] Bonds will be used to buy or carry any Margin Stock.

Following the application of the proceeds of each Series 2023[●] Bonds, not more than 25% of the value of the assets will be Margin Stock.

Section 5.15. Solvency. The Authority is solvent and able to pay its debts as they become due.

Section 5.16. Taxes. The Authority has filed all federal, state and other material tax returns and reports required to be filed, and has paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon the Authority or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Authority that would, if made, have a Material Adverse Effect.

Section 5.17. Investment Company Act Status. The Authority is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 5.18. Anti-Corruption Laws and Sanctions.
(a) The Authority has implemented and maintains in effect policies and procedures designed to ensure compliance by the Authority and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
(b) None of (i) the Authority, any of its directors, officers or employees, or (ii) to the knowledge of the Authority, any agent of the Authority that will act in any capacity in connection with or benefit from the Series 2023[●] Bonds or any other Authority Document, is a Sanctioned Person.
(c) No Purchase, use of the proceeds of the Series 2023[●] Bonds or any other transaction contemplated by this Agreement will violate any Anti-Corruption Laws or applicable Sanctions.

Section 5.19. Usury. None of the Authority Documents or the Series 2023[●] Bonds provide for any payments that would violate any Applicable Law regarding permissible maximum rates of interest.
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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE CITY
The City makes the following representations and warranties to each Series 2023[●] Bondowner:

Section 6.01. Existence; Authorization and Validity.
(a) The City is, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, and this Agreement (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.
(b) By all necessary official action of the City prior to or concurrently with the Closing Date, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents. (c) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded. (d) Any certificate signed by any Authorized Officer of the City, and delivered to the Purchasers in connection with the delivery of the Series 2023[●] Bonds and the City Documents, shall be deemed a representation and warranty by the City to the Series 2023[●] Bondowners as to the statements made therein.

Section 6.02. Enforceability. The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally.

Section 6.03. Compliance with Laws and Contracts; No Conflict. (a) The City is not in any breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such 59 AmericasActive:17009278.8
instrument which would affect its ability to perform under the City Documents; and the issuance of the Series 2023[●] Bonds and the execution and delivery of the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Collateral Documents.
(b) At the date hereof and as of the Closing Date, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of default shall have occurred and be continuing and no event has occurred and is continuing which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder.

Section 6.04. No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, Governmental Authority, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance or delivery of the Series 2023[●] Bonds or contesting or affecting, as to the City, the validity or enforceability of the Series 2023[●] Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents.

Section 6.05. No Event of Default. No Event of Default or Default has occurred and is continuing.

Section 6.06. Regulatory Approvals. (a) All authorizations, approvals, licenses, permits, consents and orders of any Governmental Authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Series 2023[●] Bonds under the Indenture have been duly obtained; and (b) all authorizations, approvals, licenses, permits, consents and orders of any Governmental Authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained.

Section 6.07. Use of Proceeds of Series 2023[●] Bonds. The City will apply, or will cause the Manager to apply, the proceeds of the Series 2023[●] Bonds it receives from the Authority and deposited into the Construction Account to pay or reimburse the Project Costs, in 60 AmericasActive:17009278.8
each case subject to the Construction Budget and review and sign-off by the Construction Monitor in accordance with the terms of the Construction Disbursement Agreement.

Section 6.08. Representations in City Documents. The City makes to each Series 2023[●] Bondowner each of the representations and warranties as were made by it in each of the City Documents, which representations and warranties, together with the related definitions of terms contained therein, are hereby incorporated by reference with the same force and effect as if each and every such representation and warranty and definition were set forth herein in its entirety.

No amendment, modification, termination or replacement of any such representations and warranties and definitions contained in any City Document shall be effective to amend, modify, terminate or replace said representations and warranties and definitions incorporated herein by this reference, without the prior written consent of the Series 2023[●] Bondowners.

Section 6.09. Correct Information. No fact is known to any Authorized Officer of the City that materially adversely affects or, in the future, may (so far as he/she can reasonably foresee) materially adversely affect the security for any of the Series 2023[●] Bonds, or the ability of the City to repay when due the obligations of the City under this Agreement and the City Documents that has not been set forth in the documents referred to in this Section 6.09 or in such information, reports, papers and data or otherwise disclosed in writing to the Series 2023[●] Bondowners.

Section 6.10. No Proposed Legal Changes. There is no amendment, or, to the knowledge of the City, proposed amendments certified for placement on a statewide ballot, to the Act, the Constitution of the State of California or any published administrative interpretation of the Act or the Constitution of the State of California or any law or any legislation that has passed either house of the legislatures of the State of California, or any published judicial decision interpreting any of the foregoing, in each case relating to the transactions contemplated by the Transaction Documents, the effect of which could reasonably be expected to have a Material Adverse Effect.

Section 6.11. No Sovereign Immunity. The City is not immune from suit or other legal proceedings, nor to any judgment rendered in connection therewith, instituted to enforce the terms of the Series 2023[●] Bonds, this Agreement, or the other City Documents.

Section 6.12. Security. The Lease Agreement creates in favor of the Trustee, as assignee of the Authority (for the benefit of the Owners of the Bonds), a first lien on and security interest in the Account Collateral and all such money in the Account Collateral shall not be pledged to any other Debt of the City.

Section 6.13. Margin Regulations. The City is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Series 2023[●] Bonds will be used to buy or carry any Margin Stock.

Following the application of the proceeds of each Series 2023[●] Bonds, not more than 25% of the value of the assets will be Margin Stock.

Section 6.14. Solvency. The City is solvent and able to pay its debts as they become due.

Section 6.15. Taxes. The City has filed all federal, state and other material tax returns 61 AmericasActive:17009278.8
and reports required to be filed, and has paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon the City or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the City that would, if made, have a Material Adverse Effect.

Section 6.16. Investment Company Act Status. The City is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 6.17. Anti-Corruption Laws and Sanctions.
(a) The City has implemented and maintains in effect policies and procedures designed to ensure compliance by the City and its directors, officers, employees and agents with Anti- Corruption Laws and applicable Sanctions.
(b) None of (i) the City, any of its directors, officers or employees, or (ii) to the knowledge of the City, any agent of the City that will act in any capacity in connection with or benefit from the Series 2023[●] Bonds or any other City Document, is a Sanctioned Person. (c) No use of the proceeds of the Series 2023[●] Bonds or any other transaction contemplated by this Agreement will violate any Anti-Corruption Laws or applicable Sanctions.

Section 6.18. Usury. None of the City Documents or the Series 2023[●] Bonds provide for any payments that would violate any Applicable Law regarding permissible maximum rates of interest.

ARTICLE VII

COVENANTS OF THE AUTHORITY
The Authority covenants and agrees with each Series 2023[●] Bondowner, until the full and final payment and satisfaction of all of the Obligations, that:

Section 7.01. Notice of Default. Immediately after the Authority shall have obtained knowledge of the occurrence of an Event of Default or Default, it shall provide to the Series 2023[●] Bondowners the written statement of an Authorized Officer of the Authority setting forth the details of each such Event of Default or Default and the action which the Authority proposes to take with respect thereto.

Section 7.02. Compliance With Laws. The Authority shall comply with all Applicable Laws (including the Act) applicable to the transactions contemplated by the Authority Documents and with all final orders, writs, judgments, injunctions, decrees or awards to which it may be subject; provided, however, that the Authority may contest the validity or application thereof and appeal or otherwise seek relief therefrom, and exercise any and all of the rights and remedies which it may have with regard thereto, so long as such acts do not affect the Authority’s power and authority to execute this Agreement, to perform its obligations and pay all amounts payable by it hereunder, or to execute and deliver the Authority Documents and to perform its obligations thereunder.
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Section 7.03. Related Obligations. The Authority shall use its best efforts to cause the Trustee at all times to comply with the terms of the Financing Documents to which it is a party.

