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Home My WebLink About2017-10-04 IDA PacketTHE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Board of Directors Notice of Meeting AMENDED Notice is hereby given that the Board of Directors of the Industrial Development Authority of the City of Riverside, Missouri will conduct a meeting at 5:30 p.m. on Wednesday, October 4, 2017, at the City Hall of Riverside, 2950 NW Vivion Road, Riverside, Missouri 64150. The tentative agenda of this meeting includes: 1. OPENING 2. ROLL CALL 3. APPROVAL OF MINUTES OF MEETINGS: September 20, 2017 4. NEW BUSINESS A. RESOLUTION 2017-004: A Resolution Authorizing the Issuance of Industrial Development Refunding Revenue Bonds (Riverside Horizons Infrastructure Project- City of Riverside, Missouri) Series 2017, in a Principal Amount Not Exceeding $19,500,000; and Authorizing and Approving Certain Documents and Actions in Connection with the Issuance of Said Bonds. 5. ADJOURNMENT Sarah Wagner October 3, 2017 1:30 p.m. MINUTES REGULAR MEETING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Wednesday, September 20, 2017 5:30 p.m. The Industrial Development Authority of the City of Riverside, Missouri, met in regular session at City Hall, 2950 NW Vivion Road, Riverside, Missouri. Secretary Harold Snoderley called the meeting to order at 5:33 p.m. Answering roll call were Harold Snoderley, Jason Rule, Art Homer and Frank Biondo. Also present: Sarah Wagner and Rhonda Smith, Community Development. Approval of Minutes Art Homer moved to approve the minutes from December 12, from December 12, 2016 2016. RESOLUTION 2017- 001: A Resolution Electing the Officers of the Industrial Development Authority of the City of Riverside, Missouri RESOLUTION 2017- 002: A Resolution Granting and Approving the Execution of a Proxy for Annual Meeting of Landowners of the Riverside-Quindaro Bend Levee District of Platte County Missouri and Actions Related Thereto RESOLUTION 2017- 003: A Resolution Authorizing the Granting of a Temporary Access Easement to SECOM During the Period of Work on the TDPI Parkville-Argosy Pipeline in the City of Riverside, Missouri Harold Snoderley seconded and the motion passed 4-0. Jason Rule moved to elect Leland Finley, President; Frank Biondo, Vice President; Harold Snoderley, Secretary and Jason Rule, Treasurer as the officers for the Industrial Development Authority for 2017 - 2018. Art Homer seconded and the motion passed 4-0. Frank Biondo moved to approve Greg Mills as a proxy for the annual meeting of the Riverside-Quindaro Bend Levee District of Platte County Missouri and actions related thereto. Jason Rule seconded and the motion passed 4-0. Frank Biondo moved to approve to approve a temporary access easement to SECOM during the period of work on the Parkville-Argosy Pipeline in the City of Riverside, Missouri. Jason Rule seconded and the motion passed 4-0. Adjournment Art Homer moved to adjourn the meeting at 6:50 p.m., seconded by Jason Rule. Motion passed 4-0. IDA Resolution 2017-004 RESOLUTION AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (RIVERSIDE HORIZONS INFRASTRUCTURE PROJECT — CITY OF RIVERSIDE, MISSOURI), SERIES 2017, IN A PRINCIPAL AMOUNT NOT EXCEEDING $19,500,000; AND AUTHORIZING AND APPROVING CERTAIN DOCUMENTS AND ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the "Authority") is authorized and empowered under Chapter 349, inclusive of the Revised Statutes of Missouri, as amended (the "Act") to issue its bonds for the purpose of providing funds to purchase, construct, extend and improve a "project" (as defined in the Act); WHEREAS, at the request of the City of Riverside, Missouri, a fourth class city and political subdivision of the State of Missouri (the "City"), the Authority has agreed to issue its Industrial Development Refunding Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2017, in a principal amount of not to exceed $19,500,000 (the "Bonds"), pursuant to the hereinafter described Indenture, for the purpose of providing financing to the City pursuant to the hereinafter described Financing Agreement, to, together with other legally available funds, (a) refinance costs associated with an infrastructure project in the City (the "Project"), by providing for the refunding of the Authority's (i) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A (the "Series 2007A Bonds"), and (ii) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007B (the "Series 2007B Bonds," and together with the Series 2007A Bonds, the "Prior Bonds"), (b) fund a debt service reserve fund related to the Bonds, and (c) pay certain costs related to the issuance of the Bonds; and WHEREAS, the Authority is authorized under the Act to issue its bonds for the purposes aforesaid and the Authority has determined that the public interest will be best served and that the purposes of the Act can be more advantageously obtained by the Authority's issuance of the Bonds in order to loan funds to the City under the Financing Agreement as a means of accomplishing the foregoing; and WHEREAS, the Authority further finds and determines that it is necessary and desirable in connection with the issuance of the Bonds that the Authority execute and deliver certain documents and that the Authority take certain other actions as herein provided. NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Findings and Determinations. The Authority hereby makes the following findings and determinations with respect to the City, the Project and the Bonds to be issued by the Authority, based upon representations made to the Authority: (a) The City has properly requested the Authority's assistance in refinancing the Project, and refunding the Prior Bonds; (b) The issuance of the Bonds for the purpose of providing funds to refinance the Project and refund the Prior Bonds is in the public interest and in furtherance of the purposes of the Act; and Section 2. Authorization of the Bonds. In order to obtain funds to provide to the City to be used for the purposes aforesaid, the Authority is hereby authorized to issue the Bonds subject to the following restrictions: (a) The maximum principal amount of the Bonds shall not exceed $19,500,000; (b) The True Interest Cost of the Bonds as computed by the City's financial advisor shall not exceed 3.15%; (c) The weighted average maturity of the Bonds as computed by the Underwriter shall be between 3.25 years and 5.25 years; (d) The final maturity date of the Bonds shall be not later than May 1, 2026; (e) Bonds; The Underwriters' discount shall not exceed 1.0% of the principal amount of the (f) The refunding the Refunded Bonds, shall result in a net present value savings as computed by the City's financial advisor of at least 3.0%; and (g) The Bonds shall not be subject to optional redemption prior to maturity. The final terms of the Bonds shall be specified in the Indenture upon the execution thereof, and the signatures of the officers of the Authority executing the Indenture shall constitute conclusive evidence of their approval and the Authority's approval thereof. Section 3. Bonds as Limited Obligations. The Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely out of the revenues derived by the Authority from the Financing Agreement, and such revenues shall be pledged and assigned to the Trustee named below as security for the payment of the Bonds as provided in the Indenture. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR THE CITY AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE OF MISSOURI (THE "STATE") OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWERS OF THE AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUANCE OF THE BONDS SHALL NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. Section 4. Authorization and Approval of Documents. The following documents are hereby approved in substantially the forms presented to and reviewed by the Authority at this meeting (copies of which documents shall be filed in the records of the Authority), and the Authority is hereby authorized to execute and deliver each of such documents to which the Authority is a party (the "Authority Documents") with such changes therein as shall be approved by the officers of the Authority executing such documents, such officers' signatures thereon being conclusive evidence of their approval and the Authority's approval thereof: -2- (a) Bond Trust Indenture dated as of the date set forth therein (the "Indenture"), between the Authority and UMB Bank, N.A. (the "Trustee"), providing for the issuance thereunder of the Bonds and setting forth the terms and provisions applicable to the Bonds, including a pledge and assignment by the Authority of the Trust Estate to the Trustee for the benefit and security of the owners of the Bonds upon the terms and conditions as set forth in the Indenture; (b) Financing Agreement dated as of the date set forth therein (the "Financing Agreement"), between the Authority and the City under which the Authority will make the proceeds from the sale of the Bonds available to the City for the purposes herein described in consideration of payments which will be sufficient to pay the principal of, redemption premium, if any, purchase price and interest on the Bonds; (c) Tax Compliance Agreement dated as of the date set forth therein (the "Tax Compliance Agreement"), among the Authority, the City and the Trustee, entered in order to set forth certain representations, facts, expectations, terms and conditions relating to the use and investment of the proceeds of the Bonds, to establish and maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes, and to provide guidance for complying with the arbitrage rebate provisions of Code § 148(f); (e) Bond Purchase Agreement dated the date set forth therein (the "Bond Purchase Agreement"), among the Authority, the City and Stifel, Nicolaus & Company Inc. (the "Underwriter"), entered into in connection with the sale of the Bonds by the Underwriter. Section 5. Approval of Preliminary Official Statement; Preliminary Official Statement Deemed Final. The Preliminary Official Statement and the final Official Statement, in substantially the form of the Preliminary Official Statement with such changes and additions thereto as are necessary to conform to and describe the transaction, and the public distribution of the same by the Underwriter are hereby approved for use in connection with the Bonds. The Authority has not participated in the preparation of the Preliminary Official Statement or in the final Official Statement and has not verified the accuracy of the information therein, other than information respecting the Authority under the captions "THE AUTHORITY" and "LITIGATION—The Authority." Accordingly, such approvals do not constitute approval by the Authority of such information or a representation by the Authority as to the completeness or accuracy of the information contained therein. For the purpose of enabling the Underwriter to comply with the requirements of Rule 15c2 -12(b)(1) of the Securities and Exchange Commission, the Authority hereby deems the information regarding the Authority contained in the Preliminary Official Statement under the captions "THE AUTHORITY" and "LITIGATION—The Authority" to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2 -12(b)(1), and the appropriate officers of the Authority are hereby authorized, if requested, to provide the purchaser a letter or certification to such effect and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the purchaser to comply with the requirements of such Rule. Section 6. Execution of Bonds and Documents. The President or Vice President of the Authority is hereby authorized and directed to execute the Bonds by manual or facsimile signature and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the Authority in the manner provided in the Indenture. The President or Vice President of the Authority is hereby authorized and directed to execute, deliver and/or endorse the Authority Documents for and on behalf of and as the act and deed of the Authority. The Secretary or Assistant Secretary of the Authority is hereby authorized and directed to attest to the Bonds by manual or facsimile signature, to the Authority -3- Documents and to such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 7. Further Authority. The Authority shall, and the officers, agents and employees of the Authority are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments, including, without limitation, any credit enhancement, liquidity and security documents, arbitrage certificate, closing certificates and tax forms, as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the Authority with respect to the Bonds and the Authority Documents. Section 8. Effective Date. This Resolution shall take effect and be in full force immediately after its adoption by the Authority. Adopted by The Industrial Development Authority of the City of Riverside, Missouri, this day of ,2017. (SEAL) ATTEST: Secretary -4- THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI President Gilmore & Bell, P.C. Draft vl: October 3, 2017 TAX COMPLIANCE AGREEMENT Dated as of November 1, 2017 Among THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, CITY OF RIVERSIDE, MISSOURI, And UMB BANK, N.A., as Trustee $18,925,000 The Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 TAX COMPLIANCE AGREEMENT TABLE OF CONTENTS Page PARTIES AND RECITALS 1 ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms 2 ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Section 2.1. Representations and Covenants of the Authority 7 Section 2.2. Representations and Covenants of the City 9 Section 2.3. Representations and Covenants of the Trustee 12 Section 2.4. Survival of Representations and Covenants 12 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General 13 Section 3.2. Reasonable Expectations 13 Section 3.3. Purpose of Financing 13 Section 3.4. Funds and Accounts 13 Section 3.5. Amount and Use of Bond Proceeds and Other Money 13 Section 3.6. Multipurpose Issue 14 Section 3.7. No Advance Refunding 14 Section 3.8. Current Refunding 14 Section 3.9. Project Completion 14 Section 3.10. Financing Agreement/Sinking Funds 14 Section 3.11. Reserve, Replacement and Pledged Funds 15 Section 3.12. Purpose Investment Yield 15 Section 3.13. Offering Prices and Yield on Bonds 15 Section 3.14. Miscellaneous Arbitrage Matters 15 Section 3.15. Conclusion 15 ARTICLE IV POST -ISSUANCE TAX REQUIREMENTS, POLICIES AND PROCEDURES Section 4.1. General 16 Section 4.2. Record Keeping, Use of Bond Proceeds and Use of Financed Facilities 17 Section 4.3. Temporary Periods/Yield Restriction 17 Section 4.4. Procedures for Establishing Fair Market Value 18 Section 4.5. Certain Gross Proceeds Exempt from the Rebate Requirement 20 Section 4.6. Computation and Payment of Arbitrage Rebate 21 Section 4.7. Successor Rebate Analyst 22 Section 4.8. Rebate Report Records 22 Section 4.9. Filing Requirements 22 Section 4.10. Survival after Defeasance 22 Section 4.11. Tax Audits 22 ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Term of Tax Agreement 23 Section 5.2. Amendments 23 Section 5.3. Opinion of Bond Counsel 23 Section 5.4. Reliance 23 Section 5.5. Severability 23 Section 5.6. Benefit of Agreement 24 Section 5.7. Default; Breach and Enforcement 24 Section 5.8. Execution in Counterparts 24 Section 5.9. Governing Law 24 Section 5.10. Electronic Transactions 24 Signatures S-1 Exhibit A - Debt Service Schedule and Proof of Bond Yield Exhibit B - IRS Form 8038-G with Attachment Exhibit C - Description of Property Comprising the Financed Facility and Final Written Allocation of Original Obligations Exhibit D - Sample Annual Compliance Checklist Exhibit E - Bidding Agent Certificate *** TAX COMPLIANCE AGREEMENT THIS TAX COMPLIANCE AGREEMENT (the "Tax Agreement"), entered into as of November 1, 2017, among THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body corporate and politic and a public instrumentality duly organized and existing under the laws of the State of Missouri (the "Authority"), the CITY OF RIVERSIDE, MISSOURI, a city of the fourth class and political subdivision of the State of Missouri (the "City"), and UMB Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the "Trustee"); RECITALS 1. This Tax Agreement is being executed and delivered in connection with the issuance by the Authority of $18,925,000 principal amount of Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017 (the "Bonds"), under the herein defined Indenture between the Authority and the Trustee, for the purpose of making the proceeds of such Bonds available to the City under the herein defined Financing Agreement between the Authority and the City, to provide funds for certain purposes as described in this Tax Agreement and in the Indenture and the Financing Agreement. 2. The Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Regulations and rulings issued by the U.S. Treasury Department (the "Regulations"), impose certain limitations on the uses and investment of the Bond proceeds and of certain other money relating to the Bonds and set forth the conditions under which the interest on the Bonds will be excluded from gross income for federal income tax purposes. 3. The Authority, the City, and the Trustee are entering into this Tax Agreement in order to set forth certain facts, covenants, representations, and expectations relating to the use of Bond proceeds and the property financed or refinanced with those proceeds and the investment of the Bond proceeds and of certain other related money, in order to establish and maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. 4. The City adopted a Tax -Exempt Financing Compliance Policy and Procedure on January 17, 2012 (the "Tax Compliance Procedure") for the purpose of setting out general procedures for the City and entities that issue on behalf of the City (such as the Authority) to continuously monitor and comply with the federal income tax requirements set out in the Code and the Regulations. 5. This Tax Agreement is entered into as required by the Tax Compliance Procedure to set out specific tax compliance procedures applicable to the Bonds. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, covenants and agreements set forth in this Tax Agreement, the Authority, the City, and the Trustee represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. Except as otherwise provided in this Tax Agreement or unless the context otherwise requires, capitalized words and terms used in this Tax Agreement have the same meanings as set forth in the Indenture, and certain other words and phrases have the meanings assigned in Code §§ 103, 141-150 and the Regulations. The following words and terms used in this Tax Agreement have the following meanings: "Adjusted Gross Proceeds" means the Gross Proceeds of the Bonds reduced by amounts (1) in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund, (2) that as of the Issue Date are not expected to be Gross Proceeds, but which arise after the end of the applicable spending period, and (3) representing grant repayments or sale or Investment proceeds of any purpose Investment. "Authority" means The Industrial Development Authority of the City of Riverside, Missouri and its successors and assigns or any body, agency or instrumentality of the State of Missouri succeeding to or charged with the powers, duties and functions of the Authority. "Bona Fide Debt Service Fund" means a fund, which may include Bond proceeds, that (a) is used primarily to achieve a proper matching of revenues with principal and interest payments within each Bond Year; and (b) is depleted at least once each Bond Year, except for a reasonable carryover amount not to exceed the greater of (1) the earnings on the fund for the immediately preceding Bond Year, or (2) one - twelfth of the principal and interest payments on the Bonds for the immediately preceding Bond Year. "Bond" or "Bonds" means any Bond or Bonds described in the recitals, authenticated and delivered under the Indenture. "Bond Counsel" means Gilmore & Bell, P.C., or other firm of nationally recognized bond counsel acceptable to the Authority. "Bond Year" means each 1 -year period (or shorter period for the first Bond Year) ending May 1, or another 1 -year period selected by the Authority. "City" means City of Riverside, Missouri, a city of the fourth class and political subdivision of the State of Missouri, and its successors and assigns and any surviving, resulting or transferee corporation as provided in the Financing Agreement. "City Bond Compliance Officer" means the City's Finance Director or other person named in the Tax Compliance Procedure. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means each date on which arbitrage rebate for the Bonds is computed. The Authority may treat any date as a Computation Date, subject to the following limits: (a) the first rebate installment payment must be made for a Computation Date not later than 5 years after the Issue Date; -2- (b) each subsequent rebate installment payment must be made for a Computation Date not later than 5 years after the previous Computation Date for which an installment payment was made; and (c) the date the last Bond is discharged is the final Computation Date. The Authority selects November 1, as the first Computation Date but reserves the right to select a different date consistent with the Regulations. "Costs of Issuance Fund" means The Industrial Development Authority of the City of Riverside, Missouri - Riverside Horizons Project Costs of Issuance Fund. "Debt Service Fund" means The Industrial Development Authority of the City of Riverside, Missouri - Riverside Horizons Project Debt Service Fund. "Escrow Agent" means UMB Bank, N.A., Kansas City, Missouri, as escrow agent under the Escrow Agreement, and its successors and assigns. "Escrow Agreement" means the Escrow Letter of Instructions from the City and the Authority to the Trustee dated the date of issuance of the Series 2017 Bonds and related to the refunding of the Refunded Bonds. "Final Written Allocation" means the written allocation of expenditures of proceeds of the Original Obligations as set forth on Exhibit C and the Final Written Allocation of expenditures prepared by the City Bond Compliance Officer in accordance with the Tax Compliance Procedure and Section 4.2(b) of this Tax Certificate. "Financed Facility" means the portion of the Project being financed or refinanced with the proceeds of the Original Obligations as described on Exhibit C. "Financing" means the Authority making the proceeds of the Bonds available to the City under the Financing Agreement. "Financing Agreement" means the Financing Agreement dated as of November 1, 2017, between the Authority and the City, as further amended and supplemented from time to time in accordance with the provisions of the Financing Agreement. "Gross Proceeds" means (a) sale proceeds (any amounts actually or constructively received by the Authority from the sale of the Bonds, including amounts used to pay underwriting discount or fees, but excluding pre -issuance accrued interest), (b) Investment proceeds (any amounts received from investing sale proceeds or other Investment proceeds), (c) any amounts held in a sinking fund for the Bonds, (d) any amounts held in a pledged fund or reserve fund for the Bonds, (e) any other replacement proceeds and (f) any transferred proceeds. Specifically, Gross Proceeds includes (but is not limited to) amounts held in the following funds and accounts: (1) Costs of Issuance Fund; (2) Debt Service Fund; -3- (3) (4) (5) (6) Special Allocation Fund; Series 2017 Debt Service Reserve Fund; Escrow Fund; and Rebate Fund (to the extent funded with sale proceeds or investment proceeds of the Bonds). "Guaranteed Investment Contract" is any Investment with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, including any agreement to supply Investments on 2 or more future dates (e.g., a forward supply contract). "Indenture" means the Bond Trust Indenture dated as of November 1, 2017, as originally executed by the Authority and the Trustee, as further amended and supplemented in accordance with the provisions of the Indenture. "Investment" means any security, obligation, annuity contract or other investment -type property which is purchased directly with, or otherwise allocated to, Gross Proceeds. Such term does not include obligations the interest on which is excluded from federal gross income, except for "specified private activity bonds" as such term is defined in Code § 57(a)(5)(C). "IRS" means the United States Internal Revenue Service. "Issue Date" means November 1, 2017. "Management Agreement" means a legal agreement defined in Regulations § 1.141-3(b) as a management, service, or incentive payment contract with an entity that provides services involving all or a portion of any function of the Financed Facility, such as a contract to manage the entire Financed Facility or a portion of the Financed Facility. Contracts for services that are solely incidental to the primary governmental function of the Financed Facility (for example, contracts for janitorial, office equipment repair, billing, or similar services), however, are not treated as Management Agreements. "Measurement Period" means, with respect to each item of property financed as part of the Financed Facility with proceeds of the Original Obligations, the period beginning on the later of (i) the issue date of the Original Obligations or (ii) the date the property was or will be placed in service, and ending on the earlier of (A) the final maturity date of the Bonds or (B) the expected economic useful life of the property. "Minor Portion" means the lesser of $100,000 or 5% of the sale proceeds of the Bonds. "Net Proceeds" means the sale proceeds of the Bonds (excluding pre -issuance accrued interest), less any proceeds deposited in a reasonably required reserve or replacement fund, plus all Investment earnings on such sale proceeds. "Non -Qualified Use" means use of Bond proceeds or the Financed Facility in a trade or business carried on by any Non -Qualified User. The rules set out in Regulations § 1.141-3 determine whether Bond proceeds or the Financed Facility are "used" in a trade or business. Generally, ownership, a lease, or any other use that grants a Non -Qualified User a special legal right or entitlement with respect to the Financed Facility, will constitute use under Regulations § 1.141-3. "Non -Qualified User" means any person or entity other than a Qualified User. -4- "Opinion of Bond Counsel" means the written opinion of Gilmore & Bell, P.C. or other nationally recognized firm of bond counsel. Unless otherwise specifically noted herein an Opinion of Bond Counsel must conclude that the action or proposed action or the failure to act or proposed failure to act for which the opinion is required will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes. "Original Obligations" means, collectively, the Series 2007A Bonds and Series 2007B Bonds, which was treated as a single issue for federal tax purposes and was the first issue of tax-exempt governmental bonds that financed or refinanced a portion of the Financed Facility. "Post -Issuance Tax Requirements" means those requirements related to the use of proceeds of the Bonds, the use of the Financed Facility and the investment of Gross Proceeds after the Issue Date of the Bonds. "Project" means all of the property being acquired, developed, constructed, renovated, and equipped by the City using Bond proceeds and other money contributed by the City, as described on Exhibit C. "Proposed Regulations" means the proposed arbitrage regulations REG 106143-07 (published at 72 Fed. Reg. 54606 (Sept. 26, 2007)). "Qualified Use Agreement" means any of the following: (1) A lease or other short-term use by members of the general public who occupy the Financed Facility on a short-term basis in the ordinary course of the City's governmental purposes. (2) Agreements with Qualified Users or Non -Qualified Users to use all or a portion of the Financed Facility for a period up to 200 days in length pursuant to an arrangement whereby (a) the use of the Financed Facility under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business and (b) the compensation for the use is determined based on generally applicable, fair market value rates that are in effect at the time the agreement is entered into or renewed. Any Qualified User or Non -Qualified User using all or any portion of the Financed Facility under this type of arrangement may have a right of first refusal to renew the agreement at rates generally in effect at the time of the renewal. (3) Agreements with Qualified Users or Non -Qualified Users to use all or a portion of the Financed Facility for a period up to 100 days in length pursuant to arrangements whereby (a) the use of the property by the person would be general public use but for the fact that generally applicable and uniformly applied rates are not reasonably available to natural persons not engaged in a trade or business, (b) the compensation for the use under the arrangement is determined based on applicable, fair market value rates that are in effect at the time the agreement is entered into or renewed, and (c) the Financed Facility was not constructed for a principal purpose of providing the property for use by that Qualified User or Non -Qualified User. Any Qualified User or Non - Qualified User using all or any portion of the Financed Facility under this type of arrangement may have a right of first refusal to renew the agreement at rates generally in effect at the time of the renewal. (4) Agreements with Qualified Users or Non -Qualified Users to use all or a portion of the Financed Facility for a period up to 50 days in length pursuant to a negotiated arm's-length -5- arrangement at fair market value so long as the Financed Facility was not constructed for a principal purpose of providing the property for use by that person. "Qualified User" means a State, territory, possession of the United States, the District of Columbia, or any political subdivision thereof, or any instrumentality of such entity, but it does not include the United States or any agency or instrumentality of the United States. "Rebate Analyst" means Gilmore & Bell, P.C. or any successor Rebate Analyst selected pursuant to this Tax Agreement. "Rebate Fund" means The Industrial Development Authority of the City of Riverside, Missouri— Riverside Horizons Project Rebate Fund. "Refunded Obligations" means, collectively, $15,295,000 outstanding principal amount of the Series 2007A Bonds and $4,370,000 outstanding principal amount of the Series 2007B Bonds. "Regulations" means all Regulations issued by the U.S. Treasury Department to implement the provisions of Code §§ 103 and 141 through 150 and applicable to the Bonds. "Senior Horizons Bonds" means, collectively, the Authority's Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A, the Authority's Tax Increment Refunding Revenue Bonds (L- 385 Project), Series 2014, and the Levee District Improvement Refunding Revenue Bonds (L-385 Project), Series 2017 (issued by the Riverside-Quindaro Bend Levee District of Platte County, Missouri). "Series 2007A Bonds" means the Authority's Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007A, issued in the original principal amount of $30,265,000 on May 9, 2007. The Series 2007A Bonds and the Series 2007B Bonds were treated as a single issue for federal tax purposes. "Series 2007B Bonds" means the Authority's Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007B, issued in the original principal amount of $10,000,000 on May 9, 2007. The Series 2007A Bonds and the Series 2007B Bonds were treated as a single issue for federal tax purposes. "Series 2017 Costs of Issuance Account" means the Series 2017 Costs of Issuance Account within the Costs of Issuance Fund. "Series 2017 Debt Service Fund" means the Series 2017 Debt Service Account within the Debt Service Fund. "Series 2017 Debt Service Reserve Fund" means the Industrial Development Authority of the City of Riverside, Missouri - Riverside Horizons Project Series 2017 Debt Service Reserve Fund. "Series 2017 Rebate Account" means the Series 2017 Rebate Account within the Rebate Fund. "Tax Agreement" means this Tax Compliance Agreement as it may from time to time be amended and supplemented in accordance with its terms. "Tax Compliance Procedure" means the City's Tax -Exempt Financing Compliance Policy and Procedure, dated January 17, 2012. -6- "Tax -Exempt Bond File" means documents and records for the Bonds, the Refunded Obligations and the Original Obligations maintained by the City Bond Compliance Officer pursuant to the Tax Compliance Procedure. "Tax Revenues" means incremental tax revenues levied including (1) payments in lieu of taxes derived from the redevelopment area, (2) subject to annual appropriation by the City, economic activity tax revenues received by the City with respect to the redevelopment area, and (3) subject to annual appropriation each year by the General Assembly of the State of Missouri, 50% of the incremental increase in state income tax withheld from net new jobs in the redevelopment area above the 1996 base year, subject to a maximum cumulative amount of $35,000,000. "Transcript" means the Transcript of Proceedings relating to the authorization and issuance of the Bonds. "Trustee" means UMB Bank, N.A., Kansas City, Missouri, and its successor or successors and any other corporation or association which at any time may be substituted in its place at the time serving as Trustee under the Indenture. "Underwriter" means Stifel, Nicolaus & Company, Incorporated, St. Louis, Missouri, as underwriter of the Bonds. "Verification Report" means the report of [**Robert Thomas CPA, LLC**], certified public accountants, relating to the Bonds and the Refunded Obligations. "Yield" means yield on the Bonds, computed under Regulations § 1.148-4, and yield on an Investment, computed under Regulations § 1.148-5. ARTICLE II GENERAL REPRESENTATIONS AND COVENANTS Section 2.1. Representations and Covenants of the Authority. The Authority represents and covenants as follows: (a) Organization and Authority. The Authority (1) is a body corporate and politic organized and existing under the laws of the State of Missouri, and (2) has lawful power and authority to issue the Bonds for the purposes set forth in the Indenture, to enter into, execute and deliver the Indenture, the Financing Agreement, the Bonds, and this Tax Agreement and to carry out its obligations under this Tax Agreement and under such documents, and (3) by all necessary action has been duly authorized to execute and deliver the Indenture, the Financing Agreement, the Bonds, and this Tax Agreement, acting by and through its duly authorized officials. (b) Tax -Exempt Status of Bonds—General Representation and Covenants. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, the Authority (1) will take whatever action, and refrain from whatever action, necessary to comply with the applicable requirements of the Code; (2) will not use or invest, or permit the use or Investment of, any Bond proceeds, other money held under the Indenture, or other funds of -7- the Authority, in a manner that would violate applicable provisions of the Code; and (3) will not use, or permit the use of, any portion of the Financed Facility in a manner that would cause any Bond to become a "private activity bond" as defined in Code § 141. (c) Registered Bonds. The Indenture requires that all of the Bonds will be issued and held in registered form within the meaning of Code § 149(a). (d) Single Issue; No Other Issues. The Bonds constitute a single "issue" under Regulations §1.150-1(c) for all purposes. No other obligations of the Authority (1) are being sold within 15 days of the sale of the Bonds, (2) are being sold under the same plan of financing as the Bonds, and (3) are expected to be paid from substantially the same source of funds as the Bonds (disregarding guarantees from unrelated parties, such as bond insurance). (e) Bank Qualified Tax -Exempt Obligation. The Bonds are not "qualified tax-exempt obligations" under Code § 265(b)(3). (f) IRS Form 8038-G. Attached as Exhibit B is a copy of IRS Form 8038-G (Information Return for Tax -Exempt Governmental Obligations) that is being executed by a representative of the Authority and which is being filed with the Internal Revenue Service in connection with the issuance of the Bonds as required by Code § 149(e). Bond Counsel prepared Form 8038-G in connection with the issuance of the Bonds. The Authority knows of no inaccuracies in the Form 8038-G prepared by Bond Counsel. The Qualified Users of the proceeds of the Bonds and their EIN numbers are set out on the attachment to IRS Form 8038-G. (g) Reimbursement of Expenditures; Official Intent. On September 5, 2017, the governing body of the Authority adopted a resolution declaring the intent of the Authority to finance the Financed Facility with tax-exempt bonds and to reimburse expenditures made for the Financed Facility prior to the issuance of those bonds. A copy of the resolution is included as part of the Transcript. No portion of the Net Proceeds of the Original Obligations was used to reimburse an expenditure paid by the Authority more than 60 days prior to the date the resolution was adopted, except as described in the Tax Compliance Agreement for the Original Obligations. The Authority evidenced each allocation of the proceeds of the Original Obligations to an expenditure in writing. (h) Bonds Not Federally Guaranteed. The Authority will not take any action or permit any action to be taken which would cause any Bond to be "federally guaranteed" within the meaning of Code § 149(b). (i) Authority Reliance on Other Parties. The expectations, representations and covenants of the Authority concerning uses of Bond proceeds and certain other moneys described in this Tax Agreement and other matters are based in whole or in part upon covenants, representations and certifications of the City and other parties set forth in this Tax Agreement or exhibits to this Tax Agreement. Although the Authority has made no independent investigation of the representations of other parties, the Authority is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in this Tax Agreement or exhibits to this Tax Agreement. (j) Compliance with Future Tax Requirements. The Authority understands that the Code and the Regulations may impose new or different restrictions and requirements on the Authority in the future. The Authority will comply with such future restrictions that are necessary -8- to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. Section 2.2. Representations and Covenants of the City. The City represents and covenants to the Authority and the Trustee as follows: (a) Organization and Authority. The City (1) is a city of the fourth class and political subdivision duly organized and validly existing under the laws of the State of Missouri, (2) has lawful power and authority to enter into, execute and deliver the Financing Agreement and this Tax Agreement and to carry out its obligations under such agreements, and (3) by all necessary action has been duly authorized to execute and deliver the Financing Agreement and this Tax Agreement, acting by and through its duly authorized officials. (b) Tax -Exempt Status of Bonds—General Representation and Covenants. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, the City (1) will take whatever action, and refrain from whatever action, necessary to comply with the applicable requirements of the Code; (2) will not use or invest, or permit the use or Investment of, any Bond proceeds, other money held under the Indenture, or other funds of the City, in a manner that would violate applicable provisions of the Code; and (3) will not use, or permit the use of, any portion of the Financed Facility in a manner that would cause any Bond to become a "private activity bond" as defined in Code § 141. (c) Governmental Obligations—Use of Proceeds. Throughout the Measurement Period all of the Financed Facility has been and is expected to be owned by the City or another Qualified User. The City represents that, throughout the Measurement Period, no portion of the Financed Facility has been or is expected to be used in a Non -Qualified Use. Throughout the Measurement Period the City will not permit any Non -Qualified Use of the Financed Facility without first obtaining an Opinion of Bond Counsel. (d) Governmental Obligations—Private Security or Payment — No Impermissible Agreements. (1) As of the Issue Date, the City expects that none of the principal and interest on the Bonds will be and the payment of principal of and interest on the Refunded Obligations has not been (under the terms of the Bonds or any underlying arrangement) directly or indirectly: (A) secured by (i) any interest in property used or to be used for a private business use, or (ii) any interest in payments in respect of such property; or (B) derived from payments (whether or not such payments are made to the Authority) in respect of property, or borrowed money, used or to be used for a private business use. (2) For purposes of the forgoing, taxes of general application, including Tax Revenues, are not treated as private payments or as private security. Financing Payments will be the primary source of repayment of the Bonds. Tax Revenues will be pledged or annually appropriated by the City, on a subordinate basis to the debt service payments on the Senior Horizons Bonds, to secure a portion of the debt service payments under the Financing. Tax Revenues are generally applicable taxes because they are enforced -9- contributions exacted pursuant to legislative authority as part of the taxing power, are imposed and collected for the purpose of raising revenue to be used for governmental purposes, have a uniform rate of collection that applies to all persons of the same classification in the appropriate jurisdiction and have a generally applicable manner of collection and determination. No taxpayer has entered into any "impermissible agreement" relating to the payment of Tax Revenues. An "impermissible agreement" generally includes any agreement described in Regulations § 1.141-4(e)(4)(ii), including the following: (A) An agreement to be personally liable for a tax that does not impose personal liability; (B) An agreement to provide additional credit support such as a guaranty or to pay unanticipated shortfalls in tax collections; (C) An agreement as to the minimum market value of property subject to a property tax; (D) An agreement not to challenge or to seek deferral of a tax; and (E) Any similar agreement that causes a tax to fail to have a generally applicable manner of determination or collection. (3) The City will not permit any private security or payment with respect to the Bonds without first obtaining an Opinion of Bond Counsel. (e) No Private Loan. Not more than 5% of the Net Proceeds of the Bonds will be loaned directly or indirectly to any Non -Qualified User. (f) Management Agreements. As of the Issue Date, the City has 110 Management Agreements with Non -Qualified Users. During the Measurement Period the City has not and will not enter into or renew any Management Agreement with any Non -Qualified User without first obtaining an Opinion of Bond Counsel. (g) Leases. As of the Issue Date, the City has not entered into any leases of any portion of the Financed Facility other than Qualified Use Agreements. During the Measurement Period the City has not and will not enter into or renew any lease or similar agreement or arrangement other than a Qualified Use Agreement without first obtaining an Opinion of Bond Counsel. (h) Limit on Maturity of Bonds. A list of the assets included in the Financed Facility and a computation of the "average reasonably expected economic life" is attached to this Tax Agreement as Exhibit C. Based on this computation, the "average maturity" of the Bonds as computed by Bond Counsel, does not exceed 120% of the average reasonably expected economic life of the Financed Facility. (i) Expenditure of Bond Proceeds; Reimbursement. The governing body of the City adopted a resolution(s) declaring the intent of the City to finance the Financed Facility with tax- exempt bonds and to reimburse the City for expenditures made for the Financed Facility prior to the issuance of the Original Obligations. Except as described in the tax compliance agreement associated with the Original Obligations, no portion of the Net Proceeds of the Original Obligations -10- was used to reimburse an expenditure paid by the City more than 60 days prior to the date the resolution was adopted, except as described in the tax agreement for the Original Obligations. The City evidenced each allocation of the proceeds of the Original Obligations to an expenditure in writing. (j) Single Issue; No Other Issues. The Bonds constitute a single "issue" under Regulations § 1.150-1(c). No other debt obligations of the City (1) are being sold within 15 days of the sale of the Bonds, (2) are being sold under the same plan of financing as the Bonds, and (3) are expected to be paid from substantially the same source of funds as the Bonds (disregarding guarantees from unrelated parties, such as bond insurance). (k) Bonds Not Federally Guaranteed. The City will not take any action or permit any action to be taken which would cause any Bond to be "federally guaranteed" within the meaning of Code § 149(b). (1) Hedge Bonds. At least 85% of the net sale proceeds (the sale proceeds of the Original Obligations less any sale proceeds invested in a reserve fund) of the Original Obligations were used to carry out the governmental purpose of the Original Obligations within 3 years after the issue date of the Original Obligations, and not more than 50% of the proceeds of the Original Obligations were invested in Investments having a substantially guaranteed Yield for 4 years or more. (m) Compliance with Future Tax Requirements. The City understands that the Code and the Regulations may impose new or different restrictions and requirements on the City in the future. The City will comply with such future restrictions that are necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (n) Interest Rate Swap. As of the Issue Date, the City has not entered into an interest rate swap agreement or any other similar arrangement designed to modify its interest rate risk with respect to the Bonds. The City will not enter into any such arrangement in the future without obtaining an Opinion of Bond Counsel. (o) Guaranteed Investment Contract. As of the Issue Date, the City does not expect to enter into a Guaranteed Investment Contract for any Gross Proceeds of the Bonds. The City will be responsible for complying with Section 4.2(d) if it decides to enter into a Guaranteed Investment Contract at a later date. (p) Reports to IRS,• Form 8038-G. The City will assist the Authority in filing all appropriate returns, reports and attachments to income tax returns required by the Code, including without limitation the Information Return for Tax -Exempt Governmental Obligations (Form 8038- G). The information contained in Parts II through VI of IRS Form 8038-G included in the Transcript was provided to the Authority and Bond Counsel by the City, and such information is true, complete and correct as of the Issue Date. No Bond proceeds are expected to be used to reimburse the City for expenditures incurred prior to the Issue Date. (q) Arbitrage Certifications. The facts, estimates and expectations recited in Article III of this Tax Agreement, regarding the purpose of the Bonds, the investment and expenditure of Bond proceeds, the Financed Facility, the funds and accounts created in the Indenture, the yield on investments and the computation and payment of arbitrage rebate, are true and accurate as of the -11- Issue Date; and the City believes that the estimates and expectations recited in such Article are reasonable as of the Issue Date. The Authority, the Trustee, Gilmore & Bell, P.C., Bond Counsel, and the Underwriter may rely on such statements and expectations. The City does not expect that the Bond proceeds will be used in a manner that would cause any Bond to be an "arbitrage bond" within the meaning of Code § 148; and to the best of the City's knowledge and belief, there are no other facts, estimates or circumstances that would materially change such expectations. Section 2.3. Representations and Covenants of the Trustee. The Trustee represents and covenants to the Authority and the City as follows: (a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter or Opinion of Bond Counsel, specifically referencing the Bonds and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes. (b) The Trustee, acting on behalf of the Authority and the City, upon the written request of the Authority, may from time to time cause a firm of attorneys, consultants or independent accountants or an Investment banking firm to provide the Trustee and the Authority with such information as it may request in order for the Authority to determine all matters relating to (a) the Yield on the Bonds as it relates to any data or conclusions necessary to verify that the Bonds are not "arbitrage bonds" within the meaning of Code § 148, and (b) compliance with arbitrage rebate requirements of Code § 148(0. The City will pay all costs and expenses incurred in connection with supplying the foregoing information. (c) The Trustee, acting on behalf of the Authority and the City, will retain records related to the investment and expenditure of Gross Proceeds held in funds and accounts maintained by the Trustee and any records provided to the Trustee by the Authority or City related to the Post - Issuance Tax Requirements in accordance with Section 4.2(a) of this Tax Agreement. The Trustee will retain these records until three years following the final maturity of (i) the Bonds or (ii) any obligation issued to refund the Bonds; provided, however, if the Trustee is not retained to serve as bond trustee for any obligation issued to refund the Bonds (a "Refunding Obligation"), then the Trustee may satisfy its record retention duties under this Section 2.3(c) by providing copies of all records in its possession related to the Bonds to the bond trustee for the Refunding Obligation or other party agreed upon by the Authority and the City. Section 2.4. Survival of Representations and Covenants. All representations, covenants and certifications of the Authority, the City, and the Trustee contained in this Tax Agreement or in any certificate or other instrument delivered by the Authority, the City, or the Trustee under this Tax Agreement, will survive the execution and delivery of such documents and the issuance of the Bonds, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. The foregoing covenants of this Section will remain in full force and effect notwithstanding the defeasance of the Bonds. -12- ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General. The purpose of this Article III is to certify, under Regulations § 1.148- 2(b), the Authority's and the