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Trustee for authentication. The Successor Agency confirms that the form of this
<br />Resolution, and documents approved hereunder, and Exhibit A hereto, and the Savings
<br />Analysis presented at this meeting, are each in substantially the form presented at the
<br />June 26, 2018 meeting of the Oversight Board,
<br />2. Approval of Indenture. The form of Indenture presented at this meeting is
<br />hereby approved and the Mayor, the City Manager, the Executive Director - Finance &
<br />Management Services Agency and the Clerk of the Council (each an "Authorized Officer,"
<br />acting for the Successor Agency) are each acting alone authorized and directed, for and
<br />in the name of and on behalf of the Successor Agency, to execute, acknowledge and
<br />deliver the Indenture in substantially the form presented at this meeting with such
<br />changes therein as the Authorized Officer executing the same may approve, such
<br />approval to be conclusively evidenced by the execution and delivery thereof. The date,
<br />maturity date or dates, interest rate or rates, interest payment dates, terms of redemption
<br />and other terms of the Refunding Bonds shall be as provided in the Indenture as finally
<br />executed.
<br />3. Approval of Escrow Agreement. The form of Escrow Agreement, between
<br />the Successor Agency and The Bank of New York Mellon Trust Company, N.A. (the
<br />"Escrow Agreement"), presented at this meeting is hereby approved and any Authorized
<br />Officer, acting alone, is authorized and directed, for and in the name of and on behalf of
<br />the Successor Agency, to execute, acknowledge and deliver one or more Escrow
<br />Agreements with respect to the bonds to be refunded in substantially the form presented
<br />at this meeting with such changes therein as the officer executing the same may approve,
<br />such approval to be conclusively evidenced by the execution and delivery thereof.
<br />4. Approval of Continuinq Disclosure Certificate. The form of Continuing
<br />Disclosure Certificate to be executed and delivered by the Successor Agency (the
<br />"Continuing Disclosure Certificate"), presented at this meeting is hereby approved and
<br />any Authorized Officer, acting alone, is authorized and directed, for and in the name of
<br />and on behalf of the Successor Agency, to execute, acknowledge and deliver the
<br />Continuing Disclosure Certificate in substantially the form presented at this meeting with
<br />such changes therein as the officer executing the same may approve, such approval to
<br />be conclusively evidenced by the execution and delivery thereof.
<br />5. Approval of Purchase Contract. The form of Bond Purchase Agreement,
<br />between the Successor Agency and the Underwriter (the "Purchase Agreement"),
<br />presented at this meeting is hereby approved and any Authorized Officer acting alone is
<br />authorized and directed, for and in the name of and on behalf of the Successor Agency,
<br />to execute, acknowledge and deliver the Purchase Agreement in substantially the form
<br />presented at this meeting with such changes therein as the officer executing the same
<br />may approve, such approval to be conclusively evidenced by the execution and delivery
<br />thereof, �nrnviriAH however, that the true interns+ cost of the Refund— Ronds shall not
<br />exceed 3.979%, the underwriters' discount (exclusive of original issue discount) shall not
<br />exceed 0.38%, the maturity of the Refunding Bonds date shall not exceed the maximum
<br />permitted under the Law, and, as required by Health & Safety Code Section 34177.5, (i)
<br />the total interest cost to maturity on the Refunding Bonds plus the principal amount of the
<br />Refunding Bonds shall not exceed the total remaining interest cost to maturity on the
<br />bonds to be refunded plus the remaining principal of the bonds to be refunded, and (ii)
<br />Resolution No. 2018-001
<br />Page 5 of 10
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