Section 7.04. Certain Notices. The Authority shall furnish to the Series 2023[●] Bondowners the following:
(a) Prompt written notice of any action, suit or proceeding known to it at law or in equity or by or before any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (b) Prompt written notice of (i) any material dispute which may exist in connection with any transaction contemplated under this Agreement and the other Authority Documents, or (ii) any matter or event which may result in a material adverse change in the Authority’s operations.
(c) At the request of any Series 2023[●] Bondowner, copies of each request made by, and other information as and when provided to, the Trustee. (d) Within thirty (30) days of the issuance of the Series 2023[●] Bonds and any Additional Bonds of the Authority, copies of any disclosure documents distributed in connection therewith; which copies may be provided by notice of posting online at the Authority’s website, Municipal Securities Rule Making Board’s Electronic Municipal Market Access (EMMA) website, or other publicly accessible website designated by the Authority. (e) (i) Prompt written notice of the failure by the Trustee to perform any of its obligations under the Indenture, (ii) forthwith, copies of any written communications, delivered to or received by or on behalf of the Authority, from the Internal Revenue Service with respect to the Series 2023[●] Bonds that relate to an examination of the Series 2023[●] Bonds, (iii) prompt written notice of any proposed termination of this Agreement, (iv) forthwith, copies of each notice required to be given to any Owner pursuant to the Indenture, and (v) such further information with respect to the Authority as any Series 2023[●] Bondowner may reasonably request from time to time.
(f) Promptly after the receipt or giving thereof, copies of all notices of resignation by or removal of the Trustee which are received or given by the Authority. (g) Promptly after the adoption thereof, copies of any amendments of or supplements to any of the Authority Documents.
(h) Written notice of any change in the identity of the Trustee upon becoming aware of the same.

Section 7.05. Appointment of Successor Trustee. The Authority shall not appoint a successor Trustee except in accordance with the terms of the Indenture.

Section 7.06. Incorporation of Certain Covenants. The covenants of the Authority set forth in the Authority Documents, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement for the benefit of the Purchasers and the 63 AmericasActive:17009278.8
other Series 2023[●] Bondowners and shall be enforceable against the Authority. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein.

Section 7.07. Liens, Etc. The Authority shall not create any Lien upon or with respect to its right, title and interest in and to the Ground Lease and the Lease Agreement or its interest in the Lease Revenues (including, without limitation, any of the funds or accounts created under the Indenture and the Accounts Agreement) except those Liens created in favor of the Trustee (for the benefit of the Owners, including the Series 2023[●] Bondowners) pursuant to the Collateral Documents.

Section 7.08. Trustee. The Authority shall at all times maintain a Trustee under the Indenture.

Section 7.09. Maintenance of Approvals; Filings, Etc. The Authority shall at all times maintain, or cause to be maintained, in effect, renew and comply with all the terms and conditions of all consents, licenses, approvals and authorizations as may be necessary or appropriate under any Applicable Law.

Section 7.10. Payment of Other Liabilities. The Authority will pay, or cause to be paid, or otherwise satisfied, all of its other material indebtedness and obligations promptly other than those (i) whose validity is being contested in good faith in appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or (ii) where failure to pay the same could not reasonably be expected to have a Material Adverse Effect.

Section 7.11. Further Assurances. The Authority shall, upon the request of any Series 2023[●] Bondowner, from time to time, execute and deliver such documents and instruments and take such further action as may be reasonably necessary to effectuate the provisions of this Agreement and the Authority Documents. Except to the extent it is exempt therefrom, the Authority will pay or cause to be paid, solely from the Account Collateral and the Lease Revenues available therefor, all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or state fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, the Authority Documents and such instruments of further assurance.

Section 7.12. Maintenance of Existence; Mergers. Subject to any legislation which may be enacted into law in the State of California or the Congress of the United States subsequent to the Closing Date, the Authority (a) will preserve and maintain its existence, rights (charter and statutory), franchises and licenses, if the failure to preserve and maintain any of the foregoing could reasonably be expected to have a Material Adverse Effect, and (b) will not, without the prior written consent of the Majority Series 2023[●] Bondowners, (i) merge or consolidate with any other organization nor (ii) sell, lease or transfer all or substantially all of its property to any Person, or turn over the management or operation of any substantial part of its business, property or assets, to any other Person, except as otherwise provided in the Indenture, the Assignment and the Act. 64 AmericasActive:17009278.8
Section 7.13. Insurance. The Authority shall at all times maintain, or cause to be maintained, insurance with respect to the Property against such risks, in such amounts, with such companies and with such deductibles as provided in the Lease Agreement.

Section 7.14. Disclosure by Purchasers. The Authority agrees to permit each Purchaser to disclose any information received by such Purchaser in connection herewith to any Participant of such Purchaser, Purchaser Transferee and Non-Purchaser Transferee and auditors or governmental officials conducting a review of such Purchaser’s books and records.

Section 7.15. Federal Reserve Regulations.
(a) No part of the proceeds of any Series 2023[●] Bonds will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.
(b) The Authority will not request any Purchase of Series 2023[●] Bonds, and the Authority shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of any Series 2023[●] Bonds (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.

Section 7.16. Issuance of Additional Bonds. The Authority shall not issue any Additional Bonds except in accordance with the terms of the Indenture.

Section 7.17. Waiver of Sovereign Immunity. The Authority hereby agrees not to assert the defense of any future right of sovereign immunity in any legal proceeding to enforce or collect upon the obligations of the Authority under this Agreement or the other Authority Documents or the transactions contemplated hereby and thereby.

Section 7.18. Authority Documents. The Authority shall not terminate, modify or amend or consent to any termination, modification, amendment or waiver in any material respect of any Authority Document without the prior written consent of the Series 2023[●] Bondowners.

Section 7.19. Sanctions Laws and Regulations.
(a) The Authority shall not knowingly, directly or indirectly, use the proceeds of the Series 2023[●] Bonds, or lend, contribute or otherwise make available such proceeds to any Person (i) in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any other manner that would result in a violation of any Sanctions by any Party hereto.
(b) None of the funds or assets of the Authority that are used to pay any amount due pursuant to this Agreement or any other Authority Document shall constitute funds obtained from 65 AmericasActive:17009278.8
transactions with or relating to Sanctioned Persons or countries which are the subject of sanctions under any Sanctions laws and regulations.
(c) The Authority will maintain in effect policies and procedures designed to ensure compliance by the Authority and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
(d) The Authority shall not knowingly use, or permit the use of, the proceeds of any Series 2023[●] Bond (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.

Section 7.20. Series 2023[●] Bond Ratings, Etc. The Authority shall not agree to the Series 2023[●] Bonds to be (a) assigned a separate rating by any Rating Agency, (b) registered with The Depositary Trust Company or any other securities depository, (c) issued pursuant to any type of offering document or official statement, or (d) purchased pursuant to a private placement by a registered broker-dealer.

Section 7.21. Use of Proceeds of Series 2023[●] Bonds. The Authority shall use the proceeds of the Series 2023[●] Bonds solely in accordance with the terms of Section 5.07 (Use of Proceeds of Series 2023[●] Bonds) and shall not use or permit the Trustee, the City or any other Person to knowingly use any such proceeds (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.

Section 7.22. Restriction on Investments in Accounts. The Authority shall only invest the moneys in the Accounts in Permitted Investments.

ARTICLE VIII

COVENANTS OF THE CITY
The City covenants and agrees with each Series 2023[●] Bondowner, until the full and final payment and satisfaction of all of the Obligations, that:

Section 8.01. Notice of Default. Immediately after the City shall have obtained knowledge of the occurrence of an Event of Default or Default, it shall provide to the Series 2023[●] Bondowners the written statement of an Authorized Officer of the City setting forth the details of each such Event of Default or Default and the action which the City proposes to take with respect thereto.

Section 8.02. Compliance With Laws. The City shall comply with all Applicable Laws applicable to the transactions contemplated by the City Documents and with all final orders, writs, judgments, injunctions, decrees or awards to which it may be subject; provided, however, that the 66 AmericasActive:17009278.8
City may contest the validity or application thereof and appeal or otherwise seek relief therefrom, and exercise any and all of the rights and remedies which it may have with regard thereto, so long as such acts do not affect the City’s power and authority to execute this Agreement, to perform its obligations and pay all amounts payable by it hereunder, or to execute and deliver the City Documents and to perform its obligations thereunder.