City's expectations as to the sources, uses and Investment of Bond proceeds and other money, in order to support the Authority's conclusion that the Bonds are not arbitrage bonds. The person executing this Tax Agreement on behalf of the Authority is an officer of the Authority responsible for issuing the Bonds. Section 3.2. Reasonable Expectations. The facts, estimates and expectations set forth in this Article III are based upon and in reliance upon the Authority's understanding of the documents and certificates that comprise the Transcript, and the representations, covenants and certifications of the parties contained therein. To the Authority's knowledge, the facts and estimates set forth in this Tax Agreement are accurate, and the expectations of the Authority set forth in this Tax Agreement are reasonable. The Authority has no knowledge that would cause it to believe that the representations, warranties and certifications described in this Tax Agreement are unreasonable or inaccurate or may not be relied upon. Section 3.3. Purpose of Financing. The Bonds are being issued for the purpose of providing funds to (a) current refund the Refunded Obligations, (b) fund a debt service reserve fund for the Bonds, and (c) pay costs of issuing the Bonds. The purpose of the refunding of the Refunded Obligations is to achieve interest cost savings through early redemption of the Refunded Obligations and create an orderly plan of finance. Section 3.4. Funds and Accounts. The following funds and accounts have been established under the Indenture: (1) Series 2017 Costs of Issuance Account within the Costs of Issuance Fund; (2) Series 2017 Debt Service Account within the Debt Service Fund; (3) Series 2017 Debt Service Reserve Fund; and (4) Series 2017 Rebate Account within the Rebate Fund (to the extent funded with sale proceeds or investment proceeds of the Bonds). In addition, the Special Allocation Fund has previously been established by the City and the Escrow Fund has been established in the custody of the Escrow Agent under the Escrow Agreement. Section 3.5. Amount and Use of Bond Proceeds and Other Money. (a) Amount of Bond Proceeds. The total proceeds to be received by the Authority from the sale of the Bonds will be as follows: Principal Amount $ .00 [Net Reoffering Premium] .00 Underwriting Discount ( .00) Total Proceeds Received by Authority 0.00 (b) Use of Bond Proceeds and Other Money. The Bond proceeds are expected to be allocated to expenditures as follows: -13- (1) The accrued interest, if any, on the Bonds will be deposited in the Debt Service Fund; (2) $ will be deposited in the Series 2017 Costs of Issuance Account of the Costs of Issuance Fund and will be used to pay costs of issuing the Bonds; (3) $1,000,000, equal to the Debt Service Reserve Fund Requirement, will be deposited in the Series 2017 Debt Service Reserve Fund; and (3) $ , representing $ from proceeds of the Bonds and $ from the debt service reserve fund established for the Series 2007A Bonds and $ from the debt service reserve fund established for the Series 2007B Bonds, will be deposited in the Escrow Fund, to be used to pay the principal of, premium, if any, and interest on the Refunded Obligations in accordance therewith. Section 3.6. Multipurpose Issue. The Authority is applying the arbitrage rules to separate financing purposes of the issue that have the same initial temporary period as if they constitute a single issue for purposes pursuant to Regulations § 1.148-9(h)(3)(i). Section 3.7. No Advance Refunding. No proceeds of the Bonds will be used more than 90 days following the Issue Date to pay principal or interest on any other debt obligation. Section 3.8. Current Refunding. (a) Proceeds Used For Current Refunding. Proceeds of the Bonds will be used to pay principal and interest on the Refunded Obligations. All such proceeds shall be spent not later than 90 days after the Issue Date. (b) Transferred Proceeds. There are no unspent proceeds (sale proceeds, Investment proceeds or transferred proceeds) of the Refunded Obligations. Therefore, there are no transferred proceeds of the Bonds. Section 3.9. Project Completion. The Financed Facility has previously been completed. Section 3.10. Financing Agreement/Sinking Funds. The Authority is making the proceeds of the Bonds available to the City under the Financing Agreement. The City is required under the Financing Agreement to make periodic payments to the Trustee in amounts sufficient to pay the principal of and interest on the Bonds. The City expects to use Tax Revenues deposited in the Special Allocation Fund to pay a portion of the debt service on the Bonds; however, the pledge of such funds to the payment of the debt service on the Bonds is subordinate to the pledge of such revenues securing the debt service payments on the Senior Horizons Bonds. Upon receipt, the Trustee will deposit such payments into the Debt Service Fund. Except for the Debt Service Fund and the Special Allocation Fund, neither the Authority nor the City has established or expects to establish any sinking fund or other similar fund that is expected to be used to pay principal of or interest on the Bonds. The Debt Service Fund and the Special Allocation Fund are used primarily to achieve a proper matching of revenues with principal and interest payments on the Bonds within each Bond Year, and the Authority expects that the Debt Service Fund and the Special Allocation Fund will qualify as a Bona Fide Debt Service Fund. -14- Section 3.11. Reserve, Replacement and Pledged Funds. (a) Series 2017 Debt Service Reserve Fund. The Indenture establishes a debt service reserve fund to be funded at the time of issuance of the Bonds in an amount equal to $1,000,000, the Debt Service Reserve Fund Requirement. The amount to be held in the Series 2017 Debt Service Reserve Fund will not exceed the least of (1) 10% of the stated principal amount of the Bonds, (2) the maximum annual principal and interest requirements on the Bonds (determined as of the Issue Date, or (3) 125% of the average annual principal and interest requirements on the Bonds (determined as of the Issue Date). If the aggregate initial offering price of the Bonds to the public is less than 98% or more than 102% of par, such offering price must be used in clause (1) in lieu of the stated principal amount. Any amounts in the Series 2017 Debt Service Reserve Fund in excess of the Debt Service Reserve Fund Requirement will be transferred to the Debt Service Fund. (b) No Other Replacement or Pledged Funds. None of the Bond proceeds will be used as a substitute for other funds that were intended or earmarked to pay costs of the Financed Facility, and that instead has been or will be used to acquire higher Yielding Investments. Except for the Debt Service Fund and the Special Allocation Fund there is no other fund pledged or committed in a manner that provides a reasonable assurance that such funds would be available for payment of the principal of or interest on the Bonds if either the Authority or City encounters financial difficulty. Section 3.12. Purpose Investment Yield. The proceeds of the Bonds will not be used to purchase an Investment for the purpose of carrying out the governmental purpose of the financing. Section 3.13. Offering Prices and Yield on Bonds. (a) Issue Price. Based on the certifications of [Purchaser] in the Purchaser's Receipt for Bonds and Closing Certificate, the issue price of the Bonds is the price paid by such paid by such Purchaser (b) Bond Yield. Based on the offering prices, the Yield on the Bonds is %, as shown in the Verification Report. Neither the Authority nor the City has entered into an interest rate swap agreement with respect to any portion of the proceeds of the Bonds. Section 3.14. Miscellaneous Arbitrage Matters. (a) No Abusive Arbitrage Device. The Bonds are not and will not be part of a transaction or series of transactions that has the effect of (1) enabling the Authority or the City to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (2) overburdening the tax-exempt bond market. (b) No Over -Issuance. The sale proceeds of the Bonds, together with expected Investment earnings thereon and other money contributed by the Authority or the City, do not exceed the cost of the governmental purpose of the Bonds as described above. Section 3.15. Conclusion. On the basis of the facts, estimates and circumstances set forth in this Tax Agreement, the Authority does not expect that the Bond proceeds will be used in a manner that would cause any Bond to be an "arbitrage bond" within the meaning of Code § 148 and the Regulations. ARTICLE IV -15- POST -ISSUANCE TAX REQUIREMENTS, POLICIES AND PROCEDURES Section 4.1. General. (a) Purpose of Article. The purpose of this Article IV is to supplement the Tax Compliance Procedure and to set out specific policies and procedures governing compliance with the federal income tax requirements that apply after the Bonds are issued. The Authority and the City recognize that interest on the Bonds will remain excludable from gross income only if Post -Issuance Tax Requirements are followed after the Issue Date. The Authority and the City further acknowledge that written evidence substantiating Post -Issuance Tax Requirements must be retained in order to permit the Bonds to be refinanced with tax-exempt obligations and substantiate the position that interest on the Bonds is exempt from gross income in the event of an audit of the Bonds by the IRS. (b) Written Policies and Procedures of the Authority. The Authority intends for the Tax Compliance Procedure, as supplemented by this Tax Agreement, to be its primary written policies and procedures for monitoring compliance with the Post -Issuance Tax Requirements for the Bonds and to supplement any other formal policies and procedures related to tax compliance that the Authority has established. The provisions of this Tax Agreement are intended to be consistent with the Tax Compliance Procedure. In the event of any inconsistency between the Tax Compliance Procedure and this Tax Agreement, the terms of this Tax Agreement will govern. (c) City Responsible for Post -Issuance Tax Requirements. The Tax Compliance Procedure contemplates that the City and the City's Bond Compliance Officer will follow the Tax Compliance Procedure. The Authority and the City acknowledge that the investment and expenditure of proceeds of the Bonds are within the control of the City. For these reasons, the Authority is relying on the City and the City Bond Compliance Officer to carry out the Post -Issuance Tax Requirements as set out in this Tax Agreement and the Tax Compliance Procedure. The City agrees to undertake these obligations and the obligations imposed on it by the Tax Compliance Procedure. The Authority will cooperate with the City when necessary to enable the City to fulfill its Post -Issuance Tax Requirements. Subject to this Section 4.1(c) and 4.1(d), this cooperation includes, but is not limited to, signing Form 8038-T in connection with the payment of arbitrage rebate or yield reduction payments, participating in any federal income tax audit of the Bonds or related proceedings under a voluntary compliance agreement procedure (VCAP) or a remedial action procedure pursuant to Regulations § 1.141-12. (d) Opinion of Bond Counsel. Prior to taking any action requested by the City Bond Compliance Officer for the purpose of carrying out the Post -Issuance Tax Requirements, the Authority is entitled to seek and receive an Opinion of Bond Counsel acceptable to the Authority. (e) Payment of Costs of Post -Issuance Tax Requirements and Indemnifications. Neither the Authority nor the Trustee is required to incur any cost in connection with any action taken related to the Post -Issuance Tax Requirements, it being the intent of the parties that all costs of the Post -Issuance Tax Requirements will be paid by, or immediately reimbursed by, the City. With respect to all actions requested of the Authority by the City involving Post -Issuance Tax Requirements, the Authority is entitled to recover from the City all legal and other fees and expenses incurred and has all rights of indemnification against the City generally contained in the Financing Agreement and the Indenture. -16- Section 4.2. Record Keeping; Use of Bond Proceeds and Use of Financed Facilities. (a) Record Keeping. The City Bond Compliance Officer will maintain the Tax -Exempt Bond File for the Bonds in accordance with the Tax Compliance Procedure. Unless otherwise specifically instructed in a written Opinion of Bond Counsel or to the extent otherwise provided in this Tax Agreement, the City Bond Compliance Officer shall retain records related to Post -Issuance Tax Requirements until 3 years following the final maturity of (i) the Bonds or (ii) any obligation issued to refund the Bonds. Any records maintained electronically must comply with Section 4.01 of Revenue Procedure 97-22, which generally provides that an electronic storage system must (1) ensure an accurate and complete transfer of the hardcopy records which indexes, stores, preserves, retrieves and reproduces the electronic records, (2) include reasonable controls to ensure integrity, accuracy and reliability of the electronic storage system and to prevent unauthorized alteration or deterioration of electronic records, (3) exhibit a high degree of legibility and readability both electronically and in hardcopy, (4) provide support for other books and records of the Authority and (5) not be subject to any agreement that would limit the ability of the IRS to access and use the electronic storage system on the Authority's premises. If requested, the City Bond Compliance Officer will provide the Authority with a complete copy of the Tax -Exempt Bond File. (b) Accounting and Allocation of Bond Proceeds to Expenditures. Proceeds of the Bonds and other money will be used as describe in Sections 3.5 and 3.7. The City Bond Compliance Officer will maintain accounting records showing the investment and expenditure of this money as part of the Tax - Exempt Bond File. The City Bond Compliance Officer has prepared written substantiation records of the allocation of proceeds the Original Obligations to the Financed Facility through requisitions from the project fund established under the indentures for the Original Obligations. This allocation is summarized on Exhibit C and is intended to constitute the Final Written Allocation for the Original Obligations. (c) Annual Compliance Checklist. Attached as Exhibit D is a form of Annual Compliance Checklist for the Bonds. The City Bond Compliance Officer will prepare and complete an Annual Compliance Checklist for the Financed Facility at least annually in accordance with the Tax Compliance Procedure. In the event the Annual Compliance Checklist identifies a deficiency in compliance with the requirements of this Tax Agreement, the City Bond Compliance Officer will consult with the Authority and in conjunction with the Authority will take the actions identified in an Opinion of Bond Counsel or the Tax Compliance Procedure to correct any deficiency. (d) Opinions of Bond Counsel. The City Bond Compliance Officer is responsible for obtaining and delivering to the Authority and the Trustee any Opinion of Bond Counsel required under the provisions of this Tax Agreement, including any Opinion of Bond Counsel required by this Tax Agreement or the Annual Compliance Checklist. Section 4.3. Temporary Periods/Yield Restriction. Except as described below, Gross Proceeds must not be invested at a Yield greater than the Yield on the Bonds: (a) Series 2017 Cost of Issuance Account. Amounts held in the Series 2017 Costs of Issuance Account in the Costs of Issuance Fund may be invested without Yield restriction for 13 months. (b) Debt Service Fund and Special Allocation Fund. To the extent that the Debt Service Fund and the Special Allocation Fund qualify as a Bona Fide Debt Service Fund, money in such accounts may be invested without Yield restriction for 13 months after the date of deposit. Earnings on such amounts may be invested without Yield restriction for 1 year after the date of receipt of such earnings. -17- (c) Series 2017 Debt Service Reserve Fund. Money in the Series 2017 Debt Service Reserve Fund may be invested without Yield restriction up to the least of (1) 10% of the stated principal amount of the Bonds, (2) the maximum annual principal and interest requirements on the Bonds (determined as of the Issue Date), or (3) 125% of the average annual principal and interest requirements on the Bonds (determined as of the Issue Date). If the aggregate initial offering price of the Bonds to the public is less than 98% or more than 102% of par, such offering price must be used in clause (1) in lieu of the stated principal amount. (d) Escrow Fund. Proceeds of the Bonds deposited in the Escrow Fund are being invested at a Yield less than the Yield on the Bonds. Other money in the Escrow Fund may be invested at a Yield that does not exceed the Yield on the Refunded Obligations. Since the Refunded Obligations will be redeemed within 90 days after the Issue Date, money in the Escrow Fund may be invested without Yield restrictions. (e) Proceeds Allocable to Current Refunding. Bond proceeds deposited in the Debt Service Fund or otherwise allocable to a current refunding of the Refunded Obligations (see Section 3.8) may be invested without Yield restriction for up to 90 days after the Issue Date. (f) Minor Portion. In addition to the amounts described above, Gross Proceeds not exceeding the Minor Portion may be invested without Yield restriction. Section 4.4. Procedures for Establishing Fair Market Value. (a) General. No Investment may be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment, or sold or otherwise disposed of for an amount (including transaction costs) less than the fair market value of the Investment. The fair market value of any Investment is the price a willing buyer would pay to a willing seller to acquire the Investment in a bona fide, arm's-length transaction. Fair market value will be determined in accordance with § 1.148-5 of the Regulations. (b) Established Securities Market. Except for Investments purchased for a Yield -restricted defeasance escrow, if an Investment is purchased or sold in an arm's-length transaction on an established securities market (within the meaning of Code § 1273), the purchase or sale price constitutes the fair market value. Where there is no established securities market for an Investment, market value must be established using one of the paragraphs below. The fair market value of Investments purchased for a Yield -restricted defeasance escrow must be determined in a bona fide solicitation for bids that complies with § 1.148-5 of the Regulations. (c) Certificates of Deposit. The purchase price of a certificate of deposit (a "CD") is treated as its fair market value on the purchase date if (1) the CD has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, (2) the Yield on the CD is not less than the Yield on reasonably comparable direct obligations of the United States, and (3) the Yield is not less than the highest Yield published or posted by the CD issuer to be currently available on reasonably comparable CDs offered to the public. (d) Guaranteed Investment Contracts. The Authority and the City are applying Regulations § 1.148-5(d)(6)(iii)(A) as amended by the Proposed Regulations (relating to electronic bidding of Guaranteed Investment Contracts) to the Bonds. The purchase price of a Guaranteed Investment Contract is treated as its fair market value on the purchase date if all of the following requirements are met: (1) Bona Fide Solicitation for Bids. The Authority or the Trustee makes a bona fide solicitation for the Guaranteed Investment Contract, using the following procedures: -18- (A) The bid specifications are in writing and are timely forwarded to potential providers, or are made available on an internet website or other similar electronic media that is regularly used to post bid specifications to potential bidders. A writing includes a hard copy, a fax, or an electronic e-mail copy. (B) The bid specifications include all "material" terms of the bid. A term is material if it may directly or indirectly affect the Yield or the cost of the Guaranteed Investment Contract. (C) The bid specifications include a statement notifying potential providers that submission of a bid is a representation (i) that the potential provider did not consult with any other potential provider about its bid, (ii) that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Authority, the City, the Trustee or any other person (whether or not in connection with the bond issue), and (iii) that the bid is not being submitted solely as a courtesy to the Authority, the City, the Trustee or any other person, for purposes of satisfying the requirements of the Regulations. (D) The terms of the bid specifications are "commercially reasonable." A term is commercially reasonable if there is a legitimate business purpose for the term other than to increase the purchase price or reduce the Yield of the Guaranteed Investment Contract. (E) The terms of the solicitation take into account the City's reasonably expected deposit and draw -down schedule for the amounts to be invested. (F) All potential providers have an equal opportunity to bid. If the bidding process affords any opportunity for a potential provider to review other bids before providing a bid, then providers have an equal opportunity to bid only if all potential providers have an equal opportunity to review other bids. Thus, no potential provider may be given an opportunity to review other bids that is not equally given to all potential providers (that is no exclusive "last look"). (G) At least 3 "reasonably competitive providers" are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of Investments being purchased. (2) Bids Received. The bids received must meet all of the following requirements: (A) At least 3 bids are received from providers that were solicited as described above and that do not have a "material financial interest" in the issue. For this purpose, (i) a lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the Issue Date of the issue, (ii) any entity acting as a financial advisor with respect to the purchase of the Guaranteed Investment Contract at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue, and (iii) a provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue. (B) At least 1 of the 3 bids received is from a reasonably competitive provider, as defined above. (C) If an agent or broker is used to conduct the bidding process, the agent or broker did not bid to provide the Guaranteed Investment Contract. (3) Winning Bid. The winning bid is the highest Yielding bona fide bid (determined net of any broker's fees). (4) Fees Paid. The obligor on the Guaranteed Investment Contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the Guaranteed Investment Contract. (5) Records. The City and the Trustee retains the following records with the bond documents until 3 years after the last outstanding Bond is redeemed: (A) A copy of the Guaranteed Investment Contract. (B) The receipt or other record of the amount actually paid for the Guaranteed Investment Contract, including a record of any administrative costs paid by the Authority or Trustee, and the certification as to fees paid, described in paragraph (d)(4) above. (C) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results. (D) The bid solicitation form and, if the terms of Guaranteed Investment Contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. (e) Other Investments. If an Investment is not described above, the fair market value may be established through a competitive bidding process, as follows: (1) at least 3 bids on the Investment must be received from persons with no financial interest in the Bonds (e.g., as underwriters or brokers); and (2) the Yield on the Investment must be equal to or greater than the Yield offered under the highest bid. Section 4.5. Certain Gross Proceeds Exempt from the Rebate Requirement. (a) General. Aportion of the Gross Proceeds of the Bonds may be exempt from rebate pursuant to one or more of the following exceptions. The exceptions typically will not apply with respect to all Gross Proceeds of the Bonds and will not otherwise affect the application of the Investment limitations described in Section 4.3. Unless specifically noted, the obligation to compute, and if necessary, to pay rebate as set forth in Section 4.6 applies even if a portion of the gross proceeds of the Bonds is exempt from the rebate requirement. To the extent all or a portion of the Bonds is exempt from rebate the Rebate Analyst may account for such fact in connection with its preparation of a rebate report described in Section 4.6. The Authority may defer the final rebate Computation Date and the payment of rebate for the Bonds to the extent permitted by Regulations § 1.148-7(b)(1) and § 1.148-3(e)(2) but only in accordance with specific written instructions provided by the Rebate Analyst. -20- (b) Applicable Spending Exceptions. The following optional rebate spending exceptions can apply to the Bonds: 6 -month Exception (Code § 148(f)(4)(B) and Regulations § 1.148-7(c). (c) Special Elections Made with Respect to Spending Exception Elections. No special elections are being made in connection with the application of the spending exceptions. (d) Bona Fide Debt Service Fund. To the extent that the Debt Service Fund and the Special Allocation fund qualify as a Bona Fide