Section 8.03. Related Obligations. The City shall use its best efforts to cause the Manager at all times to comply with the terms of the Financing Documents to which it is a party.

Section 8.04. Certain Notices. The City shall furnish to the Series 2023[●] Bondowners the following:
(a) Prompt written notice of any action, suit or proceeding known to it at law or in equity or by or before any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (b) Prompt written notice of (i) any material dispute which may exist in connection with any transaction contemplated under this Agreement and the other City Documents, or (ii) any matter or event which may result in a material adverse change in the City’s operations. (c) At the request of any Series 2023[●] Bondowner, copies of each request made by, and other information as and when provided to, the Trustee or the Manager. (d) (i) Prompt written notice of the failure by the Manager to perform any of its obligations under the Management Agreement, (ii) prompt written notice of any proposed termination of this Agreement, and (iii) such further information with respect to the City as any Series 2023[●] Bondowner may reasonably request from time to time. (e) Promptly after the receipt or giving thereof, copies of all notices of resignation by or removal of the Manager which are received or given by the City. (f) Promptly after the adoption thereof, copies of any amendments of or supplements to any of the City Documents.

Section 8.05. Appointment of Successor Manager. The City shall not appoint a successor Manager except in accordance with the terms of the Management Agreement and the Indenture.

Section 8.06. Incorporation of Certain Covenants. The covenants of the City set forth in the City Documents, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Agreement for the benefit of the Purchasers and the other Series 2023[●] Bondowners and shall be enforceable against the City. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein.

Section 8.07. Liens, Etc. The City shall not create or suffer to exist any Lien upon or with respect to the Lease Revenues, including, without limitation, any of the funds or accounts 67 AmericasActive:17009278.8
created under the Indenture and the Accounts Agreement except those Liens created in favor of the Trustee (for the benefit of the Owners, including the Series 2023[●] Bondowners) pursuant to the Collateral Documents.

Section 8.08. Manager. The City shall at all times maintain a Manager under the Management Agreement.

Section 8.09. Maintenance of Approvals; Filings, Etc. The City shall at all times maintain, or cause to be maintained, in effect, renew and comply with all the terms and conditions of all consents, licenses, approvals and authorizations as may be necessary or appropriate under any Applicable Law.

Section 8.10. Payment of Other Liabilities. The City will pay, or cause to be paid, or otherwise satisfied, all of its other material indebtedness and obligations promptly other than those (i) whose validity is being contested in good faith in appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or (ii) where failure to pay the same could not reasonably be expected to have a Material Adverse Effect.

Section 8.11. Further Assurances. The City shall, upon the request of any Series 2023[●] Bondowner, from time to time, execute and deliver such documents and instruments and take such further action as may be reasonably necessary to effectuate the provisions of this Agreement and the City Documents. Except to the extent it is exempt therefrom, the City will pay or cause to be paid, solely from the Account Collateral and the Lease Revenues available therefor, all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or state fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, the City Documents and such instruments of further assurance.

Section 8.12. Maintenance of Existence; Mergers. Subject to any legislation which may be enacted into law in the State of California or the Congress of the United States subsequent to the Closing Date, the City (a) will preserve and maintain its existence, rights (charter and statutory), franchises and licenses, if the failure to preserve and maintain any of the foregoing could reasonably be expected to have a Material Adverse Effect, and (b) will not, without the prior written consent of the Majority Series 2023[●] Bondowners, (i) merge or consolidate with any other organization nor (ii) sell, lease or transfer all or substantially all of its property to any Person, or turn over the management or operation of any substantial part of its business, property or assets, to any other Person, except as otherwise provided in the Indenture.

Section 8.13. Insurance. The City shall at all times maintain, or cause to be maintained by the Manager, insurance with respect to the Property against such risks, in such amounts, with such companies and with such deductibles as provided in the Lease Agreement.

Section 8.14. Disclosure by Purchasers. The City agrees to permit each Purchaser to disclose any information received by such Purchaser in connection herewith to any Participant of such Purchaser, Purchaser Transferee and Non-Purchaser Transferee and auditors or governmental officials conducting a review of such Purchaser’s books and records.

Section 8.15. Federal Reserve Regulations.
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(a) No part of the proceeds of any Series 2023[●] Bonds will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.
(b) The City shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of any Series 2023[●] Bonds (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.

Section 8.16. Waiver of Sovereign Immunity. The City hereby agrees not to assert the defense of any future right of sovereign immunity in any legal proceeding to enforce or collect upon the obligations of the City under this Agreement or the other City Documents or the transactions contemplated hereby and thereby.

Section 8.17. City Documents. The City shall not terminate, modify or amend or consent to any termination, modification, amendment or waiver in any material respect of any City Document without the prior written consent of the Series 2023[●] Bondowners.

Section 8.18. Sanctions Laws and Regulations.
(a) The City shall not knowingly, directly or indirectly, use the proceeds of the Series 2023[●] Bonds, or lend, contribute or otherwise make available such proceeds to any Person (i) in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any other manner that would result in a violation of any Sanctions by any Party hereto.
(b) None of the funds or assets of the City that are used to pay any amount due pursuant to this Agreement or any other City Document shall constitute funds obtained from transactions with or relating to Sanctioned Persons or countries which are the subject of sanctions under any Sanctions laws and regulations.
(c) The City will maintain in effect policies and procedures designed to ensure compliance by the City and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
(d) The City shall not knowingly use, or permit the use of, the proceeds of any Series 2023[●] Bond (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.

Section 8.19. Use of Proceeds of Series 2023[●] Bonds. The City shall use the proceeds 69 AmericasActive:17009278.8
of the Series 2023[●] Bonds solely in accordance with the terms of Section 6.07 (Use of Proceeds of Series 2023[●] Bonds) and shall not use or permit the Manager or any other Person to knowingly use any such proceeds (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any Party hereto.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.01. Events of Default. The occurrence of any of the following events (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of law) shall be an “Event of Default” hereunder, unless waived in writing by Purchaser:
(a) any principal of or interest on any Series 2023[●] Bonds shall not be paid when due;
(b) the Authority or the City shall fail to pay any Obligation (other than the obligation to pay the principal of or interest on the Series 2023[●] Bonds) when due; (c) any representation or warranty made by or on behalf of the Authority in this Agreement or in any other Authority Document or in any certificate or statement delivered hereunder or thereunder by or behalf of the Authority shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (d) any representation or warranty made by or on behalf of the City in this Agreement or in any other City Document or in any certificate or statement delivered hereunder or thereunder by or behalf of the City shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(e) the Authority shall default in the due performance or observance of any of the covenants set forth in Section 7.01 (Notice of Default), Section 7.05 (Appointment of Successor Trustee), Section 7.07 (Liens, Etc.), Section 7.08 (Trustee), Section 7.11 (Interest on Series 2023[●] Bonds), Section 7.13 (Maintenance of Existence; Mergers), Section 7.14 (Insurance), Section 7.16 (Observance of Federal Reserve Regulations), Section 7.17 (Issuance of Additional Bonds), Section 7.18 (Waiver of Sovereign Immunity), Section 7.19 (Authority Documents), Section 7.20 (Sanctions Laws and Regulations), Section 7.22 (Series 2023[●] Bond Ratings, Etc.), Section 7.23 (Use of Proceeds of Series 2023[●] Bonds), or Section 7.24 (Restriction on Investments in Accounts);
(f) the City shall default in the due performance or observance of any of the covenants set forth in Section 8.01 (Notice of Default), Section 8.05 (Appointment of Successor Manager), Section 8.07 (Liens, Etc.), Section 8.08 (Manager), Section 8.12 (Maintenance of Existence; Mergers), Section 8.13 (Insurance), Section 8.15 (Observance of Federal Reserve Regulations), Section 8.16 (Waiver of Sovereign Immunity), Section 8.17 (City Documents), Section 8.18 (Sanctions Laws and Regulations), or Section 8.19 (Use of Proceeds of Series 2023[●] Bonds); 70 AmericasActive:17009278.8
(g) the Authority or the City shall default in the due performance or observance of any other term, covenant or agreement contained in this Agreement (other than those referred to in Sections 9.01(a) through (f) above) or in or any other Authority Document or City Document, as applicable, and such default shall remain unremedied for a period of thirty (30) days after the earlier of (i) an Authorized Officer of the Authority or the City, as applicable, obtaining actual knowledge of such default and (ii) the Authority or the City, as applicable, receiving written notice of such default from any Series 2023[●] Bondowner;
(h) the Manager shall default in the due performance or observance of any term, covenant or agreement contained in any Manager Document beyond the period of grace, if any, provided in such Manager Document or an “Event of Default” (as such term is defined in the Covenant Agreement) shall have occurred and be continuing; (i) the Authority, the City or the Manager shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in clauses (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 9.01(j) below; (j) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Authority, the City or the Manager or any substantial part of its property, or a proceeding described in Section 9.01(i)(v) shall be instituted against the Authority, the City or the Manager and such proceeding continues undismissed or unstayed for a period of sixty (60) or more days;
(k) (i) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on the Series 2023 Bonds or any Additional Bonds by the Authority or any Governmental Authority with appropriate jurisdiction or (ii) any Governmental Authority of competent jurisdiction shall declare a financial emergency or similar declaration with respect to the Authority or the City and shall appoint or designate, with respect to the Authority, a neutral evaluator, an emergency manager or an entity such as an organization, a board, a commission, an authority, an agency or any other similar body to examine or manage the affairs and operations of the Authority or the City; (l) (i) any material provision of this Agreement or any other Authority Document or City Document shall at any time for any reason cease to be valid and binding on the Authority or the City, as applicable, or shall be declared in a final non-appealable judgment by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable;
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(ii) the validity or enforceability of any material provision of this Agreement or any other Authority Document or City Document shall be contested by the Authority or the City, as applicable, or by any other Governmental Authority of competent jurisdiction; (m) dissolution or termination of the existence of the Authority or the City; (n) the Authority shall (i) default on the payment of the principal of or interest on the Series 2023[●] Bonds or any Additional Bonds, beyond the period of grace, if any, provided in the Indenture; or (ii) default in the observance or performance of any agreement or condition relating to the Series 2023[●] Bonds or any Additional Bonds or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) or cause the Series 2023[●] Bonds or any such Additional Bonds to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of the Series 2023[●] Bonds or such Additional Bonds;
(o) the Manager shall (i) default on the payment of the principal of or interest on any Debt that is outstanding in an aggregate principal amount of at least $3,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Debt in an aggregate outstanding principal amount of at least $3,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) or cause any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt; (p) one or more final judgments or orders for the payment of money aggregating in excess of $3,000,000, including any such final order enforcing a binding arbitration decision, are rendered against the Manager and which judgments are not, within sixty (60) days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within sixty (60) days after the expiration of such stay;
(q) any “Event of Default” under the Indenture or any “event of default” under any other Financing Document (as defined respectively therein) shall have occurred; (r) any Lease Revenues or Permitted Investments on deposit in, or otherwise to the credit of, any of the funds or accounts established under the Indenture and the Accounts Agreement shall become subject to any writ, judgment, warrant or attachment, execution or similar process which shall not have been vacated, discharged or stayed or appealed within sixty (60) days from the entry thereof;
(s) any Lien created by the Collateral Documents to secure any amount due under this Agreement or the Series 2023[●] Bonds shall fail to be fully enforceable with the priority required under the Collateral Documents, as determined by a final, non-appealable judgment; or 72 AmericasActive:17009278.8
(t) the Project shall fail to be substantially completed by the Scheduled Completion Date, subject to extension for a Force Majeure Event, such extension not to exceed one hundred twenty (120) days (the “Outside Completion Date”).

Section 9.02. Consequences of an Event of Default. If an Event of Default specified in Section 9.01 (Events of Default) shall occur and be continuing, the Majority Series 2023[●] Bondowners may take one or more of the following actions at any time and from time to time (regardless of whether the actions are taken at the same or different times):
(a) by written notice to the Trustee, the Authority and the City, declare the outstanding amount of the Obligations under this Agreement to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue; (b) deliver a written notice to the Trustee, the Authority and the City that an Event of Default has occurred and is continuing and direct the Trustee and the Authority, as applicable, to cause acceleration of the Series 2023[●] Bonds or take such other remedial action as is provided for in the Indenture;
(c) by written notice to the Trustee, the Authority and the City, terminate the Commitment of the Purchasers to purchase Series 2023[●] Bonds hereunder whereupon the Commitment of the Purchasers to purchase Series 2023[●] Bonds hereunder shall be immediately terminated;
(d) either personally or by attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court in any appropriate action or proceeding, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Financing Documents or to enforce performance or observance of any obligation, agreement or covenant of the Authority or the City under the Financing Documents, whether for specific performance of any agreement or covenant of the Authority or the City or in aid of the execution of any power granted to the Series 2023[●] Bondowners in the Financing Documents; (e) cure any Default, Event of Default or event of nonperformance hereunder or under any Financing Document; provided, however, that no Series 2023[●] Bondowner shall have an obligation to effect such a cure; and
(f) exercise, or cause to be exercised, any and all remedies as it may have under the Financing Documents and as otherwise available at law and at equity.

Section 9.03. Remedies Cumulative; Solely for the Benefit of Purchasers and Series 2023[●] Bondowners.
(a) To the extent permitted by, and subject to the mandatory requirements of, Applicable Law, each and every right, power and remedy herein specifically given to the Purchasers and the Series 2023[●] Bondowners in the Financing Documents shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy (whether specifically herein given or otherwise existing) may be 73 AmericasActive:17009278.8
exercised from time to time and as often and in such order as may be deemed expedient by the Purchasers and the Series 2023[●] Bondowners, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy.
(b) The rights and remedies of the Purchasers and the Series 2023[●] Bondowners specified herein are for the sole and exclusive benefit, use and protection of the Purchasers and the Series 2023[●] Bondowners, and the Purchasers and the Series 2023[●] Bondowners are entitled, but shall have no duty or obligation to the Authority, the City, the Trustee or any other Person or otherwise, to exercise or to refrain from exercising any right or remedy reserved to the Purchasers and the Series 2023[●] Bondowners hereunder or under any of the other Financing Documents.

Section 9.04. Waivers or Omissions. No delay or omission by any Purchaser or any Series 2023[●] Bondowner in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right remedy or power or be construed to be a waiver of any default on the part of such Purchaser or such Series 2023[●] Bondowner or to be acquiescence therein.

No express or implied waiver by any Purchaser or any Series 2023[●] Bondowner of any Event of Default shall in any way be a waiver of any future or subsequent Event of Default.

Section 9.05. Discontinuance of Proceedings. In case any Purchaser or any Series 2023[●] Bondowner shall proceed to invoke any right, remedy or recourse permitted hereunder or under the Financing Documents and shall thereafter elect to discontinue or abandon the same for any reason, such Purchaser or such Series 2023[●] Bondowner shall have the unqualified right so to do and, in such event, the Parties shall be restored to their former positions with respect to the Obligations, the Financing Documents and otherwise, and the rights, remedies, recourse and powers of the Purchasers and the Series 2023[●] Bondowners hereunder shall continue as if the same had never been invoked.