Debt Service Fund, Investment earnings in the accounts cannot be taken into account in computing arbitrage rebate. (e) Documenting Application of Spending Exception. At any time prior to the first Computation Date, the Authority or City may engage the Rebate Analyst to determine whether one or more spending exceptions has been satisfied, and the extent to which the Authority and City must continue to comply with Section 4.6 hereof. (f) General Requirements for Spending Exception. The following general requirements apply in determining whether a spending exception is met. (1) Using Adjusted Gross Proceeds to pay principal of any Bonds is not taken into account as an expenditure for purposes of meeting any of the spending tests. (2) The 6 -month spending exception generally is met if all Adjusted Gross Proceeds of the Bonds are spent within 6 months following the Issue Date. The test may still be satisfied even if up to 5% of the sale proceeds remain at the end of the initial 6 -month period, so long as this amount is spent within 1 year of the Issue Date. Section 4.6. Computation and Payment of Arbitrage Rebate. (a) Rebate Fund. The Trustee will keep the Rebate Fund separate from all other funds and will administer the Rebate Fund under this Tax Agreement. Any Investment earnings derived from the Rebate Fund will be credited to the Rebate Fund, and any Investment loss will be charged to the Rebate Fund. (b) Computation of Rebate Amount. The Trustee will provide the Rebate Analyst Investment reports relating to each fund held by the Trustee that contains Gross Proceeds of the Bonds at such times as reports are provided to the Authority, and not later than 10 days following each Computation Date. The City will provide the Rebate Analyst with copies of Investment reports for any funds containing Gross Proceeds that are held by a party other than the Trustee annually as of the end of each Bond Year and not later than 10 days following each Computation Date. Each Investment report provided to the Rebate Analyst will contain a record of each Investment, including (1) purchase date, (2) purchase price, (3) information establishing the fair market value on the date such Investment was allocated to the Bonds, (4) any accrued interest paid, (5) face amount, (6) coupon rate, (7) frequency of interest payments, (8) disposition price, (9) any accrued interest received, and (10) disposition date. Such records may be supplied in electronic form. The Rebate Analyst will compute rebate following each Computation Date and deliver a written report to the Trustee, the Authority and the City together with an opinion or certificate of the Rebate Analyst stating that arbitrage rebate was determined in accordance with the Regulations. Each report and opinion will be provided not later than 45 days following the Computation Date to which it relates. In performing its duties, the Rebate Analyst may rely, in its discretion, on the correctness of financial analysis reports prepared by other professionals. If the sum of the amount on deposit in the Rebate Fund and the value of prior rebate payments is less than the arbitrage rebate due, the City will, within 55 -21- days after such Computation Date, pay to the Trustee the amount of the deficiency for deposit into the Rebate Fund. If the sum of the amount on deposit in the Rebate Fund and the value of prior rebate payments is greater than the Rebate Amount, the Trustee will transfer such surplus in the Rebate Fund to the Debt Service Fund. After the final Computation Date or at any other time if the Rebate Analyst has advised the Trustee, any money left in the Rebate Fund will be paid to the City and may be used for any purpose not prohibited by law. (c) Rebate Payments. Within 60 days after each Computation Date, the Trustee must pay (but solely from money in the Rebate Fund or provided by the City) to the United States the rebate amount then due, determined in accordance with the Regulations. Each payment must be (1) accompanied by IRS Form 8038-T and such other forms, documents or certificates as may be required by the Regulations, and (2) mailed or delivered to the IRS at the address shown below, or to such other location as the IRS may direct: Internal Revenue Service Center Ogden, UT 84201 Section 4.7. Successor Rebate Analyst. If the firm acting as the Rebate Analyst resigns or becomes incapable of acting for any reason, or if the City or the Authority desires that a different firm act as the Rebate Analyst, then the City by an instrument or concurrent instruments in writing delivered to the firm then serving as the Rebate Analyst and any other party to this Tax Certificate, will engage a successor Rebate Analyst. In each case the successor Rebate Analyst must be a firm of nationally recognized bond counsel or a firm of independent certified public accountants and such firm must expressly agree to undertake the responsibilities assigned to the Rebate Analyst hereunder. In the event the firm acting as the Rebate Analyst resigns or becomes incapable of acting for any reason and the City fails to appoint a qualified successor Rebate Analyst within 30 days following notice of such resignation then the Trustee will appoint a firm to act as the successor Rebate Analyst. Section 4.8. Rebate Report Records. The Trustee and the City will retain copies of each arbitrage rebate report and opinion until 3 years after the final Computation Date. Section 4.9. Filing Requirements. The Trustee, the Authority, and the City will file or cause to be filed with the Internal Revenue Service such reports or other documents as are required by the Code in accordance with an Opinion of Bond Counsel. Section 4.10. Survival after Defeasance. Notwithstanding anything in the Indenture to the contrary, the obligation to pay arbitrage rebate to the United States will survive the payment or defeasance of the Bonds. Section 4.11. Tax Audits. The Authority and the City acknowledge that the IRS has a routine tax audit program in place and that the cost of professional representation and compliance with requests for records and other information that are a part of such an audit can be substantial, even if no violation of tax laws are found. The Authority and the City also recognize that under current administrative procedures the IRS must direct audit inquiries to the Authority, even though the City has the primary responsibility for maintaining the exclusion of interest on the Bonds from gross income for federal income tax purposes. Upon receipt of notice of the commencement of any audit of the Bonds, the City or the Authority will notify the other promptly. Throughout the term of the audit and any subsequent proceedings, the Authority and the City will provide copies to one another of any correspondence received from or transmitted to the IRS by the other. The Authority may hire its own legal counsel to represent its interests in connection with the audit or in any further proceeding that results from the audit. At the request of the Authority, the City will hire legal counsel to represent it in the audit. The City, upon written request of the Authority, will assume -22- responsibility for responding to information and document requests made by the auditor that are within the knowledge or possession of the City. Promptly on demand by the Authority in writing, the City will pay costs incurred by the Authority in connection with the audit or any legal or administrative proceeding resulting from the audit (including the Authority's reasonable attorney's fees and expenses). Neither the Authority nor the City shall have the right to represent or otherwise bind the other party in connection with any settlement related to the tax-exempt status of the Bonds. Nothing contained in this section is intended to limit the rights of the Authority to recovery under the Financing Agreement or any other agreement or certificate executed in connection with the issuance of the Bonds. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Term of Tax Agreement. This Tax Agreement will be effective concurrently with the issuance and delivery of the Bonds and will continue in force and effect until the principal of, redemption premium, if any, and interest on all Bonds have been fully paid and all such Bonds are cancelled; provided that, the provisions of Article IV of this Tax Agreement regarding payment of arbitrage rebate and all related penalties and interest will remain in effect until all such amounts are paid to the United States. Section 5.2. Amendments. This Tax Agreement may be amended from time to time by the parties to this Tax Agreement without notice to or the consent of any of the Bondowners, but only if such amendment is in writing and is accompanied by an Opinion of Bond Counsel to the effect that, under then existing law, assuming compliance with this Tax Agreement as so amended such amendment will not cause interest on any Bond to be included in gross income for federal income tax purposes. No such amendment will become effective until the Authority, the City and the Trustee receive this Opinion of Bond Counsel. Section 5.3. Opinion of Bond Counsel. The Authority, the City, and the Trustee may deviate from the provisions of this Tax Agreement if furnished with an Opinion of Bond Counsel addressed to each of them to the effect that the proposed deviation will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Authority, the City, and the Trustee will comply with any further or different instructions provided in an Opinion of Bond Counsel to the effect that the further or different instructions need to be complied with in order to maintain the validity of the Bonds or the exclusion from gross income of interest on the Bonds. Section 5.4. Reliance. In delivering this Tax Agreement, the Authority, the City, and the Trustee are making only those certifications, representations and agreements as are specifically attributed to them in this Tax Agreement. The balance of the certifications, representations and agreements contained in this Tax Agreement are those of the Authority or the City and the Trustee is relying on the Authority and/or the City with respect to same. None of the Authority, the City or the Trustee is aware of any facts or circumstances which would cause it to question the accuracy of the facts, circumstances, estimates or expectations of any other party providing certifications as part of this Tax Agreement and, to the best of the knowledge of the Authority and the City, those facts, circumstances, estimates and expectations are reasonable. The parties to this Tax Agreement understand that its certifications will be relied upon by the law firm of Gilmore & Bell, P.C., in rendering its opinion as to the validity of the Bonds and the exclusion from federal gross income of the interest on the Bonds. Section 5.5. Severability. If any provision in this Tax Agreement or in the Bonds is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. -23- Section 5.6. Benefit of Agreement. This Tax Agreement is binding upon the Authority, the City, and the Trustee and their respective successors and assigns, and inures to the benefit of the parties to this Tax Agreement and the owners of the Bonds. Nothing in this Tax Agreement or in the Indenture or the Bonds, express or implied, gives to any person, other than the parties to this Tax Agreement and their successors and assigns, and the owners of the Bonds, any benefit or any legal or equitable right, remedy or claim under this Tax Agreement. Section 5.7. Default; Breach and Enforcement. Any misrepresentation of a party contained herein or any breach of a covenant or agreement contained in this Tax Agreement may be pursued by the Bondowners or the other party or parties to this Tax Agreement pursuant to the terms of the Indenture or any other document which references this Tax Agreement and gives remedies for a misrepresentation or breach thereof. Section 5.8. Execution in Counterparts. This Tax Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute the same instrument. Section 5.9. Governing Law. This Tax Agreement will be governed by and construed in accordance with the laws of the State of Missouri. Section 5.10. Electronic Transactions. The transaction described in this Tax Agreement may be conducted, and related documents may be stored, by electronic means. [Remainder of this page intentionally left blank] -24- The parties to this Tax Agreement have caused this Tax Compliance Agreement to be duly executed by their duly authorized officers as of the Issue Date of the Bonds. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: , President S-1 Tax Compliance Agreement S-2 CITY OF RIVERSIDE, MISSOURI By: Kathleen L. Rose, Mayor Tax Compliance Agreement S-3 UMB BANK, N.A., as Trustee By: Name: Title: EXHIBIT A DEBT SERVICE SCHEDULE AND PROOF OF BOND YIELD EXHIBIT B IRS FORM 8038-G EXHIBIT C DESCRIPTION OF PROPERTY COMPRISING THE FINANCED FACILITY AND FINAL WRITTEN ALLOCATION OF ORIGINAL OBLIGATIONS C-1 EXHIBIT D SAMPLE ANNUAL COMPLIANCE CHECKLIST Name of tax-exempt bonds ("Bonds") financing Project: Issue Date of Bonds: Name of Bond Compliance Officer: Period covered by request ("Annual Period"): $18,925,000 The Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 November 1, 2017 Item Question Response 1 Financing Payments — Private Security or Payments During the entire Annual Period, were only the Tax Revenues pledged by the City to make Financing Payments under the Financing Agreement used to pay Financing Payments? For this purpose, "Tax Revenues" means all incremental tax revenues levied for the purpose of project costs related to the Tax Increment Financing Project including (1) payments in lieu of taxes ("PILOTS"), and (2) economic activity taxes. ❑ Yes ❑ No If answer above was "No," was an Opinion of Bond Counsel obtained prior to making a Financing Payment with another source of funds? If Yes, include a copy of the Opinion in the Tax -Exempt Bond File. If No, contact Bond Counsel and include description of resolution in the Tax -Exempt Bond File. ❑ Yes ❑ No 2 Have any taxpayers entered into an impermissible agreement ❑ Yes Impermissible relating to the payment of Tax Revenues? ❑ No Agreements Examples of impermissible agreements include: An agreement for a taxpayer to be personally liable for a tax that does not impose personal liability An agreement to provide additional credit support such as a guaranty An agreement as to the minimum market value of property subject to a property tax Any similar agreement that causes a tax to fail to have a generally applicable manner of determination or collection D-1 Item Question Response If No, contact Rebate Analyst and incorporate report or include description of resolution in the Tax -Exempt Bond File. If answer above was "Yes," was an Opinion of Bond Counsel obtained prior to entering into the agreement? If Yes, include a copy of the Opinion in the Tax -Exempt Bond File. If No, contact Bond Counsel and include description of resolution in the Tax -Exempt Bond File. ❑ Yes ❑ No 3 Arbitrage & Rebate Have all rebate and yield reduction calculations mandated in the Tax Compliance Agreement been prepared for the current year and included in the Tax -Exempt Bond File? ❑ Yes ❑ No If No, contact Rebate Analyst and incorporate report or include description of resolution in the Tax -Exempt Bond File. 4 Continuing Disclosure Filings Did the Authority file its annual report (including audited financial statements and any other financial information and operating data required for the Bonds) with the MSRB on EMMA? ❑ Yes ❑ No If No, file the appropriate failure to file notice required for the Bonds with the MSRB on EMMA. In addition, contact Bond Counsel and file the deficient material with the MSRB on EMMA and include a description of the reason for the delay in the Tax - Exempt Bond File. 5 Material Event Filings Did any of the following events occur with respect to the Bonds? principal and interest payment delinquencies; non-payment related defaults, if material; unscheduled draws on debt service reserves reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; modifications to rights of bondholders, if material; bond calls, if material, and tender offers; defeasances; release, substitution or sale of property securing repayment of the Bonds, if material; rating changes; bankruptcy, insolvency, receivership or similar event of the obligated person; ❑ Yes ❑ No Bond Compliance Officer: Date Completed: the consummation of a merger, consolidation, or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and appointment of a successor or additional trustee or the change of name of the trustee, if material. If "Yes," was Bond Counsel contacted and notice of the material event filed with the MSRB on EMMA? If No, contact Bond Counsel immediately and prepare and file any required notice with the MRSB on EMMA. ❑ Yes ❑ No Bond Compliance Officer: Date Completed: EXHIBIT E BIDDING AGENT CERTIFICATE BOND TRUST INDENTURE Dated as of November 1, 2017 Between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI And UMB BANK, N.A. as Trustee Relating to: $18,925,000 The Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 BOND TRUST INDENTURE Table of Contents Page Parties 1 Recitals 1 Granting Clauses 1 ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms 3 Section 102. Rules of Construction 10 ARTICLE II THE BONDS Section 201. Authorization, Amount and Title of Bonds 10 Section 202. Authorization of Series 2017 Bonds 11 Section 203. Authorization of Additional Bonds 12 Section 204. Method and Place of Payment 14 Section 205. Form, Denomination, Numbering and Dating 15 Section 206. Execution and Authentication 15 Section 207. Registration, Transfer and Exchange 16 Section 208. Temporary Bonds 17 Section 209. Mutilated, Destroyed, Lost and Stolen Bonds 17 Section 210. Cancellation of Bonds 17 Section 211. Book -Entry Bonds; Securities Depository 18 ARTICLE IH REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally 19 ARTICLE IV FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS Section 401. Creation of Funds and Accounts 19 Section 402. Deposit of Bond Proceeds and Other Moneys 19 Section 403. Debt Service Fund 20 Section 404. Rebate Fund 21 Section 405. Deposits into the Series 2017 Debt Service Reserve Fund 21 (i) Section 406. Application of Moneys in the Series 2017 Debt Service Reserve Fund 22 Section 407. Payments Due on Saturdays, Sundays and Holidays 22 Section 408. Nonpresentment of Bonds 22 Section 409. Records and Reports of Trustee 23 ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Moneys to be Held in Trust 23 Section 502. Investment of Moneys 23 ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 601. Authority to Issue Bonds and Execute Indenture 24 Section 602. Limited Obligations 24 Section 603. Payment of Bonds 25 Section 604. Performance of Covenants 25 Section 605. Inspection of Books 25 Section 606. Enforcement of Rights 25 Section 607. Amendments to the Financing Agreement 25 Section 608. Tax Covenants 25 Section 609. Certain Information and Opinions to be Provided to the Authority 26 Section 610. Continuing Disclosure 26 ARTICLE VH DEFAULT AND REMEDIES Section 701. Events of Default 26 Section 702. Acceleration of Maturity; Rescission and Annulment 27 Section 703. Exercise of Remedies by the Trustee 27 Section 704. Trustee May File Proofs of Claim 29 Section 705. Limitation on Suits by Bondowners 29 Section 706. Control of Proceedings by Bondowners 30 Section 707. Application of Moneys Collected 30 Section 708. Rights and Remedies Cumulative 31 Section 709. Delay or Omission Not Waiver 31 Section 710. Waiver of Past Defaults 31 ARTICLE VIII THE TRUSTEE Section 801. Acceptance of Trusts; Certain Duties and Responsibilities 32 Section 802. Certain Rights of Trustee 32 Section 803. Section 804. Section 805. Section 806. Section 807. Section 808. Section 809. Section 810. Section 811. Section 812. Section 901. Section 902. Section 903. Section 904. Section 905. Section 906. Notice of Defaults 34 Compensation and Reimbursement 34 Corporate Trustee Required; Eligibility 35 Resignation and Removal of Trustee 35 Appointment of Successor Trustee 36 Acceptance of Appointment by Successor 37 Merger, Consolidation and Succession to Business 37 Co -Trustees and Separate Trustees 37 Designation of Paying Agents 38 Advances by Trustee 39 ARTICLE IX SUPPLEMENTAL INDENTURES Supplemental Indentures without Consent of Bondowners 39 Supplemental Indentures with Consent of Bondowners 40 Execution of Supplemental Indentures 40 Effect of Supplemental Indentures 41 Reference in Bonds to Supplemental Indentures 41 City Consent to Supplemental Indentures 41 ARTICLE X SATISFACTION AND DISCHARGE Section 1001. Payment, Discharge and Defeasance of Bonds 41 Section 1002. Satisfaction and Discharge of Indenture 42 Section 1003. Rights Retained After Discharge 42 Section 1101. Section 1102. Section 1103. Section 1104. Section 1201. Section 1202. Section 1203. Section 1204. Section 1205. ARTICLE XI NOTICES, CONSENTS AND OTHER ACTS Notices 43 Acts of Bondowners 44 Form and Contents of Documents Delivered to Trustee 45 Compliance Certificates and Opinions 45 ARTICLE XII MISCELLANEOUS PROVISIONS Further Assurances 46 Immunity of Officers, Directors, Employees and Members of Authority 46 Limitation on Authority Obligations 46 Benefit of Indenture 47 No Pecuniary Liability 47 Section 1206. Severability 47 Section 1207. Execution in Counterparts 47 Section 1208. Governing Law 47 Section 1209. Electronic Transactions 47 Signatures and Seals S-1 Exhibit A - Form of Bonds Exhibit B - Form of Disbursement Request - Costs of Issuance Fund (iv) BOND TRUST INDENTURE THIS BOND TRUST INDENTURE (the "Indenture"), dated as of November 1, 2017, between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body politic and corporate and a public instrumentality duly organized and existing under the laws of the State of Missouri (the "Authority"), and UMB BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, and having its principal corporate trust office located in the City of Kansas City, Missouri, as trustee (the "Trustee"). RECITALS 1. The Authority is authorized and empowered under the Missouri Industrial Development Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as amended ("Act"), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain "projects" as defined in the Act (which includes "public facilities" as defined in the Act) and to pay certain costs related to the issuance of such bonds. 2. The Authority has previously issued its (i) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, issued in the original principal amount of $30,265,000, and (ii) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007B, issued in the original principal amount of $10,000,000 (collectively, the "Refunded Bonds"). 3. The proceeds of the Refunded Bonds were used to fund certain infrastructure costs (the "Project") related to construction of improvements as a part of the redevelopment of an approximately 1,800 acre area in the City (the "Redevelopment Area") on the north bank of the Missouri River pursuant to a redevelopment plan (the "Redevelopment Plan") adopted by the City under the provisions of the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended (the "TIF Act"). 4. The City of Riverside, Missouri (the "City") has requested that the Authority assist in the refinancing of the Project and the refunding of the Refunded Bonds through the issuance under this Indenture of the Authority's Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017, in the original principal amount of $18,925,000 (the "Series 2017 Bonds"), the proceeds of which Series 2017 Bonds will be applied as described herein and in the Financing Agreement hereinafter described to provide funds to (a) refinance the Project by refunding and redeeming the Refunded Bonds, (b) fund a Debt Service Reserve Fund for the Series 2017 Bonds and (c) pay certain costs related to the issuance of the Series 2017 Bonds, all as more fully described herein and in the Financing Agreement. 5. The governing body of the Authority adopted a resolution on October 3, 2017, authorizing the Authority to issue the Series 2017 Bonds pursuant to this Indenture for the above purposes. 