ARTICLE X

INDEMNIFICATION
Section 10.01. Indemnification.
(a) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Authority hereby agrees (to the extent permitted by Applicable Law) to indemnify and hold harmless each Purchaser and each other Series 2023[●] Bondowner and their Affiliates and their respective officers, directors, employees and agents (each, an “Indemnitee”) from and against any and all claims, actions, damages, losses, liabilities, judgments, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may be incurred or which may be claimed against an Indemnitee by any Person (collectively, the “Liabilities”) by reason of or in connection with (i) the execution and delivery or transfer of, or payment or failure to pay under, any Financing Document; (ii) the issuance and sale of the Series 2023[●] Bonds; and (iii) the use of the proceeds of the Series 2023[●] Bonds; provided that the Authority shall not be required to indemnify an Indemnitee for any Liabilities (A) to the extent, but only to the extent, determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the willful misconduct or gross negligence of such 74 AmericasActive:17009278.8
Indemnitee or (B) to the extent, but only to the extent, caused by any sale or transfer of the Series 2023[●] Bonds in violation of applicable securities law. (b) If any proceeding shall be brought or threatened against an Indemnitee by reason of or in connection with the events described in Section 10.01(a) above, as a condition of indemnity hereunder each Indemnitee shall promptly notify the Authority in writing and the Authority shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnitee and the payment of all reasonable costs of litigation. Notwithstanding the preceding sentence, each Indemnitee shall have the right to employ its own counsel and to determine its own defense of such action in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the employment of such counsel shall have been authorized in writing by the Authority, or (ii) the Authority, after due notice of the action, shall not have employed counsel satisfactory to such Indemnitee to have charge of such defense, in either of which events the reasonable fees and expenses of counsel for such Indemnitee shall be borne by the Authority. (c) The Authority shall not be liable for any settlement of any such action effected without its consent (such consent not to be unreasonably withheld or delayed). The Authority will not, without the Indemnitee’s written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnitee is an actual or potential party thereto, unless such settlement, compromise, consent or termination includes an unconditional release of each potential Indemnitee from any liability arising out of such claim, action or proceeding.
(d) All Liabilities under this Section 10.01 shall be paid by the Authority solely from the Account Collateral and the Lease Revenues available therefor. (e) Nothing under this Section 10.01 is intended to limit the Authority’s payment of the Series 2023[●] Bonds or other Obligations.

Section 10.02. Liability of the Purchasers.
(a) No Purchaser nor any of its officers, directors, employees, representatives or agents shall be liable or responsible for (i) the use which may be made of any proceeds of the Series 2023[●] Bonds or this Agreement or for any acts, omissions, errors, interruptions, delays in transmission, dispatch or delivery of any message or advice, however transmitted, of the Purchaser in connection with this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents; (ii) any action, inaction or omission which may be taken by such Purchaser in connection with this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents; (iii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iv) payment by such Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; or (v) any other circumstances whatsoever in making or failing to purchase Series 2023[●] Bonds in accordance with the terms herein, except for acts or events described in the immediately preceding clauses (i) through (v), to the extent, but only to the extent, of any direct, as opposed to special, indirect, 75 AmericasActive:17009278.8
consequential or punitive, damages (the right to receive special, indirect, consequential or punitive damages being hereby waived) suffered by it which the Authority proves were caused by such Purchaser’s willful misconduct or gross negligence.
(b) The Authority and the City further agree that any action taken or omitted by any Purchaser under or in connection with this Agreement or any of the other Financing Documents, if done without willful misconduct or gross negligence, shall be effective against the Authority and the City as to the rights, duties and obligations of such Purchaser and shall not place such Purchaser under any liability to the Authority or the City. In furtherance and not in limitation of the foregoing, each Purchaser may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Section 10.03. Survival. The obligations of the Authority and the City under this Article X shall survive the payment of the Series 2023[●] Bonds and the termination of this Agreement.

ARTICLE XI

MISCELLANEOUS
Section 11.01. Patriot Act Notice. Each Purchaser hereby notifies the Authority and the City that pursuant to the requirements of the Patriot Act, it is required to obtain, verify, and record information that identifies the Authority and the City, which information includes the name and address of the Authority and the City and other information that will allow such Purchaser to identify the Authority and the City in accordance with the Patriot Act. The Authority and the City shall, promptly following a request by each Purchaser provide all documentation and other information that such Purchaser requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Section 11.02. Further Assurances.
(a) From time to time upon the request of any Party, the other Parties shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as the requesting Party may in its reasonable discretion deem necessary or desirable to confirm this Agreement and the other Financing Documents, to carry out the purpose and intent hereof and thereof or to enable the requesting Party to enforce any of its rights hereunder or thereunder. (b) At any time and from time to time, upon request by any Purchaser or any Series 2023[●] Bondowner, the Authority and the City will, at the Authority’s or the City’s expense, as applicable, (i) correct any defect, error or omission which may be discovered in the form or content of any of the Financing Documents; and (ii) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates, and other documents as may, in the opinion of such Purchaser or such Series 2023[●] Bondowner, be necessary or desirable in order to complete, perfect or continue and preserve the Liens of the Collateral Documents. Upon any failure by the Authority or the City to do so, the Trustee may make, execute and record any and all such instruments, certificates and other documents for and in the name of the Authority or the City, all at the sole expense of the Authority or the City, as 76 AmericasActive:17009278.8
applicable, and the Authority and the City each hereby appoints the Trustee the agent and attorney- in-fact of the Authority and the City to do so, this appointment being coupled with an interest and being irrevocable.
(c) In addition, at any time and from time to time, upon request by any Purchaser, any Series 2023[●] Bondowner or the Trustee, the Authority and the City will, at the Authority’s or the City’s expense, as applicable, provide any and all further instruments, certificates and other documents as may, in the opinion of such Purchaser, such Series 2023[●] Bondowner or the Trustee, be necessary or desirable in order to verify the Authority’s or the City’s identity and background in a manner satisfactory to such Purchaser, such Series 2023[●] Bondowner or the Trustee, as the case may be.

Section 11.03. Amendments and Waivers.
(a) Subject to Section 2.08(b) and (c) (Alternate Rate of Interest) and Section 11.03(b) below, neither this Agreement, any other Financing Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties thereto with the written consent of the Trustee (acting at the written direction of the Required Bond Owners); provided, however, that no such agreement shall:
(i) increase the Commitment of any Purchaser without the written consent of the Purchaser or the Series 2023[●] Bondowner affected thereby; (ii) postpone the scheduled maturity date of any Series 2023[●] Bond or any date for the payment of any interest or fees payable hereunder or under any Financing Document, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled expiration date of any Commitment, in each case, without the written consent of the Purchaser or the Series 2023[●] Bondowner affected thereby; (iii) extend the fixed maturity of any Series 2023[●] Bond, or reduce the amount of principal thereof or the rate of interest thereon or any fees payable hereunder, or extend the time of payment, without the written consent of the Purchaser or the Series 2023[●] Bondowner affected thereby (provided that only the consent of the Series 2023[●] Bondowners shall be necessary to change the definition of the Default Rate or to waive any obligation of the Authority to pay interest at the Default Rate in all cases other than a payment default); (iv) permit the creation of any lien or security interest on the Base Rental Payments, other Lease Revenues and other Collateral pledged under the Indenture and the other Collateral Documents prior to or on a parity with the lien and security interest created by the Indenture and the other Collateral Documents or deprive the Owners of the Bonds of the lien and security interest created by the Indenture and the other Collateral Documents on such Base Rental Payments, other Lease Revenues and other Collateral (except as expressly provided in the Indenture and the other Collateral Documents), without the written consent of the Series 2023[●] Bondowners; (v) modify or amend this Section 11.03 or the definition of “Required Bond Owners” or any other provision of any Financing Document specifying the number or percentage of Series 2023[●] Bondowners required to waive, amend or modify any rights hereunder or under any Financing Document or make any determination or grant any consent hereunder or under any Financing Document, without the written consent of the Series 2023[●] Bondowners; (vi) change any provisions in the Indenture or the Accounts Agreement in a manner that would alter the pro rata sharing of payments or the flow of funds provisions 77 AmericasActive:17009278.8
required thereunder without, in each case, the written consent of the Purchaser or the Series 2023[●] Bondowner affected thereby; (vii) release all or substantially all the Collateral from the liens and security interests created by the Indenture and the other Collateral Documents without the written consent of the Series 2023[●] Bondowners (other than in connection with any sale of the applicable Collateral permitted by the Collateral Documents, including without limitation, any substitution or release of Additional Project Property in accordance with Section 7.01 of the Ground Lease); or (viii) modify the Base Rental Payment Schedule under the Lease Agreement without the written consent of the Series 2023[●] Bondowners; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Calculation Agent hereunder without the prior written consent of the Calculation Agent.
(b) If the Parties acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement, then the Parties shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

Section 11.04. No Implied Waiver; Cumulative Remedies.
(a) No course of dealing and no delay or failure of any Purchaser or any Series 2023[●] Bondowner in exercising any right, power or privilege under this Agreement or the other Financing Documents shall operate as a waiver thereof or shall affect any other or future exercise thereof or exercise of any right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Purchasers and the Series 2023[●] Bondowners under this Agreement are cumulative and not exclusive of any rights or remedies which the Purchasers and the Series 2023[●] Bondowners would otherwise have under any Financing Document, at law or in equity. (b) No waiver of any provision of this Agreement or consent to any departure by the Authority or the City therefrom shall in any event be effective unless the same shall be permitted by Section 11.03(a) (Amendments and Waivers), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Purchase shall not be construed as a waiver of any Default, regardless of whether any Purchaser or any Series 2023[●] Bondowner may have had notice or knowledge of such Default at the time.

Section 11.05. Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Agreement shall be in writing (including facsimile communication), unless otherwise expressly permitted hereunder, and shall be sent by first-class mail or overnight delivery and shall be deemed received as follows: (i) if by first class mail, five (5) days after mailing; (ii) if by overnight delivery, on the next Business Day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile or email, when confirmation of receipt is obtained from the recipient. All notices shall be sent to the applicable Party at the following address or in accordance with the last unrevoked written direction from such Party to the other Parties:
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The Authority: Anaheim Public Financing Authority
[______________]
Attention: [________]
Facsimile: (___) _______
Telephone: (___) _______
Email: __________
With a copy (which shall not constitute notice) to:
[______________]
Attention: [________]
Email: __________
The City: City of Anaheim
[______________]
Attention: [________]
Facsimile: (___) _______
Telephone: (___) _______
Email: __________
With a copy (which shall not constitute notice) to:
[______________]
Attention: [________]
Email: __________
The Purchasers’ Representative
for all matters: [JPMorgan Chase Bank, National Association 383 Madison Avenue, NY1-M076
New York, New York 10179
Attention: James Millard
Facsimile: (917) 456-3538
Telephone: (212) 270-2198
Email: [email protected]]
With a copy (which shall not constitute notice) to:

Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
Attention: Alan Hoffman
Email: [email protected]
The Purchasers’ Representative
for requests for Purchases: [JPMorgan Chase Bank, National Association] [______________]
Attention: [________]
Facsimile: (___) _______
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Telephone: (___) _______
Email: [________]
Email: [________]
The Purchasers: Such addresses as set forth on Exhibit [___] (Addresses of Purchasers) hereto
The Trustee: U.S. Bank Trust Company, National Association [______________]
Attention: [________]
Facsimile: (___) _______
Telephone: (___) _______
Email: __________
The Purchasers and the Purchasers’ Representative may rely on any notice (including telephone communication) purportedly made by or on behalf of the other Parties, and shall have no duty to verify the identity or authority of the Person giving such notice, unless such actions or omissions would amount to gross negligence or intentional misconduct.

Section 11.06. No Third-Party Rights. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Parties and the Series 2023[●] Bondowners any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole and exclusive benefit of the Parties and the Series 2023[●] Bondowners. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that each Indemnitee is intended by the Parties to be, and shall be, a third-party beneficiary of Section X (Indemnification) and may enforce the provisions thereof as if it were a party hereto.

Section 11.07. Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Section 11.08. Governing Law; Waiver of Jury Trial; Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,

THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS.
(b) EACH PARTY HERETO CONSENTS TO AND SUBMITS TO IN PERSONAM JURISDICTION

AND VENUE IN THE STATE OF CALIFORNIA AND IN THE FEDERAL DISTRICT COURTS WHICH ARE LOCATED IN ORANGE COUNTY IN THE STATE OF CALIFORNIA. EACH PARTY ASSERTS THAT IT HAS

PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF CALIFORNIA AND

WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM CONTACTS, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON CONVENIENS. THIS

CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY ACTION RELATED TO THIS AGREEMENT.
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(c) The covenants and waivers made pursuant to this Section 11.08 shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HEREBY

WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING

OUT OF THIS AGREEMENT, THE FINANCING DOCUMENTS OR ANY OF THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.

Section 11.09. Prior Understandings. This Agreement and the other Financing Documents supersede all other prior understandings and agreements, whether written or oral, among the Parties relating to the transactions provided for herein and therein.

Section 11.10. Duration. All representations and warranties of the Authority and the City contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of this Agreement or the other Financing Documents. All covenants and agreements of the Authority and the City contained herein shall continue in full force and effect from and after the date of this Agreement until the Obligations have been fully discharged.

Section 11.11. Counterparts. This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, will be effective as delivery of a manually executed counterpart of this Agreement, and any printed or copied version of any signature page so delivered will have the same force and effect as an originally signed version of such signature page.

Section 11.12. Successors and Assigns.
(a) Successors and Assigns Generally.
(i) This Agreement is a continuing obligation and shall be binding upon the Authority and the City and their respective successors, transferees and assigns and shall inure to the benefit of the Series 2023[●] Bondowners and their respective permitted successors, transferees and assigns.
(ii) Neither the Authority nor the City may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Series 2023[●] Bondowner.
(iii) The Purchasers’ Representative may not assign its obligations under this Agreement without the prior written consent of the Authority and the City. For the avoidance of doubt, this clause (iii) shall not be deemed to restrict the designation of an 81 AmericasActive:17009278.8
alternate Person to serve as the Purchasers’ Representative hereunder in accordance with the provisions of clause (vii) below.
(iv) Each Series 2023[●] Bondowner may, in its sole discretion and in accordance with Applicable Law, from time to time assign, sell or transfer, in whole or in part, this Agreement, its interest in the Series 2023[●] Bonds and the Financing Documents in accordance with the provisions of paragraph (b) (Sales and Transfers by Series 2023[●] Bondowner to a Purchaser Transferee) or paragraph (c) (Sales and Transfers by Series 2023[●] Bondowner to a Non-Purchaser Transferee) below. (v) Each Series 2023[●] Bondowner may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (d) (Participations) below.
(vi) Each Series 2023[●] Bondowner may at any time pledge or assign a security interest in its rights under the Series 2023[●] Bonds, this Agreement and the other Financing Documents subject to the restrictions set forth in paragraph (e) (Certain Pledges) below.
(vii) [JPMorgan Chase Bank, National Association] shall be the Purchasers’ Representative hereunder until such time as the Majority Series 2023[●] Bondowners designate an alternate Person to serve as the Purchasers’ Representative hereunder by delivery of written notice to the Authority, the City and the Trustee and such Person accepts and agrees to act as the Purchasers’ Representative hereunder and under the Financing Documents. The Majority Series 2023[●] Bondowners may so designate an alternate Person to act as the Purchasers’ Representative from time to time. Upon acceptance and notification thereof to the Authority, the City and the Trustee, the successor to the Purchasers’ Representative for such purposes shall thereupon succeed to and become vested with all of the rights, powers, privileges and responsibilities of the Purchasers’ Representative, and [JPMorgan Chase Bank, National Association] or any other Person being replaced as the Purchasers’ Representative shall be discharged from its duties and obligations as the Purchasers’ Representative hereunder. (b) Sales and Transfers by Series 2023[●] Bondowner to a Purchaser Transferee.