6. Pursuant to such resolution, the Authority is authorized (a) to execute and deliver this Indenture for the purpose of issuing and securing the Series 2017 Bonds and any Additional Bonds (collectively, the "Bonds") as hereinafter provided and (b) to enter into a Financing Agreement dated as of November 1, 2017 (the "Financing Agreement"), between the Authority and the City, under which the Authority will make the proceeds of the Series 2017 Bonds available to the City in accordance with the provisions of the Financing Agreement to refinance the Project and refund and redeem the Refunded Bonds, in consideration of payments to be made by the City to the Trustee which are, subject to annual appropriation as provided therein, to be sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2017 Bonds as the same become due. 7. All things necessary to make the Series 2017 Bonds, when authenticated by the Trustee and issued as provided in this Indenture, the valid, legal and binding obligations of the Authority, and to constitute this Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues made herein for the security of the payment of the Series 2017 Bonds, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Series 2017 Bonds, subject to the terms of this Indenture, have in all respects been duly authorized. GRANTING CLAUSES To declare the terms and conditions upon which Bonds are to be authenticated, issued and delivered and to secure the payment of all of the Bonds issued and Outstanding under this Indenture from time to time according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants, agreements and conditions contained in this Indenture and in the Bonds, and in consideration of the premises, the acceptance by the Trustee of the trusts created by this Indenture, the purchase and acceptance of the Bonds by the owners thereof, the Authority hereby transfers in trust, pledges and assigns to the Trustee, and hereby grants a security interest to the Trustee in, the property described in paragraphs (a), (b) and (c) below (said property referred to herein as the "Trust Estate"): (a) All rights, title and interest of the Authority (including, but not limited to, the right to enforce any of the terms thereof) in, to and under (1) the Financing Agreement, including, without limitation, all Financing Payments and other payments to be received by the Authority and paid by the City under and pursuant to and subject to the provisions of the Financing Agreement (except the Authority's rights to payment of its fees and expenses and to indemnification as set forth in the Financing Agreement and as otherwise expressly set forth therein), and (2) all financing statements or other instruments or documents evidencing, securing or otherwise relating to the use of the proceeds of the Bonds; and (b) All moneys and securities (except moneys and securities held in the Rebate Fund) from time to time held by the Trustee under the terms of this Indenture; and (c) Any and all other property (real, personal or mixed) of every kind and nature from time to time, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security under this Indenture by the Authority or by anyone in its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. The Trustee shall hold in trust and administer the Trust Estate, upon the terms and conditions set forth in this Indenture for the equal and pro rata benefit and security of each and every owner of Bonds, without preference, priority or distinction as to participation in the lien, benefit and protection of this Indenture of one Bond over or from the others, except as otherwise expressly provided herein. NOW, THEREFORE, the Authority covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective owners of the Bonds, that all Bonds are to be issued, authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the further covenants, conditions and trusts hereinafter set forth, as follows: -2- ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 101. Definitions of Words and Terms. For all purposes of this Indenture, except as otherwise provided or unless the context otherwise requires, the following words and terms used in this Indenture shall have the following meanings: "Act" means the Missouri Industrial Development Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as from time to time amended. "Additional Bonds" means any additional parity Bonds issued by the Authority pursuant to Section 203 of this Indenture that stand on a parity and equality under this Indenture with the Series 2017 Bonds (except with respect to the Series 2017 Debt Service Reserve Fund). "Additional Payments" means the Additional Payments described in Section 3.4 of the Financing Agreement. "Authority" means The Industrial Development Authority of the City of Riverside, Missouri created by the Act, and its successors and assigns or any body, agency or instrumentality of the State of Missouri succeeding to or charged with the powers, duties and functions of the Authority. "Authority Representative" means the Chairman, Vice Chairman, President or Executive Director of the Authority, and any other duly authorized officer of the Authority whose authority to execute any particular instrument or take a particular action under this Indenture or the Financing Agreement shall be evidenced by a written certificate furnished to the City and the Trustee containing the specimen signature of such person or persons and signed on behalf of the Authority by its Chairman or Executive Director. "Authorizing Ordinance" means Ordinance No. of the City passed on October 17, 2017. "Bond" or "Bonds" means the Series 2017 Bonds and any Additional Bonds issued pursuant to Section 203 of this Indenture. "Bond Issuance Date" means November , 2017. "Business Day" means a day on which the Trustee and any Paying Agent shall be scheduled in the normal course of its operations to be open to the public for conduct of its banking operations. "Cede & Co." means Cede & Co., as nominee of The Depository Trust Company, New York, New York. "City" means the City of Riverside, Missouri, a city of the fourth class and political subdivision of the State of Missouri and its successors and assigns. "City Representative" means the Mayor, City Administrator, the Director of Finance or the City Attorney, and any other duly authorized official of the City whose authority to execute any particular instrument or take a particular action under this Indenture or the Financing Agreement shall be evidenced by a written certificate furnished to the Authority and the Trustee containing the specimen signature of such person or persons and signed on behalf of the City by the City Administrator. -3- "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of November 1, 2017, by and between the City and UMB Bank, N.A., as dissemination agent, for the benefit of holders of the Bonds, as from time to time amended in accordance with the provisions thereof. "Costs of Issuance" means issuance costs with respect to the Bonds, including but not limited to the following: (a) underwriter's spread (whether realized directly or derived through purchase of Bonds at a discount below the price at which they are expected to be sold to the public); (b) counsel fees (including bond counsel, disclosure counsel, City's counsel, as well as any other specialized counsel fees incurred in connection with the borrowing); (c) financial advisor fees of any financial advisor to the Authority or the City incurred in connection with the issuance of the Bonds; (g) rating agency fees; trustee, escrow agent and paying agent fees; accountant fees and other expenses related to issuance of the Bonds; printing costs (for the Bonds and of the preliminary and final Official Statement relating to the Bonds); and (h) fees and expenses of the Authority incurred in connection with the issuance of the Bonds. "Costs of Issuance Fund" means the fund by that name created by Section 401 hereof. "Debt Service Fund" means the fund by that name created by Section 401 of this Indenture. "Debt Service Reserve Fund" means the fund by that name created by Section 401 of this Indenture. "Debt Service Reserve Fund Requirement" means with respect to the Series 2017 Bonds, the amount of $1,000,000. "Default" means any event or condition which constitutes, or with the giving of any requisite notice or upon the passage of any requisite time period or upon the occurrence of both would constitute, an Event of Default. "Defeasance Obligations" means: (a) Government Obligations which are not subject to redemption prior to maturity; or (b) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with Government Obligations). -4- "Environmental Regulations" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule defining and governing dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials, or substances. "Escrow Agent" means UMB Bank, N.A., as Trustee and Paying Agent for the Refunded Bonds. "Escrow Agreement" means the Escrow Letter of Instructions from the City and the Authority to the Trustee dated the date of issuance of the Series 2017 Bonds and related to the refunding of the Refunded Bonds. "Escrow Fund" means the fund by that name created under the Escrow Agreement and referred to in Section 401. "Event of Default" means any event of default as defined in Section 701 hereof. "Event of Nonappropriation" means failure of the City to budget and appropriate on or before the last day of any Fiscal Year, moneys sufficient to pay the Financing Payments and reasonably expected Additional Payments due and payable during the next Fiscal Year. "Financing" means the Authority making the proceeds of the Series 2017 Bonds available to the City pursuant to the Financing Agreement. "Financing Agreement" means the Financing Agreement dated as of November 1, 2017, between the Authority and the City as from time to time amended by Supplemental Financing Agreements in accordance with the provisions of the Financing Agreement. "Financing Payment Date" means on or before the Business Day preceding the date any payment is due on the Series 2017 Bonds. "Financing Payments" means the payments of principal and interest on the Financing referred to in Section 3.2 of the Financing Agreement. "Fiscal Year" means the City's fiscal year, which is currently July 1 to June 30, or as it may be hereinafter defined by the City. "Government Obligations" means the following: (a) bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed by, the United States of America; and (b) evidences of direct ownership of a proportionate or individual interest in future interest or principal payments on specified direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America, which obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state thereof in the capacity of custodian in form and substance satisfactory to the Trustee. "Indenture" means this Bond Trust Indenture as originally executed by the Authority and the Trustee, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of this Indenture. -5- "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, and, when appropriate, any statutory predecessor or successor thereto, and all applicable regulations (whether proposed, temporary or final) thereunder and any applicable official rulings, announcements, notices, procedures and judicial determinations relating to the foregoing. "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee. "Officer's Certificate" means a written certificate in the form described in Section 1104 hereof of the City by the City Representative, which certificate shall be deemed to constitute a representation of, and shall be binding upon, the City with respect to matters set forth therein. "Opinion of Bond Counsel" means a written opinion in the form described in Section 1104 hereof of any legal counsel acceptable to the Authority and the Trustee who shall be nationally recognized as expert in matters pertaining to the validity of obligations of governmental issuers and the exemption from federal income taxation of interest on such obligations. "Opinion of Counsel" means a written opinion in the form described in Section 1104 hereof of any legal counsel acceptable to the City and the Trustee and, to the extent the Authority is asked to take action in reliance thereon, the Authority, who may be an employee of or counsel to the Trustee or the City. "Original Purchaser" means Stifel, Nicolaus & Company, Incorporated, underwriter of the Series 2017 Bonds. "Outstanding" means when used with respect to Bonds, as of the date of determination, all Bonds theretofore authenticated and delivered under this Indenture, except: (1) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation as provided in Section 210 of this Indenture; (2) Bonds for whose payment or redemption money or Government Obligations in the necessary amount has been deposited with the Trustee or any Paying Agent in trust for the owners of such Bonds as provided in Section 1001 of this Indenture, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (3) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture; and (4) Bonds alleged to have been destroyed, lost or stolen which have been paid as provided in Section 209 of this Indenture. "Owner" or "Bondowner" means the registered owner of any Bond as recorded on the bond registration records maintained by the Trustee. "Participants" means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Securities Depository, as such listing of Participants exists at the time of such reference. -6- "Paying Agent" means the Trustee and any other commercial bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated pursuant to this Indenture or any Supplemental Indenture as paying agent for any series of Bonds at which the principal of, redemption premium, if any, and interest on such Bonds shall be payable. "Permitted Investments" means, if and to the extent the same are at the time legal for investment of funds held under this Indenture: (1) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (2) below); (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of Treasury of the United States of America; (3) obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: Export - Import Bank, Farm Credit System Financial Assistance Corporation, Rural Economic Community Development Administration (formerly the Farmers Home Administration), General Services Administration, U.S. Maritime Administration, Small Business Administration, Government National Mortgage Association (GNMA), U.S. Department of Housing & Urban Development (PHA's), Federal Housing Administration, and Federal Financing Bank; (4) direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: Senior debt obligations rated at least as high as the sovereign debt rating of the United States by Moody's and "AAA" by Standard & Poor's issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC), Obligations of the Resolution Funding Corporation (REFCORP), and Senior debt obligations of the Federal Home Loan Bank System; (5) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "A-1" or "A-1+" by Standard & Poor's and "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (6) commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by Standard & Poor's and "P-1" by Moody's and which matures not more than 270 days after the date of purchase; (7) & Poor's; investments in a money market fund rated "AAAm" or "AAAm-G" by Standard -7- (8) "Pre -refunded Municipal Obligations," defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Standard & Poor's and Moody's or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; provided, however, that Pre - refunded Municipal Obligations meeting the requirements of this subsection (B) may not be used as Permitted Investments without the prior written approval of Standard & Poor's. (9) general obligations of states with a rating of at least "A2/A" or higher by both Moody's and Standard & Poor's; and (10) investment agreements (supported by appropriate opinions of counsel) with notice to Standard & Poor's. The value, which shall be determined as of each date any payment is due on the Series 2017 Bonds, of the above investments shall be calculated as follows: (a) as to investments the prices of which are received by the Trustee from pricing services utilized by it in the ordinary course of its trust business, the price received from such services; (b) as to certificates of deposit and bankers acceptances: the face amount thereof; and (c) as to any investment not specified above: the value thereof established by prior agreement between the City and the Trustee. "Person" means any natural person, firm, association, corporation, partnership, limited liability company, joint stock company, a joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. "Prime Rate" means, for any date of determination, the interest rate per annum publicly announced from time to time by the Trustee as its "prime rate." "Rebate Fund" means the fund by that name created by Section 401 hereof. -8- "Record Date" means the 15th day (whether or not a Business Day) of the calendar month next preceding the month in which an interest payment on any Bond is to be made. "Refunded Bonds" means, collectively, the Series 2007A Bonds and the Series 2007B Bonds. "Replacement Bonds" means Bonds issued to the beneficial owners of the Bonds in accordance with Section 211 hereof. "Securities Depository" means, initially, The Depository Trust Company, New York, New York, and its successors and assigns. "Series 2007A Bonds" means the Authority's outstanding Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, issued in the original principal amount of $30,265,000. "Series 2007B Bonds" means the Authority's outstanding Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007B, issued in the original principal amount of $10,000,000. "Series 2017 Bonds" means the Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017, aggregating the principal amount of $18,925,000, issued pursuant to Section 202 of this Indenture. "Standard & Poor's" means S&P Global Rating, a division of S&P Global, Inc., New York, New York, and its successors and assigns, and, if such firm shall be dissolved or liquidated or shall no longer perform the functions of a securities rating service, Standard & Poor's shall be deemed to refer to any other nationally recognized securities rating service designated by the City, with notice to the Authority and the Trustee. "Supplemental Financing Agreement" means any agreement supplemental or amendatory to the Financing Agreement entered into by the Authority and the City pursuant to Article XI of the Financing Agreement. "Supplemental Indenture" means any indenture supplemental or amendatory to this Indenture entered into by the Authority and the Trustee pursuant to Article IX of this Indenture. "Tax Compliance Agreement" means the Tax Compliance Agreement dated as of November 1, 2017, among the Authority, the City and the Trustee. "TIF Act" means the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800-99.865 of the Revised Statutes of Missouri, as amended. "Transaction Documents" means this Indenture, the Bonds, the Financing Agreement, the Official Statement relating to the Bonds, the Continuing Disclosure Agreement, the Tax Compliance Agreement, the Escrow Agreement, the Authorizing Ordinance and any and all other documents or instruments that evidence or are a part of the transactions referred to in this Indenture, the Financing Agreement or the Official Statement or contemplated by this Indenture, the Financing Agreement or the Official Statement; and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing; provided, however, that when the words "Transaction Documents" are used in the context of the authorization, execution, delivery, approval or performance of Transaction -9- Documents by a particular party, the same shall mean only those Transaction Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party. "Trust Estate" means the Trust Estate described in the Granting Clauses of this Indenture. "Trustee" means UMB Bank, N.A., Kansas City, Missouri, and its successor or successors and any other corporation or association which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Indenture. "Unassigned Authority's Rights" means the Authority's rights to reimbursement and payment of its costs and expenses under Sections 3.4(e), 9.4 and 9.6 of the Financing Agreement, its rights of access under Section 6.1 of the Financing Agreement, its rights to indemnity under Section 6.2 of the Financing Agreement, its rights to exemption from liability under Section 12.7 of the Financing Agreement, its rights to receive notices, reports and other statements and its rights to consent to certain matters. Section 102. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Indenture: (a) The terms defined in this Article include the plural as well as the singular. (b) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. (c) All references herein to "generally accepted accounting principles" refer to such principles in effect on the date of the determination, certification, computation or other action to be taken hereunder using or involving such terms. (d) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to be the designated Articles, Sections and other subdivisions of this instrument as originally executed. (e) The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (f) The Article and section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. (g) Whenever an item or items are listed after the word "including," such listing is not intended to be a listing that excludes items not listed. ARTICLE II THE BONDS Section 201. Authorization, Amount and Title of Bonds. The Authority may issue Bonds in series from time to time under this Indenture, but subject to the provisions of this Indenture and any Supplemental Indenture authorizing a series of Bonds. No Bonds may be issued under this Indenture except in accordance with the provisions of this Article. The total principal amount of Bonds, the number of Bonds -10- and series of Bonds that may be issued under this Indenture is not limited, except with respect to the Series 2017 Bonds as provided in Section 202 hereof, and with respect to Additional Bonds as provided in Section 203 hereof and in the Supplemental Indenture providing for the issuance thereof, and except as may be limited by law. The several series of Bonds may differ as between series in any respect not in conflict with the provisions of this Indenture and as may be prescribed in the Supplemental Indenture authorizing such series. The general title of all series of Bonds authorized to be issued under this Indenture shall be "Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project)," with such appropriate particular project and series designation added to or incorporated in such title for the Bonds of any particular series as the Authority may determine. Section 202. Authorization of Series 2017 Bonds. There shall be issued under and secured by this Indenture a series of Bonds in the aggregate principal amount of $18,925,000 for the purpose of providing funds to make available to the City to (1) refund the Refunded Bonds, (2) fund a Debt Service Reserve Fund for the Series 2017 Bonds, and (3) pay certain Costs of Issuance. The bonds shall be designated "Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017" in the principal amount of $18,925,000. The Series 2017 Bonds shall be dated November , 2017, shall mature on May 1 in the years and in the respective principal amounts (subject to prior redemption as provided in Article III hereof), and shall bear interest at the respective rates per annum, as follows: SERIES 2017 SERIAL BONDS Maturity Principal Interest May 1 Amount Rate 2018 2019 2020 2021 2022 2023 2024 2025 The Series 2017 Bonds shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) from their dated date or from the most recent interest payment date to which interest has been paid or duly provided for, payable on May 1 and November 1 of each year, beginning on May 1, 2018. The Series 2017 Bonds shall be executed in the manner set forth herein and delivered to the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Series 2017 Bonds by the Trustee the following documents shall be filed with the Trustee: (a) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the resolution adopted by the Authority authorizing the issuance of the Series 2017 Bonds and the execution of this Indenture, the Financing Agreement and any other Transaction Documents to which it is a party; (b) A copy, certified by the City Clerk of the City of the Authorizing Ordinance and such other ordinances and resolutions adopted by the City authorizing the execution and delivery of the Financing Agreement and any other Transaction Documents to which it is a party; -11- (c) An original executed counterpart of this Indenture, the Financing Agreement, the Tax Compliance Agreement, the Escrow Agreement and the Continuing Disclosure Agreement; (d) A request and authorization to the Trustee on behalf of the Authority, executed by the Authority Representative, to authenticate the Series 2017 Bonds and deliver said Series 2017 Bonds to the purchasers therein identified upon payment to the Trustee, for the account of the Authority, of the purchase price thereof. The Trustee shall be entitled to rely conclusively upon such request and authorization as to the names of the purchasers and the amounts of such purchase price; (e) An Opinion of Bond Counsel, dated the date of original issuance of the Series 2017 Bonds; and (f) Such other certificates, statements, opinions, receipts and documents required by any of the Transaction Documents or as the Trustee shall reasonably require for the delivery of the Series 2017 Bonds. When the documents specified above have been filed with the Trustee, and when the Series 2017 Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Series 2017 Bonds to or upon the order of the Original Purchaser thereof, but only upon payment to the Trustee of the purchase price of the Series 2017 Bonds. The proceeds of the sale of the Series 2017 Bonds, including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as provided in Article IV hereof. Section 203. Authorization of Additional Bonds. Additional Bonds may be issued under and equally and ratably secured by this Indenture on a parity (except as otherwise provided in this Section) with the Series 2017 Bonds and any other Additional Bonds at any time and from time to time, upon compliance with the conditions set forth in this Section and in Article VII of the Financing Agreement, for any purpose authorized under the Act. Before any Additional Bonds are issued under the provisions of this Section, the Authority shall adopt a resolution (1) authorizing the issuance of such Additional Bonds, fixing the principal amount thereof and describing the purpose or purposes for which