Without limitation of the foregoing generality, a Series 2023[●] Bondowner may at any time sell or otherwise transfer to one or more transferees all or a portion of the Series 2023[●] Bonds to a Person that is (i) a Purchaser Affiliate or (ii) a trust or other custodial arrangement established by a Purchaser or a Purchaser Affiliate, the owners of any beneficial interest in which are limited to “qualified institutional buyers” as defined in Rule 144A promulgated under the 1933 Act (each, a “Purchaser Transferee”). From and after the date of such sale or transfer, JPMorgan Chase Bank, National Association (and its successors) shall continue to have all of the rights of the Purchaser hereunder and under the other Financing Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause (b)(i) or (b)(ii) hereof shall in any way affect the obligations of such Purchaser hereunder, (B) the Authority, the City and the Trustee shall be required to deal only with such Purchaser with respect to any matters under this Agreement, and (C) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) 82 AmericasActive:17009278.8
hereof, only such Purchaser shall be entitled to enforce the provisions of this Agreement against the Authority or the City.
(c) Sales and Transfers by Series 2023[●] Bondowner to a Non-Purchaser Transferee. (i) Without limitation of the foregoing generality, a Series 2023[●] Bondowner may at any time sell or otherwise transfer to one or more transferees which are not Purchaser Transferees but each of which constitutes a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act (each a “Non-Purchaser Transferee”) all or a portion of the Series 2023[●] Bonds if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non-Purchaser Transferee, together with addresses and related information with respect to the Non-Purchaser Transferee, shall have been given to the Authority, the City, the Trustee and the Purchasers’ Representative by such selling Series 2023[●] Bondowner and Non-Purchaser Transferee, and (B) the Non-Purchaser Transferee shall have delivered to the Authority, the City, the Trustee, the Purchasers’ Representative and the selling Series 2023[●] Bondowner, an investment letter in substantially the form of Exhibit E (Form of Investor Letter) hereto (the “Investor Letter”).
(ii) From and after the date the Authority, the City, the Trustee and the selling Series 2023[●] Bondowner have received written notice and an executed Investor Letter, (A) the Non-Purchaser Transferee thereunder shall be a party hereto and shall have the rights and obligations of a Series 2023[●] Bondowner hereunder and under the other Financing Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Non-Purchaser Transferee, and any reference to the assigning Series 2023[●] Bondowner hereunder and under the other Financing Documents shall thereafter refer to such transferring Series 2023[●] Bondowner and to the Non-Purchaser Transferee to the extent of their respective interests, and (B) if the transferring Series 2023[●] Bondowner no longer owns any Series 2023[●] Bonds, then it shall relinquish its rights and be released from its obligations hereunder and under the Financing Documents.
(d) Participations. Each Purchaser shall have the right to grant participations in all or a portion of such Purchaser’s interest in the Series 2023[●] Bonds, this Agreement and the other Financing Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of such Purchaser hereunder, and (ii) the Authority, the City and the Trustee shall be required to deal only with such Purchaser, with respect to any matters under this Agreement, the Series 2023[●] Bonds and the other Financing Documents and no such participant shall be entitled to enforce any provision hereunder against the Authority or the City.
(e) Certain Pledges. Each Purchaser may at any time pledge or grant a security interest in all or any portion of its rights under the Series 2023[●] Bonds, this Agreement and the other Financing Documents to secure obligations of such Purchaser, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Purchaser from any of its obligations hereunder or substitute any such pledgee or assignee for such Purchaser as a party hereto.
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Section 11.13. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 11.14. Acknowledge and Appointment as the Calculation Agent. JPMorgan Chase Bank, National Association hereby acknowledges and accepts its appointment as Calculation Agent pursuant to this Agreement and acknowledges, accepts and agrees to all the duties and obligations of the Calculation Agent set forth in this Agreement.

Section 11.15. Electronic Signatures. The Parties agree that the electronic signature of a Party shall be as valid as an original signature of such Party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (a) to be “written” or “in writing”, (b) to have been signed, and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts”, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. No Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e- mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Section 11.16. Arm’s Length Transaction. The Authority and the City acknowledge and agree that the transaction described in this Agreement and the other Financing Documents is an arm’s length commercial transaction between the Authority, the City and the Purchasers in which (a) each Purchaser is acting solely as a principal and not as an advisor, including, without limitation, a “Municipal Advisor”, as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the “Municipal Advisor Rules”), agent or a fiduciary of the Authority or the City; (b) each Purchaser has not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Authority, the City or any other Person with respect to the transactions contemplated hereby and in the other Financing Documents and the discussions, undertakings and procedures leading thereto (whether or not such Purchaser, or any affiliate of such Purchaser, has provided other services or advised, or is currently providing other services or advising the Authority and the City on other matters, including the Series 2023[●] Bonds); (c) each Purchaser has financial and other interests that differ from those of the Authority and the City; and (d) the Authority and the City have consulted with their own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. [SIGNATURES BEGIN ON THE FOLLOWING PAGE]
Signature Page to Revolving Bond Purchase Agreement
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

ANAHEIM PUBLIC FINANCING AUTHORITY
By: ______________________________________
Name: _________________________________
Title: __________________________________

CITY OF ANAHEIM
By: ______________________________________
Name: _________________________________
Title: __________________________________
THE PURCHASERS:

JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, [as the Purchasers’ Representative
and] as a Purchaser
By: ______________________________________
Name: _________________________________
Title: __________________________________
[________________]
By: ______________________________________
Name: _________________________________
Title: __________________________________
Exhibit A-1
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EXHIBIT A

FORM OF REQUEST FOR PURCHASE
[Date]
JPMorgan Chase Bank, National Association
[______________]
Facsimile: (___) _________
Telephone: (___) _________
Emai1: [_______________]
Email: [_______________]
With a copy to:

JPMorgan Chase Bank, National Association
383 Madison Avenue, NY1-M076
New York, New York 10179
Attention: James Millard
Facsimile: (917) 456-3538
Ladies and Gentlemen:

Reference is hereby made to the Revolving Bond Purchase Agreement, dated as of [_________,] 2023 (as amended, supplemented or otherwise modified from time to time, the “Bond Purchase Agreement”), by and among Anaheim Public Financing Authority (the “Authority”), the City of Anaheim (the “City”), the purchasers from time to time party thereto (the “Purchasers”), and [JPMorgan Chase Bank, National Association,] in its capacity as representative for the Purchasers (the “Purchasers’ Representative”). Unless otherwise defined herein, terms defined in the Bond Purchase Agreement and used herein shall have the meanings given to them in the Bond Purchase Agreement.

This notice constitutes a Request for Purchase and the undersigned, [Insert Name of Undersigned] the [Insert Title of Undersigned] of the Authority hereby gives the Purchasers’ Representative notice irrevocably, pursuant to Section 2.01(d) (Requests for Purchase) of the Bond Purchase Agreement, of the Purchase of Series 2023[●] Bonds specified below, and in that connection specifies the following information with respect to such Purchase:

1. Aggregate principal amount of Purchase:5 $_________________.

2. Date of Purchase (which is a Business Day): 6________________. 5 Must comply with Section 2.01(e) (Minimum Amounts) of the Bond Purchase Agreement. 6 For Daily Simple SOFR Bonds, the date should be 5 Business Days after the date of the Request for Purchase.

Exhibit A-2
AmericasActive:17009278.8

3. Type of Purchase:7 ____________________________________.

4. Interest Period:8 _____________________.

5. Maturity Date of Series 2023[●] Bond: .

6. Location and number of the account[s] to which proceeds of the requested Purchase are to be disbursed: [NAME OF BANK] (Account No.: ______________)].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the Date of Purchase, before and after giving effect thereto:
(a) the condition specified in Section 4.02(a) (Representations and Warranties) of the Bond Purchase Agreement has been satisfied on such Date of Purchase;
(b) no Default or Event of Default has occurred and is continuing on such Date of Purchase;
(c) the Authority is not aware of any fact or circumstance that would negatively impact the delivery of the approval of the Governor and/or Treasurer and Receiver General of the State of California for this Purchase; and (d) after giving effect to the Purchase requested hereby, the aggregate amount of Series 2023[●] Bonds outstanding shall not exceed the maximum amount specified in the definition of “Available Commitment” in the Bond Purchase Agreement.

ANAHEIM PUBLIC FINANCING AUTHORITY
By:_______________________________________
Name: _________________________________
Title: __________________________________
7 Specify ABR Purchase, Term Benchmark Purchase or RFR Purchase. If no election as to the Type of Purchase is specified, then the requested Purchase shall be an ABR Purchase. 8 NTD: Applicable to Term Benchmark Purchases only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Authority shall be deemed to have selected an Interest Period of one month’s duration.

Exhibit B-1
AmericasActive:17009278.8

EXHIBIT B

FORM OF STANDING FINANCING COSTS PURCHASE REQUEST
[Date]
JPMorgan Chase Bank, National Association
[______________]
Facsimile: (___) _________
Telephone: (___) _________
Emai1: [_______________]
Email: [_______________]
With a copy to:

JPMorgan Chase Bank, National Association
383 Madison Avenue, NY1-M076
New York, New York 10179
Attention: James Millard
Facsimile: (917) 456-3538
Ladies and Gentlemen:

Pursuant to Section 2.01(c) (Financing Costs Purchases) of the Bond Purchase Agreement, the Authority hereby irrevocably authorizes the Purchasers’ Representative to make a Financing Costs Purchase on any Business Day on which any Financing Costs are due and payable to be used solely to pay such Financing Costs.

The direction set forth herein shall remain in full force and effect until the Commitment Expiration Date.

Each Financing Costs Purchase shall be deemed to constitute a representation and warranty by the Authority on the date thereof as to the matters specified in Section 4.02(a) (Representations and Warranties) and Section 4.02(b) (No Default) of the Bond Purchase Agreement.

ANAHEIM PUBLIC FINANCING AUTHORITY
Exhibit B-2
AmericasActive:17009278.8
By:_______________________________________
Name: _________________________________
Title: __________________________________
Exhibit C-1
AmericasActive:17009278.8

EXHIBIT C

FORM OF INTEREST ELECTION REQUEST
[Date]
JPMorgan Chase Bank, National Association
[______________]
Facsimile: (___) _________
Telephone: (___) _________
Emai1: [_______________]
Email: [_______________]
With a copy to:

JPMorgan Chase Bank, National Association
383 Madison Avenue, NY1-M076
New York, New York 10179
Attention: James Millard
Facsimile: (917) 456-3538
Ladies and Gentlemen:

This notice constitutes an Interest Election Request and the undersigned, [Insert Name of Undersigned] the [Insert Title of Undersigned] of the Authority hereby gives the Purchasers’ Representative notice, pursuant to Section 2.07 (Interest Elections) of the Bond Purchase Agreement, that it requests to convert or continue an existing Purchase under the Bond Purchase Agreement, and in that connection specifies the following information with respect to such conversion or continuation requested hereby:

1. List date, Type, principal amount in dollars and Interest Period (if applicable) of existing Purchase: ___________.

2. Aggregate principal amount of resulting Purchase:9 $_________________.

3. Effective date of interest election (which is a Business Day): ________________. 9 Must comply with Section 2.01(e) (Minimum Amounts) of the Bond Purchase Agreement.

Exhibit C-2
AmericasActive:17009278.8

4. Type of Purchase:10 ____________________________________.

5. Interest Period and last day thereof:11 _____________________.

ANAHEIM PUBLIC FINANCING AUTHORITY
By:_______________________________________
Name: _________________________________
Title: __________________________________
10 Specify ABR Purchase or Term Benchmark Purchase.
11 Applicable to Term Benchmark Purchases only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Authority shall be deemed to have selected an Interest Period of one month’s duration.

Exhibit D-1
AmericasActive:17009278.8

EXHIBIT D

FORM OF SOLVENCY CERTIFICATE
Exhibit D-2
AmericasActive:17009278.8

EXHIBIT E

FORM OF INVESTOR LETTER
[Date]
Anaheim Public Financing Authority
[______________]
Attention: ______________
Facsimile: (___) _________
Email: __________
City of Anaheim
[______________]
Attention: ______________
Facsimile: (___) _________
Email: __________
With a copy to:

U.S. Bank Trust Company, National Association,
as Trustee
[______________]
Attention: ______________
Facsimile: (___) _________
Email: __________
and
JPMorgan Chase Bank, National Association,
as Purchasers’ Representative
383 Madison Avenue, NY1-M076
New York, New York 10179
Attention: James Millard
Facsimile: (917) 456-3538
Email: __________
Re: Anaheim Public Financing Authority
Taxable Lease Revenue Bonds
(Anaheim Arena Improvement Project)
2023 Series [●]
Ladies and Gentlemen:

This letter is to provide the Anaheim Public Financing Authority (“you” or the “Authority”) with certain representations and agreements with respect to our purchase of all of Exhibit D-3
AmericasActive:17009278.8
the above-referenced bonds (the “Series 2023[●] Bonds”), dated their date of issuance. The Series 2023[●] Bonds are issued under and secured in the manner set forth pursuant to (i) the Master Indenture, dated as of ____________, 2023, by and among the Authority, the City of Anaheim (the “City”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the ___________ Supplemental Indenture, dated as of ____________, 2023, by and among the Authority, the City and the Trustee (as so supplemented, the “Indenture”), and (ii) the Assignment Agreement, dated as of ____________, 2023, by and between the Authority and the Trustee (the “Assignment Agreement”). [Transferee] (the “Transferee”, the “undersigned”, “us” or “we”, as applicable) is purchasing the Series 2023[●] Bonds pursuant to that certain Revolving Bond Purchase Agreement, dated as of [_________,] 2023 (the “Bond Purchase Agreement”), by and among the Authority, the City, the purchasers from time to time party thereto (the “Purchasers”), and [JPMorgan Chase Bank, National Association,] in its capacity as representative for the Purchasers (the “Purchasers’ Representative”). Capitalized terms used but not defined herein shall have the meanings given to them in the Bond Purchase Agreement. We hereby represent and warrant to you and agree with you as follows:

1. We understand that the Series 2023[●] Bonds have not been registered pursuant to the Securities Act of 1933, as amended (the “1933 Act”), the securities laws of any state nor has the Indenture been qualified pursuant to the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth therein. We acknowledge that the Series 2023[●] Bonds (i) are not being registered or otherwise qualified for sale under the “blue sky” laws and regulations of any state, (ii) will not be listed on any securities exchange, and (iii) will not carry a rating from any rating service.

2. We have not offered, offered to sell, offered for sale or sold any of the Series 2023[●] Bonds by means of any form of general solicitation or general advertising, and we are not an underwriter of the Series 2023[●] Bonds within the meaning of Section 2(11) of the 1933 Act.

3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other taxable lease revenue bond obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Series 2023[●] Bonds.

4. We have authority to purchase the Series 2023[●] Bonds and to execute this letter and any other instruments and documents required to be executed by the purchaser in connection with the purchase of the Series 2023[●] Bonds.

5. The undersigned is a duly appointed, qualified and acting representative of the Transferee and is authorized to cause the Transferee to make the certifications, representations and warranties contained herein by execution of this letter on behalf of the Transferee.

6. The Transferee is a “qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act and is able to bear the economic risks of such investment.

Exhibit D-4
AmericasActive:17009278.8

7. The undersigned understands that no official statement, prospectus, offering circular, or other comprehensive offering statement is being provided with respect to the Series 2023[●] Bonds. The undersigned has made its own inquiry and analysis with respect to the Authority, the City, the Series 2023[●] Bonds and the security therefor, and other material factors affecting the security for and payment of the Series 2023[●] Bonds.

8. The undersigned acknowledges that it has either been supplied with or been given access to information (including financial statements and other financial information) regarding the Authority, the City, the Manager and the Project, to which a reasonable investor would attach significance in making investment decisions, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Authority, the Series 2023[●] Bonds and the security therefor, so that as a reasonable investor, it has been able to make its decision to purchase the Series 2023[●] Bonds.

9. The Series 2023[●] Bonds are being acquired by the Transferee for investment for its own account and not with a present view toward resale or distribution; provided, however, that the Transferee reserves the right to sell, transfer or redistribute the Series 2023[●] Bonds, but agrees that any such sale, transfer or distribution by the Transferee shall be to a Person:
(a) that is an affiliate of the Transferee;
(b) that is a trust or other custodial arrangement established by the Transferee or one of its affiliates, the owners of any beneficial interest in which are limited to qualified institutional buyers; or
(c) that the Transferee reasonably believes to be a qualified institutional buyer.

Very truly yours,
[PURCHASER]
By:

Name:

Title:

Exhibit D-5
AmericasActive:17009278.8

EXHIBIT F

DESCRIPTION OF PROJECT
Exhibit D-6
AmericasActive:17009278.8

SCHEDULE I

MONTHLY DRAW SCHEDULE

Anaheim City CouncilSeptember 27, 2022

Anaheim City Council
September 27, 2022