such Additional Bonds are being issued, (2) authorizing the Authority to enter into a Supplemental Indenture for the purpose of issuing such Additional Bonds and establishing the terms and provisions of such series of Bonds and the form of the Bonds of such series, (3) authorizing the Authority to enter into a Supplemental Financing Agreement with the City to provide for payments, which may be subject to annual appropriation, at least sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds then to be Outstanding (including the Additional Bonds to be issued) as the same become due, and to extend the term of the Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the Financing Agreement, and (4) providing for such other matters as are appropriate because of the issuance of the Additional Bonds, which matters, in the judgment of the Authority, are not prejudicial to the Authority or the owners of the Bonds previously issued. Such Additional Bonds shall have the same general title as the Series 2017 Bonds, except for an identifying project, series or date, and shall be dated, shall mature on such dates, shall be numbered, shall bear interest at such rates not exceeding the maximum rate then permitted by law payable at such times, and shall be redeemable at such times and prices (subject to the provisions of Article III of this Indenture), all as provided by the Supplemental Indenture authorizing the issuance of such Additional Bonds. Except as to any difference in the date, the maturities, the rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this -12- Indenture as the Series 2017 Bonds and any other Additional Bonds, provided that any Additional Bonds shall not be entitled to the benefit of the Series 2017 Debt Service Reserve Fund. Such Additional Bonds shall be executed in the manner set forth in Section 206 hereof and shall be deposited with the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of such Additional Bonds by the Trustee, and as a condition precedent thereto, there shall be filed with the Trustee the following: (a) A copy, certified by the Secretary or Assistant Secretary of the Authority, of the resolution adopted by the Authority authorizing the issuance of such Additional Bonds and the execution of the Supplemental Indenture, Supplemental Financing Agreement and supplements to any other Transaction Documents as may be necessary. (b) A copy, certified by the City Clerk of the ordinances and/or resolutions adopted by the City authorizing the execution and delivery of the Supplemental Financing Agreement and supplements to any other Transaction Documents. (c) An original executed counterpart of the Supplemental Indenture, executed by the Authority and the Trustee, authorizing the issuance of the Additional Bonds being issued, specifying, among other things, the terms thereof, and providing for the disposition of the proceeds of such Additional Bonds and the Supplemental Financing Agreement. (d) An original executed counterpart of the Supplemental Financing Agreement, if any, executed by the City and the Authority, specifying, among other things, the principal amount, rate of interest, maturity and terms of optional prepayment. (e) An Officer's Certificate (1) stating that no event of default under the Financing Agreement has occurred and is continuing and that no event has occurred and is continuing which with the lapse of time or giving of notice, or both, would constitute such an event of default, and (2) stating the purpose or purposes for which such Additional Bonds are being issued and accompanied by the certificates, reports or opinions demonstrating compliance with the applicable tests set forth in Section 7.1 of the Financing Agreement. (f) A request and authorization to the Trustee, on behalf of the Authority, executed by a City Representative, to authenticate the Additional Bonds and deliver said Additional Bonds to the purchasers therein identified upon payment to the Trustee, for the account of the Authority, of the purchase price thereof. The Trustee shall be entitled to rely conclusively upon such request and authorization as to the names of the purchasers and the amounts of such purchase price. (g) If such Additional Bonds are to be insured or guaranteed by a bond insurer or other credit enhancer, an insurance policy or other credit enhancement in each case in form or substance satisfactory to the Authority and the City. (h) An Opinion of Bond Counsel to the effect that all requirements for the issuance of such Additional Bonds have been met and the issuance of such Additional Bonds will not result in the interest on any Bonds then Outstanding becoming includible in gross income for purposes of federal income taxation. (i) Such other certificates, statements, receipts and documents required by any of the Transaction Documents or as the Authority, the City or the Trustee shall reasonably require for the delivery of the Additional Bonds. -13- When the documents specified above have been filed with the Trustee, and when such Additional Bonds have been executed and authenticated as required by this Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of such Additional Bonds. The proceeds of the sale of such Additional Bonds, including accrued interest and premium thereon, if any, shall be immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided in Article IV hereof and in the Supplemental Indenture authorizing the issuance of such Additional Bonds. Section 204. Method and Place of Payment. The principal of, redemption premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and the redemption premium, if any, on all Bonds shall be payable by check or draft at maturity or upon earlier redemption to the Persons in whose names such Bonds are registered on the bond register maintained by the Trustee at the maturity or redemption date thereof, upon the presentation and surrender of such Bonds at the principal corporate trust office of the Trustee or of any Paying Agent named in the Bonds. The interest payable on each Bond on any interest payment date shall be paid by the Trustee to the registered owner of such Bond as shown on the bond register at the close of business on the Record Date for such interest, (1) by check or draft mailed to such registered owner at his address as it appears on the bond register or at such other address as is furnished to the Trustee in writing by such owner, or (2) at the written request addressed to the Trustee by any owner of Bonds in the aggregate principal amount of at least $1,000,000, by electronic transfer to such owner upon written notice to the Trustee from such owner containing the electronic transfer instructions (which shall be in the continental United States) to which such owner wishes to have such transfer directed and such written notice is given by such owner to the Trustee not less than 15 days prior to the Record Date. Any such written notice for electronic transfer shall be signed by such owner and shall include the name of the bank, its address, its ABA routing number and the name, number and contact name related to such owner's account at such bank to which the payment is to be credited. Interest on any Bond that is due and payable but not paid on the date due ("Defaulted Interest") shall cease to be payable to the owner of such Bond on the relevant Record Date and shall be payable to the owner in whose name such Bond is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner. The City shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and shall deposit with the Trustee at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment; money deposited with the Trustee shall be held in trust for the benefit of the owners of the Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt of such funds the Trustee shall fix the Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each owner of a Bond entitled to such notice at the address of such owner as it appears on the bond register not less than 10 days prior to such Special Record Date. -14- Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 205. Form, Denomination, Numbering and Dating. The Bonds of each series issued under this Indenture shall be issuable as fully registered bonds without coupons in substantially the form set forth in Exhibit B attached to this Indenture and the Supplemental Bond Indenture under which any Additional Bonds are issued, in each case with such necessary or appropriate variations, omissions and insertions as are permitted or required by this Indenture or any Supplemental Bond Indenture. The Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto. The Series 2017 Bonds shall be issuable in the denomination of $5,000 or any integral multiple thereof. The Bonds of each series of Additional Bonds shall be issuable in such denominations as provided in the Supplemental Bond Indenture authorizing such series. In the absence of any such provision with respect to the Bonds of any particular series, the Bonds of such series shall be of the denominations of $5,000 and any integral multiple thereof. The Series 2017 Bonds shall be numbered from R-1 consecutively upward in order of issuance or in such other manner as the Trustee shall designate. The Bonds of each series of Additional Bonds shall be numbered as provided in the Supplemental Bond Indenture authorizing such series. In the absence of any such provision with respect to the Bonds of any particular series, the Bonds of such series shall be numbered R-1 and upward or in such other manner as the Trustee shall designate. The Series 2017 Bonds shall be dated as provided in Section 202 of this Indenture. The Bonds of each series of Additional Bonds shall be dated as provided in the Supplemental Bond Indenture authorizing such series of Bonds. In the absence of any such provision with respect to the Bonds of any particular series, the Bonds of such series shall be dated the date of their original authentication and delivery. Section 206. Execution and Authentication. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of its Chairman, Vice Chairman or Executive Director and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary, and shall have the corporate seal of the Authority affixed thereto or imprinted thereon. If any officer whose manual or facsimile signature appears on any Bonds shall cease to hold such office before the authentication and delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be signed by such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. No Bond shall be secured by, or be entitled to any lien, right or benefit under, this Indenture or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication substantially in the form provided for in Exhibit B hereto, executed by the Trustee by manual signature of an authorized officer or signatory of the Trustee, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. At any time and from time to time after the execution and delivery of this Indenture, the Authority may deliver Bonds executed by the Authority to the Trustee for authentication and the Trustee shall authenticate and deliver such Bonds as in this Indenture provided and not otherwise. -15- Section 207. Registration, Transfer and Exchange. The Trustee shall cause to be kept at its principal corporate trust office a register (referred to herein as the "bond register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration, transfer and exchange of Bonds as herein provided. The Trustee is hereby appointed "bond registrar" for the purpose of registering Bonds and transfers of Bonds as herein provided. Bonds may be transferred or exchanged only upon the bond register maintained by the Trustee as provided in this Section. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Trustee, the Authority shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same maturity, of any authorized denominations and of a like aggregate principal amount. Every Bond presented or surrendered for transfer or exchange shall (if so required by the Authority or the Trustee, as bond registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Authority and the Trustee, as bond registrar, duly executed by the owner thereof or his attorney or legal representative duly authorized in writing. All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled by the Trustee and thereafter disposed of as required by applicable law. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Authority, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such transfer or exchange. No service charge shall be made for any registration, transfer or exchange of Bonds, but the Trustee or Securities Depository may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, and such charge shall be paid before any such new Bond shall be delivered. The fees and charges of the Trustee for making any transfer or exchange and the expense of any bond printing necessary to effect any such transfer or exchange shall be paid by the City. In the event any registered owner fails to provide a correct taxpayer identification number to the Trustee, the Trustee may impose a charge against such registered owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Internal Revenue Code, such amount may be deducted by the Trustee from amounts otherwise payable to such registered owner hereunder or under the Bonds. The Trustee shall not be required (i) to transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of such Bond and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part, during a period beginning at the opening of business on any Record Date for such series of Bonds and ending at the close of business on the relevant interest payment date therefor. The Person in whose name any Bond shall be registered on the bond register shall be deemed and regarded as the absolute owner thereof for all purposes, except as otherwise provided in this Indenture, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or upon the order of the registered owner thereof or his legal representative, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Trustee will keep on file at its principal corporate trust office a list of the names and addresses of the last known owners of all Bonds and the serial numbers of such Bonds held by each of such owners. -16- At reasonable times and under reasonable regulations established by the Trustee, the list may be inspected and copied by the Authority, the City or the owners of 10% or more in principal amount of Bonds Outstanding or the authorized representative thereof, provided that the ownership of such owner and the authority of any such designated representative shall be evidenced to the satisfaction of the Trustee. Section 208. Temporary Bonds. Pending the preparation of definitive Bonds, the Authority may execute, and upon request of the Authority the Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds. If temporary Bonds are issued, the Authority will cause definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the principal corporate trust office of the Trustee, without charge to the owner. Upon surrender for cancellation of any one or more temporary Bonds, the Authority shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Bonds of authorized denominations. Until so exchanged, temporary Outstanding Bonds shall in all respects be entitled to the security and benefits of this Indenture. Section 209. Mutilated, Destroyed, Lost and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Authority and the Trustee such security or indemnity as may be required by either of them to save the Trustee and the Authority harmless, then, in the absence of notice to the Trustee that such Bond has been acquired by a bona fide purchaser, the Authority shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same series and maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Authority and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond, shall constitute an original additional contractual obligation of the Authority, whether or not the destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds. Section 210. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Trustee, shall be promptly cancelled by the Trustee, and, if surrendered to any Paying Agent other than the Trustee, shall be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by the Trustee. The Authority or the City may at any time deliver to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the Authority or the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. No Bond shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided by this Indenture. The Trustee shall -17- execute and deliver to the Authority and the City a certificate describing the Bonds so cancelled. All cancelled Bonds held by the Trustee shall be destroyed and disposed of by the Trustee in accordance with applicable record retention requirements. Section 211. Book -Entry Bonds; Securities Depository. The Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no beneficial owner will receive certificates representing their respective interests in the Bonds, except in the event the Trustee issues Replacement Bonds as provided in this Section. It is anticipated that during the term of the Bonds, the Securities Depository will make book -entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Trustee authenticates and delivers Replacement Bonds to the beneficial owners as described in this Section. If the Authority determines (1) (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a book -entry system to the exclusion of any Bonds being issued to any Bondowner other than the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, or (2) if the Trustee receives written notice from Participants having interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book -entry system to the exclusion of any Bonds being issued to any Bondowner other than the Securities Depository is no longer in the best interests of the beneficial owners of the Bonds, then the Trustee shall notify the Bondowners of such determination or such notice and of the availability of certificates to owners requesting the same, and the Trustee shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their nominees in principal amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a deteimination under (1)(A) or (1)(B) of this paragraph, the Authority, with the consent of the Trustee, may select a successor securities depository in accordance with the following paragraph to effect book -entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository or the Trustee as its agent has possession of at least one Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Replacement Bonds. If the Securities Depository resigns and the Authority, the Trustee or Bondowners are unable to locate a qualified successor of the Securities Depository in accordance with the following paragraph, then the Trustee shall authenticate and cause delivery of Replacement Bonds to Bondowners, as provided herein. The Trustee may rely on information from the Securities Depository and its Participants as to the names, addresses and principal amounts held of the beneficial owners of the Bonds. The cost of printing, registration, authentication, payment, transfer and delivery of Replacement Bonds shall be paid for by the City. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Trustee receives written evidence satisfactory to the Trustee with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Trustee upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository or its agent in appropriate denominations and form as provided herein. -18- ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally. The Bonds are not subject to optional or mandatory redemption prior to maturity. ARTICLE IV FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS Section 401. Creation of Funds and Accounts. There are hereby created and ordered to be established in the custody of the Trustee the following special trust funds in the name of the Authority to be designated as follows: (a) "The Industrial Development Authority of the City of Riverside, Missouri— Riverside Horizons Project Costs of Issuance Fund" (the "Costs of Issuance Fund"), and within such fund separate accounts for each Series of Bonds, initially a "Series 2017 Costs of Issuance Account"; (b) "The Industrial Development Authority of the City of Riverside, Missouri— Riverside Horizons Project Debt Service Fund" (the "Debt Service Fund") and within such fund separate accounts for each Series of Bonds, initially a "Series 2017 Debt Service Account," and within each such account a subaccount for capitalized interest on such Series, if any; (c) The "The Industrial Development Authority of the City of Riverside, Missouri— Riverside Horizons Project Series 2017 Debt Service Reserve Fund" (the "Series 2017 Debt Service Reserve Fund"); and (d) "The Industrial Development Authority of the City of Riverside, Missouri— Riverside Horizons Project Rebate Fund" (the "Rebate Fund") and within such fund separate accounts for each Series of Bonds, initially a "Series 2017 Rebate Account". The Trustee is authorized to establish separate accounts within such funds or otherwise segregate moneys within such funds, on a book -entry basis or in such other manner as the Trustee may deem necessary or convenient, or as the Trustee shall be instructed by the Authority. In addition, the Escrow Agreement establishes the Escrow Fund to be held and administered by the Escrow Agent in accordance with the provisions of the Escrow Agreement. Section 402. Deposit of Bond Proceeds and Other Moneys. The Authority, for and on behalf of the City, shall deposit with the Trustee all of the net proceeds of the Series 2017 Bonds, and the Trustee shall deposit and apply such proceeds, together with other moneys deposited with the Trustee, as follows: (a) Deposit to the credit of the Series 2017 Costs of Issuance Account of the Costs of Issuance Fund from the proceeds of the Series 2017 Bonds, the sum of $ , which deposit shall be disbursed by the Trustee from time to time, upon receipt of written disbursement requests -19- of the City in substantially the form of Exhibit B hereto and signed by the City Representative in amounts equal to the amount of Costs of Issuance certified in such written requests. At such time as the Trustee is furnished with an Officer's Certificate from the City stating that all Costs of Issuance have been paid, and in any case not later than six months from the date of original issuance of the Series 2017 Bonds, the Trustee shall transfer any moneys remaining in the Series 2017 Costs of Issuance Account to the Series 2017 Debt Service Account; (b) to the Escrow Agent for deposit in the Escrow Fund, $ from the proceeds of the Series 2017 Bonds plus $ from funds deposited with the Escrow Agent by the Trustee for the Refunded Bonds, on behalf of the Authority (including $ from the funds and accounts for the Refunded Bonds), which together provide sufficient funds to prepay the Refunded Bonds in accordance with the Escrow Agreement; and (c) Deposit to the Series 2017 Debt Service Reserve Fund the sum of $1,000,000. Section 403. Debt Service Fund. The Trustee shall deposit and credit to the Debt Service Fund, as and when received, as follows: (a) The amounts required to be deposited therein under Section 402(a) hereof and all Financing Payments made by the City pursuant to Section 3.2 of the Financing Agreement; (b) Interest earnings and other income on Permitted Investments required to be deposited in the Debt Service Fund pursuant to Section 502 hereof; (c) Any amounts required by a Supplemental Indenture authorizing the issuance of Additional Bonds to be deposited in the Debt Service Fund, as specified in such Supplemental Indenture; and (d) All other moneys received by the Trustee under and pursuant to any of the provisions of this Indenture or the Financing Agreement or any other Transaction Document, when accompanied by written directions from the person depositing such moneys that such moneys are to be paid into the Debt Service Fund. The moneys in the Debt Service Fund shall be held in trust and shall be applied solely in accordance with the provisions of this Indenture to pay the principal of and redemption premium, if any, and interest on the Bonds as the same become due and payable. Except as otherwise provided herein, moneys in the Debt Service Fund shall be expended solely as follows: (a) to pay interest on the Bonds as the same becomes due; (b) to pay principal of the Bonds as the same mature or become due and upon any mandatory sinking fund redemption thereof; and (c) to pay principal of and redemption premium, if any, on the Bonds as the same become due upon redemption (other than pursuant to a mandatory sinking fund redemption) prior to maturity. The Trustee is authorized and directed to withdraw sufficient funds from the Debt Service Fund to pay principal of, redemption premium, if any, and interest on the Bonds as the same become due and payable at maturity or upon redemption and to make said funds so withdrawn available to the Trustee and any Paying Agent for the purpose of paying said principal, redemption premium, if any, and interest. The Trustee, upon the written instructions from the Authority given pursuant to written direction of the City, shall use excess moneys in the Debt Service Fund to redeem all or part of the Bonds Outstanding and to pay interest to accrue thereon prior to such redemption and redemption premium, if any, on the next succeeding redemption date for which the required redemption notice may be given or on such later -20- redemption date as may be specified by the City, in accordance with the provisions of Article III hereof, so long as the City is not in default with respect to any payments under the Financing Agreement and to the extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. The City may cause such excess money in the Debt Service Fund or such part thereof or other moneys of the City, as the City may direct, to be applied by the Trustee on a best efforts basis to the extent practical for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the principal amount thereof plus accrued interest thereon to the date of such purchase. After payment in full of the principal of, redemption premium, if any, and interest on the Bonds (or after provision has been made for the payment thereof as provided in Section 1001 of this Indenture), and the fees, charges and expenses of the Trustee, any Paying Agents and the Authority, and any other amounts required to be paid under this Indenture and the Financing Agreement, all amounts remaining in the Debt Service Fund shall be paid to the City upon the expiration or sooner termination of the Financing Agreement. Section 404. Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Compliance Agreement. All amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust to the extent required to pay rebatable arbitrage to the United States of America, and neither the City, the Authority nor the owner of any Bonds shall have any rights in or claim to such money. All amounts held in the Rebate Fund shall be governed by this Section and by the Tax Compliance Agreement (which are incorporated herein by reference). Pursuant to the Tax Compliance Agreement, the Trustee shall remit all required rebate installments and a final rebate payment to the United States. Neither the Trustee nor the Authority shall have any obligation to pay any amounts required to be rebated pursuant to this Section and the Tax Compliance Agreement, other than from moneys held in the Rebate Fund created under this Indenture as provided in this Indenture or from other moneys provided to it by the City. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any rebatable arbitrage shall be withdrawn and paid jointly to the City. The obligation to pay arbitrage rebate to the United States and to comply with all other requirements of this Section and the Tax Compliance Agreement shall survive the defeasance or payment in full of the Bonds until all rebatable arbitrage shall have been paid. Section 405. Deposits into the Series 2017 Debt Service Reserve Fund. The following moneys shall be paid over to and deposited by the Trustee into the Series 2017 Debt Service Reserve Fund, as and when received: (1) From the proceeds from the sale of the Series 2017 Bonds, an amount equal to the Series 2017 Debt Service Reserve Fund Requirement. (2) The amounts to be paid by the City pursuant to Section 3.4(0 of the Financing Agreement. (3) The earnings accrued on the investment of moneys in the Series 2017 Debt Service Reserve Fund and required to be deposited into the Series 2017 Debt Service Reserve Fund pursuant to Section 502. (4) All other moneys received by the Trustee when accompanied by directions from the person depositing such moneys that such moneys are to be paid into the Series 2017 Debt Service Reserve Fund. -21- (5) Moneys from the Sales Proceeds Account as described in Section 410. Section 406. Application of Moneys in the Series 2017 Debt Service Reserve Fund. (a) Except as provided in Section 502 for earnings on moneys in the Series 2017 Debt Service Reserve Fund, the moneys in the Series 2017 Debt Service Reserve Fund shall be disbursed and expended by the Trustee, without any further authorization from the City, solely for the payment of the principal of and interest on the Series 2017 Bonds to the extent of any deficiency in the Debt Service Fund for such purposes. Notwithstanding the foregoing, (i) moneys in the Series 2017 Debt Service Reserve Fund may be used to call the Series 2017 Bonds for redemption and payment prior to their stated maturity, provided all of the Series 2017 Bonds at the time Outstanding are called for payment and funds are available to pay the same according to their terms, and (ii) moneys in the Series 2017 Debt Service Reserve Fund shall be used to pay and retire the last Outstanding Series 2017 Bonds unless such Series 2017 Bonds and all interest thereon are otherwise paid. The Trustee may disburse and expend moneys from the Series 2017 Debt Service Reserve Fund for such purpose whether or not the amount in the Series 2017 Debt Service Reserve Fund at that time equals the Series 2017 Debt Service Reserve Fund Requirement. If the Trustee disburses or expends moneys from the Series 2017 Debt Service Reserve Fund for the purposes stated in this paragraph, the Trustee shall immediately notify the City of the amount necessary to restore the balance in the Series 2017 Debt Service Reserve Fund to the Series 2017 Debt Service Reserve Fund Requirement, and the Trustee shall direct the City to restore the deficiency in 12 equal monthly payments beginning not later than the first Business Day of the next calendar month, subject to the limitations on such funding contained in Section 3.5 of the Financing Agreement. (b) On each valuation date (as provided for in Section 502), and immediately subsequent to any transfer of money from the Series 2017 Debt Service Reserve Fund to the Debt Service Fund as required herein, the Trustee shall determine the value of all cash and Permitted Investments held in the Series 2017 Debt Service Reserve Fund. All such Permitted Investments shall be valued pursuant to Section 502. If the value so determined exceeds the Series 2017 Debt Service Reserve Fund Requirement, the excess shall as promptly as practical be transferred to Debt Service Fund pursuant to Section 502. If the value so determined is less than the Series 2017 Debt Service Reserve Fund Requirement, the Trustee shall immediately notify the City of the amount necessary to restore the balance in the Series 2017 Debt Service Reserve Fund to the Series 2017 Debt Service Reserve Fund Requirement, and the Trustee shall direct the City to restore the deficiency in 12 equal monthly payments beginning not later than the first Business Day of the next calendar month, subject to the limitations on such funding contained in Section 3.5 of the Financing Agreement. (c) After payment or provision for payment in full of the principal of and interest on the Series 2017 Bonds, and the fees, charges and expenses of the Trustee and any Paying Agents and any other amounts required to be paid under this Indenture and the Financing Agreement, all amounts remaining in the Series 2017 Debt Service Reserve Fund shall be paid to the City. Section 407. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of principal of, redemption premium, if any, or interest on the Bonds or the date fixed for redemption of any Bonds shall be a day other than a Business Day, then payment of principal, redemption premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Section 408. Nonpresentment of Bonds. In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for -22- redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the Authority to the owner thereof for the payment of such Bond, shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds in trust in a separate trust account, without liability for interest thereon, for the benefit of the owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Indenture or on or with respect to said Bond. If any Bond shall not be presented for payment within four years following the date when such Bond becomes due, whether by maturity or otherwise, the Trustee shall repay jointly to the City the funds theretofore held by it for payment of such Bond without liability for interest thereon, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the City, and the owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. Section 409. Records and Reports of Trustee. The Trustee agrees to maintain such records with respect to any and all moneys or investments held by the Trustee pursuant to the provisions of this Indenture as are requested by the Authority. The Trustee shall furnish to the Authority and the City, monthly on the tenth Business Day after the end of each calendar month, a report on the status of each of the funds and accounts established under this Article which are held by the Trustee, showing the balance in each such fund or account as of the first day of the preceding month, the total of deposits to and the total of disbursements from each such fund or account, the dates of such deposits and disbursements, and the balance in each such fund or account on the last day of the preceding month. The Trustee shall render an annual accounting for each Fiscal Year ending June 30 to the Authority, the City and any Bondowner at the expense of such Bondowner requesting the same, showing in reasonable detail all financial transactions relating to the Trust Estate during the accounting period, including investment earnings and the balance in any funds or accounts created by this Indenture as of the beginning and close of such accounting period. ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee for the funds and accounts held under this Indenture, and all moneys deposited with or paid to any Paying Agent under any provision of this Indenture shall be held by the Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this Indenture and the Financing Agreement, and, until used or applied as herein provided, shall (except for moneys in the Rebate Fund) constitute part of the Trust Estate and be subject to the lien, terms and provisions hereof and shall not be commingled with any other funds of the Authority or the City except as provided under Section 502 hereof for investment purposes. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except to the extent such moneys are invested in Permitted Investments. Section 502. Investment of Moneys. Moneys held in each of the funds and accounts under this Indenture shall, pursuant to written directions of the City Representative, be invested and reinvested by the Trustee in accordance with the provisions of this Indenture and the Tax Compliance Agreement in Permitted Investments which mature or are subject to redemption by the owner thereof prior to the date such funds are expected to be needed. The Trustee may rely upon the written directions of the City Representative as to the suitability and legality of the directed investment. In the absence of direction from the City Representative, the moneys held in each of the funds and accounts under this Indenture shall be invested and reinvested in Permitted Investments of the type described in paragraph (7) of the definition thereof. The Trustee may make any investments permitted by the provisions of this Section through its own bond -23- department or short-term investment department or that of any affiliate of the Trustee and may pool moneys for investment purposes, except moneys held in any fund or account that are required to be yield restricted in accordance with the Tax Compliance Agreement, which shall be invested separately. Any such Permitted Investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of the fund or account in which such moneys are originally held. The interest accruing on each fund or account and any profit realized from such Permitted Investments (other than any amount required to be deposited in the Rebate Fund pursuant to Section 404 hereof) shall be credited to such fund or account, and any loss resulting from such Permitted Investments shall be charged to such fund or account; provided that if the most recent valuation of the amount invested in the Series 2017 Debt Service Reserve Fund equals or exceeds the Series 2017 Debt Service Reserve Requirement then all interest accruing thereon shall be automatically deposited into the Debt Service Fund. The Trustee shall sell or present for redemption and reduce to cash a sufficient amount of such Permitted Investments whenever it shall be necessary to provide moneys in any fund or account for the purposes of such fund or account and the Trustee shall not be liable for any loss resulting from such investments. In determining the balance in any Fund (other than the Series 2017 Debt Service Reserve Fund), investments in such Fund shall be valued at the lower of their original cost or their fair market value as of the most recent interest payment date. Permitted Investments in the Series 2017 Debt Service Reserve Fund shall be valued at fair market value, exclusive of accrued interest. Investments in the Funds under this Indenture shall be valued on each May 1 and November 1 in each year beginning May 1, 2018. ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 601. Authority to Issue Bonds and Execute Indenture. The Authority covenants that it is duly authorized under the Constitution and laws of the State of Missouri to execute this Indenture, to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action on its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and effectively taken; and that the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the Authority according to the import thereof, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights to the extent applicable and their enforcement may be subject to the exercise of judicial discretion in appropriate cases. Section 602. Limited Obligations. The Bonds and the interest thereon shall be special, limited obligations of the Authority payable (except to the extent paid out of Bond proceeds or the income from the temporary investment thereof and under certain circumstances from insurance proceeds and condemnation awards) solely out of the Financing Payments and other payments derived by the Authority under the Financing Agreement (except for fees and expenses payable to the Authority, the Authority's right to indemnification as set forth in the Financing Agreement and as otherwise expressly set forth therein), and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the owners of the Bonds, as provided in this Indenture. The Bonds and interest thereon shall not be deemed to constitute a debt or liability of the State of Missouri or of any political subdivision or body politic thereof, including the City, within the meaning of any state constitutional provision or statutory limitation, and shall not constitute a pledge of the full faith and credit of the State of Missouri or of any political subdivision or body politic thereof, including the City, but shall be payable solely from the funds provided for in the Financing Agreement and in this Indenture. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State of Missouri or any political subdivision or body politic thereof, including the City, to levy any form of taxation therefor or to make any appropriation for their payment. The State of Missouri shall not in any event be liable for the -24- payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State of Missouri or any charge upon its general credit or against its taxing power. The Authority has no power to tax. Section 603. Payment of Bonds. The Authority shall duly and punctually pay, but solely from the sources specified in this Indenture, the principal of, redemption premium, if any, and interest on the Bonds in accordance with the terms of the Bonds and this Indenture. Section 604. Performance of Covenants. The Authority shall (to the extent within its control) faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in the Bonds and in all proceedings pertaining thereto. Section 605. Inspection of Books. The Authority covenants and agrees that all books and documents in its possession relating to the Bonds, this Indenture and the Financing Agreement, and the transactions relating thereto shall at all reasonable times be open to inspection by the Trustee, the City and such accountants or other agencies as the Trustee or the City may from time to time designate. The Trustee covenants and agrees that all books and documents in its possession relating to the Bonds, this Indenture and the Financing Agreement, and the transactions relating thereto, including financial statements of the City, shall be open to inspection by the Authority during business hours upon reasonable notice. Section 606. Enforcement of Rights. The Authority agrees that the Trustee, as assignee, transferee, pledgee, and owner of a security interest under this Indenture in its name or in the name of the Authority may enforce all rights of the Authority and the Trustee and all obligations of the City under and pursuant to the Financing Agreement and any other Transaction Documents for and on behalf of the Bondowners, whether or not the Authority is in default hereunder. The Financing Agreement and all other Transaction Documents shall be delivered to and held by the Trustee. Section 607. Amendments to the Financing Agreement . The Financing Agreement may only be supplemented or amended by Supplemental Financing Agreements executed by the Authority and the City as provided in Article XI of the Financing Agreement. Section 608. Tax Covenants. The Authority (to the extent within its power or direction) shall not use or permit the use of any proceeds of Bonds or any other funds of the Authority, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would cause the interest on any Bond to be included in gross income for federal income tax purposes. The Authority agrees that so long as any of the Bonds remain Outstanding, it will comply with the provisions of the Tax Compliance Agreement applicable to the Authority. The Trustee agrees to comply with its duties as set forth in the provisions of the Tax Compliance Agreement, and upon receipt of the Tax Compliance Agreement and any Opinion of Bond Counsel which sets forth such requirements, to comply with the written directions of an Opinion of Counsel relating to any statute, regulation or ruling that may apply to it as Trustee hereunder and relating to reporting requirements or other requirements necessary to preserve the exclusion from federal gross income of the interest on the Bonds. The Trustee from time to time, upon receipt of a written request of the Authority, may cause a firm of attorneys, consultants or independent accountants or an investment banking firm (as selected by the Authority) to supply the Authority, with such information as Authority may request in order to determine in a manner reasonably satisfactory to the Authority, all matters relating to (a) the actuarial yields on the Bonds as the same may relate to any data or conclusions necessary to verify that the Bonds are not "arbitrage -25- bonds" within the meaning of Section 148 of the Internal Revenue Code, and (b) compliance with rebate requirements of Section 148(0 of the Internal Revenue Code. Payment for fees, charges, costs and expenses incurred in connection with supplying the foregoing information shall be paid by the City. The foregoing covenants of this Section shall remain in full force and effect notwithstanding the defeasance of the Bonds pursuant to Article X of this Indenture or any other provision of this Indenture, until the final maturity date of all Bonds Outstanding and payment thereof. Section 609. Certain Information and Opinions to be Provided to the Authority. The Trustee shall deliver to the Authority, promptly upon its written request to the Trustee, copies of the financial statements and other information on file with the Trustee, that have been delivered to the Trustee pursuant to Section 6.1 of the Financing Agreement. Each Opinion of Bond Counsel required to be addressed and delivered to the Trustee under any provision of this Indenture shall also be addressed and delivered to the Authority. Section 610. Continuing Disclosure. Pursuant to Section 6.3 of the Financing Agreement, the City has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the owners of the Bonds or any other person with respect to S.E.C. Rule 15c2-12. Notwithstanding any other provision of this Indenture, failure of the City or the Trustee to comply with the Continuing Disclosure Agreement shall not constitute an Event of Default; however, the Trustee may (and, at the request of the Original Purchaser or the owners of at least 25% aggregate principal amount of Outstanding Series 2017 Bonds, having been indemnified in accordance with Section 802(e), shall), or any Bondowner or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Agreement. For purposes of this Section, "Beneficial Owner" means any Person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2017 Bonds (including Persons holding Series 2017 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2017 Bonds for federal income tax purposes. ARTICLE VII DEFAULT AND REMEDIES Section 701. Events of Default. The term "event of default," wherever used in this Indenture, means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default in the payment of any interest on any Bond when such interest becomes due and payable; or (b) default in the payment of the principal of (or premium, if any, on) any Bond when the same becomes due and payable (whether at maturity, upon proceedings for redemption, by acceleration or otherwise); or (c) default in the performance, or breach, of any covenant or agreement of the Authority in this Indenture (other than a covenant or agreement a default in the performance or breach of which is specifically dealt with elsewhere in this Section), and continuance of such default or breach for a period of 60 days after there has been given to the Authority and the City by the Trustee or to the Authority and the City and the Trustee by the owners of at least 10% in principal -26- amount of the Bonds Outstanding, a written notice specifying such default or breach and requiring it to be remedied; provided, that if such default cannot be fully remedied within such 60 -day period, but can reasonably be expected to be fully remedied, such default shall not constitute an event of default if the Authority shall immediately upon receipt of such notice commence the curing of such default and shall thereafter prosecute and complete the same with due diligence and dispatch; or (d) any event of default under the Financing Agreement shall occur and is continuing and has not been waived. With regard to any alleged default concerning which notice is given to the City under the provisions of this Section, the Authority hereby grants the City full authority for the account of the Authority to perform any covenant or obligation, the nonperformance of which is alleged in said notice to constitute a default, in the name and stead of the Authority, with full power to do any and all things and acts to the same extent that the Authority could do and perform any such things and acts in order to remedy such default. Section 702. Acceleration of Maturity; Rescission and Annulment. If an event of default occurs and is continuing, the Trustee may, and shall, if requested by the owners of not less than 25% in principal amount of the Bonds Outstanding, by written notice to the Authority and the City, declare the principal of all Bonds Outstanding and the interest accrued thereon to be due and payable, and upon any such declaration such principal and interest shall become immediately due and payable. At any time after such a declaration of acceleration has been made, but before any judgment or decree for payment of money due on any Bonds has been obtained by the Trustee as provided in this Article, the owners of a majority in principal amount of the Bonds Outstanding may, by written notice to the Authority, the City and the Trustee, rescind and annul such declaration and its consequences if: (a) the Authority has deposited with the Trustee a sum sufficient to pay (1) all overdue installments of interest on all Bonds, (2) the principal of (and premium, if any, on) any Bonds which have become due otherwise than by such declaration of acceleration and interest thereon at the rate prescribed therefor in the Bonds, (3) interest upon overdue installments of interest at the rate prescribed therefor in the Bonds, and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all events of default, other than the non-payment of the principal of Bonds which have become due solely by such declaration of acceleration, have been cured or have been waived as provided in Section 710 of this Indenture. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon. Section 703. Exercise of Remedies by the Trustee. Upon the occurrence and continuance of any event of default under this Indenture, unless the same is waived as provided in this Indenture, the -27- Trustee shall have the following rights and remedies, in addition to any other rights and remedies provided under this Indenture or by law: (a) Right to Bring Suit, Etc. The Trustee may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of, premium, if any, and interest on the Bonds Outstanding, including interest on overdue principal (and premium, if any) and on overdue installments of interest, and any other sums due under this Indenture, to realize on or to foreclose any of its interests or liens under this Indenture or any other Transaction Document, to enforce and compel the performance of the duties and obligations of the Authority as set forth in this Indenture and to enforce or preserve any other rights or interests of the Trustee under this Indenture with respect to any of the Trust Estate or otherwise existing at law or in equity. (b) Exercise of Remedies at Direction of Bondowners. If requested in writing to do so by the owners of not less than 25% in principal amount of Bonds Outstanding and if indemnified as provided in Section 802(e) of this Indenture, the Trustee shall be obligated to exercise such one or more of the rights and remedies conferred by this Article as the Trustee shall deem most expedient in the interests of the Bondowners. (c) Appointment of Receiver. Upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondowners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate, pending such proceedings, with such powers as the court making such appointment shall confer. (d) Suits to Protect the Trust Estate. The Trustee shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Trust Estate by any acts which may be unlawful or in violation of this Indenture and to protect its interests and the interests of the Bondowners in the Trust Estate, including power to institute and maintain proceedings to restrain the enforcement of or compliance with any governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security under this Indenture or be prejudicial to the interests of the Bondowners or the Trustee, or to intervene (subject to the approval of a court of competent jurisdiction) on behalf of the Bondowners in any judicial proceeding to which the Authority or the City is a party and which in the judgment of the Trustee has a substantial bearing on the interests of the Bondowners. (e) Enforcement Without Possession of Bonds. All rights of action under this Indenture or any of the Bonds may be enforced and prosecuted by the Trustee without the possession of any of the Bonds or the production thereof in any suit or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and subject to the provisions of Section 707 hereof, be for the equal and ratable benefit of the owners of the Bonds in respect of which such judgment has been recovered. (f) Restoration of Positions. If the Trustee or any Bondowner has instituted any proceeding to enforce any right or remedy under this Indenture by suit, foreclosure, the appointment of a receiver, or otherwise, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Bondowner, then and in every case the Authority, the City, the Trustee and the Bondowners shall, subject to any determination in such -28- proceeding, be restored to their former positions and rights under this Indenture, and thereafter all rights and remedies of the Trustee and the Bondowners shall continue as though no such proceeding had been instituted. Section 704. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Authority or any other obligor upon the Bonds or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Bonds shall then be due and payable, as therein expressed or by declaration or otherwise, and irrespective of whether the Trustee shall have made any demand on the Authority for the payment of overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Outstanding Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Bondowners allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Bondowner to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Bondowners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 804. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondowner any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any owner thereof, or to authorize the Trustee to vote in respect of the claim of any Bondowner in any such proceeding. Section 705. Limitation on Suits by Bondowners. No owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture, or for the appointment of a receiver or trustee or for any other remedy under this Indenture, unless: (a) such owner has previously given written notice to the Trustee of a continuing event of default; (b) the owners of not less than 25% in principal amount of the Bonds Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee under this Indenture; (c) such owner or owners have offered to the Trustee indemnity as provided in Sections 802(e), 802(k) and 804 of this Indenture against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and -29- (e) no direction inconsistent with such written request has been given to the Trustee during such 60 -day period by the owners of a majority in principal amount of the Outstanding Bonds; it being understood and intended that no one or more owners of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any other owners of Bonds, or to obtain or to seek to obtain priority or preference over any other owners or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Outstanding Bonds. Notwithstanding the foregoing or any other provision in this Indenture, however, the owner of any Bond shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and interest on such Bond on the respective stated maturities expressed in such Bond (or, in the case of redemption, on the redemption date) and nothing contained in this Indenture shall affect or impair the right of any owner to institute suit for the enforcement of any such payment. Section 706. Control of Proceedings by Bondowners. The owners of a majority in principal amount of the Bonds Outstanding shall have the right, during the continuance of an event of default, provided indemnity has been provided to the Trustee in accordance with Sections 802(e), 802(k) and 804: (a) to require the Trustee to proceed to enforce this Indenture, either by judicial proceedings for the enforcement of the payment of the Bonds and the foreclosure of this Indenture, or otherwise; and (b) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture, provided that (1) such direction shall not be in conflict with any rule of law or this Indenture, (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the owners not taking part in such direction. Section 707. Application of Moneys Collected. Any moneys collected by the Trustee pursuant to this Article (after the deductions for payment of costs and expenses of proceedings resulting in the collection of such moneys) together with any other sums then held by the Trustee as part of the Trust Estate, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (a) First: To the payment of all unpaid amounts due the Trustee under Section 804 of this Indenture; (b) Second: To the payment of the whole amount then due and unpaid upon the Outstanding Bonds for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof -30- is legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue principal (and premium, if any) and on overdue installments of interest; and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon such Bonds, then to the payment of such principal and interest, without any preference or priority, ratably according to the aggregate amount so due; and (c) Third: To the payment of the remainder, if any, to the Authority or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, in accordance with Section 204 hereof, and shall not be required to make payment to the owner of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Section 708. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Bondowners is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 709. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any owner of any Bond to exercise any right or remedy accruing upon an event of default shall impair any such right or remedy or constitute a waiver of any such event of default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee, or to the Bondowners may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Bondowners, as the case maybe. Section 710. Waiver of Past Defaults. Before any judgment or decree for payment of money due has been obtained by the Trustee as provided in this Article, the owners of a majority in principal amount of the Bonds Outstanding may, by written notice delivered to the Trustee and the Authority, on behalf of the owners of all the Bonds waive any past default hereunder and its consequences, except a default (a) in the payment of the principal of (or premium, if any) or interest on any Bond, or (b) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the owner of each Outstanding Bond affected. Upon any such waiver, such default shall cease to exist, and any event of default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to or affect any subsequent or other default or impair any right or remedy consequent thereon. -3 1 - ARTICLE VIII THE TRUSTEE Section 801. Acceptance of Trusts; Certain Duties and Responsibilities. The Trustee accepts and agrees to execute the trusts imposed upon it by this Indenture, but only upon the following terms and conditions: (a) Except during the continuance of an event of default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. (b) If an event of default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the owners of a majority in principal amount of the Outstanding Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or conveying rights and duties or affording protection to the Trustee, whether in its capacity as Trustee, Paying Agent, bond registrar or any other capacity, shall be subject to the provisions of this Article VIII. Section 802. Certain Rights of Trustee. Except as otherwise provided in Section 801 of this Indenture: -32- (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) The Trustee shall be entitled to rely upon an Officer's Certificate as to the sufficiency of any request or direction of the City mentioned herein, the existence or non-existence of any fact or the sufficiency or validity of any instrument, paper or proceeding, or that a resolution in the form therein set forth has been adopted by the governing body of the City has been duly adopted, and is in full force and effect; (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon; (e) Notwithstanding anything in this Indenture to the contrary, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture whether at the request or direction of any of the Bondowners pursuant to this Indenture or otherwise, unless such Bondowners or other party shall have offered to the Trustee reasonable security or indemnity against the fees, advances, costs, expenses and liabilities (except as may result from the Trustee's own negligence or willful misconduct), including, without limitation, such fees, advances, costs, expenses and liabilities associated with environmental contamination and the clean-up thereof, which might be incurred by it in connection with such rights or powers; (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney; (g) The Trustee assumes no responsibility for the correctness of the recitals contained in this Indenture and in the Bonds, except the certificate of authentication on the Bonds. The Trustee makes no representations to the value or condition of the Trust Estate or any part thereof, or as to the title thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee shall not be accountable for the use or application by the Authority or the City of any of the Bonds or the proceeds thereof or of any money paid to or upon the order of the Authority or the City under any provision of this Indenture; (h) The Trustee, in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Authority and the City with the same rights it would have if it were not Trustee; -33- (i) All money received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or by this Indenture. The Trustee shall be under no liability for interest on any money received by it hereunder except as to investments authorized and directed pursuant to Section 502 of this Indenture; (j) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (k) Notwithstanding anything elsewhere in this Indenture contained, before taking any action under this Indenture, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all reasonable costs and expenses to which it may be put and to protect it against all liability which it may incur in or by reason of such action; (1) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or its willful misconduct; and (m) The Trustee shall not be required to give any bond or security in respect of the execution of the said trusts and powers or otherwise in respect to the premises. Section 803. Notice of Defaults. The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the Authority to cause to be made any of the payments to the Trustee required to be made by Article IV of this Indenture, unless the Trustee shall be specifically notified in writing of such default by the Authority, the City or the owners of at least 10% in principal amount of all Bonds Outstanding, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. Within 30 days after the Trustee has received notice of any event of default or the occurrence of any event of default hereunder of which the Trustee is deemed to have notice the Trustee shall give written notice of such event of default by mail to the Authority, the City and all owners of Bonds as shown on the bond register maintained by the Trustee, unless such event of default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Bond, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Bondowners. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an event of default as defined in Section 801. Section 804. Compensation and Reimbursement. The Trustee shall be entitled to payment or reimbursement, as follows: (a) from time to time for reasonable compensation for all ordinary services rendered by it hereunder and extra reasonable compensation for any extraordinary services rendered (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, upon its request, for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and -34- disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee's negligence or bad faith; and (c) indemnification for any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the fees, costs and expenses of its agents and counsel in defending itself against any action, suit, demand, judgment, claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As contemplated under the Financing Agreement, all such payments and reimbursements shall be made by the City with interest at the rate of interest per annum equal to the Prime Rate plus 2%. The Trustee shall promptly notify the City in writing of any claim or action brought against the Trustee in respect of which indemnity may be sought against the City, setting forth the particulars of such claim or action, and the City will assume the defense thereof, including the employment of counsel satisfactory to the Trustee and the payment of all expenses. The Trustee may employ separate counsel in any such action and participate in the defense thereof, and the reasonable fees and expenses of such counsel shall not be payable by the City unless such employment has been specifically authorized by the City, or the City fails, in the judgment of the Trustee, to employ competent counsel, and such counsel fails to actively defend such action and protect the interests of the Trustee or Bondowners. Pursuant to the provisions of the Financing Agreement, the City has agreed to pay to the Trustee all reasonable fees, charges, advances and expenses, including, without limitation, its agents and counsel, of the Trustee, and the Trustee agrees to look only to the City for the payment of all reasonable fees, charges, advances and expenses of the Trustee and any Paying Agent as provided in the Financing Agreement. The Trustee agrees that the Authority shall have no liability for any fees, charges and expenses of the Trustee. As security for the payment of such compensation, expenses, reimbursements and indemnity under this Section, the Trustee shall be secured under this Indenture by a first lien prior to the Bonds, and shall have the right to use and apply any trust moneys held by it under Article IV hereof. Section 805. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a bank or trust company organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authority, and having a combined capital and surplus of at least $25,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Article. Section 806. Resignation and Removal of Trustee. (a) The Trustee may resign at any time by giving written notice thereof to the Authority, the City and each owner of Bonds Outstanding as shown by the list of Bondowners required by this Indenture to be kept at the office of the Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. -35- (b) If the Trustee has actual knowledge that it has or shall acquire any conflicting interest, it shall, within 90 days after ascertaining that it has a conflicting interest, or within 30 days after receiving written notice from the Authority or the City (so long as the City is not in default under the Financing Agreement) that it has a conflicting interest, either eliminate such conflicting interest or resign in the manner and with the effect specified in subsection (a). (c) The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Authority and the Trustee signed by the owners of a majority in principal amount of the Outstanding Bonds, or, so long as the City is not in default and no condition that with the giving of notice or passage of time, or both, would constitute a default by the City under the Financing Agreement. The Authority, the City or any Bondowner may at any time petition any court of competent jurisdiction for the removal for cause of the Trustee. (d) If at any time: (1) the Trustee shall fail to comply with subsection (b) after written request therefor by the Authority or the City, or (2) the Trustee shall cease to be eligible under Section 805 and shall fail to resign after written request therefor by the Authority or by any Bondowner, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Authority may remove the Trustee, or (B) the City or any Bondowner may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) The Trustee shall give notice at the expense of the City of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Authority, the City and the registered owners of Bonds as their names and addresses appear in the bond register maintained by the Trustee. Each notice shall include the name of the successor Trustee and the address of its principal corporate trust office. (f) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 808. Section 807. Appointment of Successor Trustee. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Authority, with the written consent of the City if no event of default under the Financing Agreement has occurred and is continuing (which consent shall not be unreasonably withheld), or the owners of a majority in principal amount of Bonds Outstanding (if an event of default hereunder or under the Financing Agreement has occurred and is continuing), by an instrument or concurrent instruments in writing delivered to the Authority and the retiring Trustee, shall promptly appoint a successor Trustee. In case all or substantially all of the Trust Estate shall be in the possession of a receiver or trustee lawfully appointed, such receiver or trustee, by written instrument, may similarly appoint a temporary successor to fill such vacancy until a new Trustee shall be so appointed by the Authority or the Bondowners. If, within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee shall be appointed in the manner herein provided, the successor Trustee so appointed shall, forthwith upon its acceptance of such -36- appointment, become the successor Trustee and supersede the retiring Trustee and any temporary successor Trustee appointed by such receiver or trustee. If no successor Trustee shall have been so appointed and accepted appointment in the manner herein provided, any Bondowner may petition any court of competent jurisdiction for the appointment of a successor Trustee, until a successor shall have been appointed as above provided. The successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as above provided. Every such successor Trustee appointed pursuant to the provisions of this Section shall be a bank or trust company in good standing under the law of the jurisdiction in which it was created and by which it exists, meeting the eligibility requirements of this Article. Section 808. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Authority and to the retiring Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee and the duties and obligations of the retiring Trustee shall cease and terminate; but, on request of the Authority or the successor Trustee, such retiring Trustee shall, upon payment of its charges, fees, costs and expenses, including its agents and counsel, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all the estates, properties, rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 804. Upon request of any such successor Trustee, the Authority shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. Section 809. Merger, Consolidation and Succession to Business. Any corporation or association into which the Trustee may be merged or with which it may be consolidated, or any corporation or association resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or association shall be otherwise qualified and eligible under this Article, and shall be vested with all of the title to the whole property or Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger or consolidation to such authenticating Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds. Section 810. Co -Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, or in the enforcement of any default or the exercise any of the powers, rights or remedies herein granted to the Trustee, or any other action which may be desirable or necessary in connection therewith, the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the owners of at least 25% in principal amount of the Bonds Outstanding, the Authority shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co -trustee, jointly with the Trustee, of all or any part of the Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in the capacity aforesaid, any property, title, protection, immunity, right or power deemed necessary or -37- desirable, subject to the other provisions of this Section. If the Authority does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an event of default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Authority be required by any co -trustee or separate trustee so appointed for more fully confirming to such co -trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Authority. Every co -trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (a) The Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co -trustee or separate trustee jointly, as shall be provided in the instrument appointing such co -trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co -trustee or separate trustee; (c) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Authority evidenced by a resolution, may accept the resignation of or remove any co -trustee or separate trustee appointed under this Section, and, in case an event of default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co -trustee or separate trustee without the concurrence of the Authority. Upon the written request of the Trustee, the Authority shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co -trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (d) No co -trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder; and (e) Any request, demand, authorization, direction, notice, consent, waiver or other act of Bondowners delivered to the Trustee shall be deemed to have been delivered to each such co - trustee and separate trustee. Section 811. Designation of Paying Agents. The Trustee is hereby designated and agrees to act as principal Paying Agent for and in respect to the Bonds. The Authority may, in its discretion, cause the necessary arrangements to be made through the Trustee and to be thereafter continued for the designation of alternate Paying Agents, if any, and for the making available of funds hereunder for the payment of the principal of, premium, if any, and interest on the Bonds of any series, or at the principal corporate trust office of said alternate Paying Agents. In the event of a change in the office of Trustee, the predecessor Trustee which has resigned or been removed shall cease to be trustee of any funds provided hereunder and Paying Agent for principal of, premium, if any, and interest on the Bonds, and the successor -38- Trustee shall become such Trustee and Paying Agent unless a separate Paying Agent or Agents are appointed by the Authority in connection with the appointment of any successor Trustee. Section 812. Advances by Trustee. If the City shall fail to make any payment or perform any of its covenants in the Financing Agreement, the Trustee may, at any time and from time to time, use and apply any moneys held by it under this Indenture, or make advances, to effect payment or performance of any such covenant on behalf of the City. All moneys so used or advanced by the Trustee, together with interest at the Prime Rate plus 2% per annum, shall be repaid by the City upon demand and such advances shall be secured under this Indenture prior to the Bonds. For the repayment of all such advances the Trustee shall have the right to use and apply any moneys at any time held by it under this Indenture but no such use of moneys or advance shall relieve the City from any default under the Financing Agreement. ARTICLE IX SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures without Consent of Bondowners. Without the consent of the owners of any Bonds, the Authority and the Trustee may from time to time enter into one or more Supplemental Indentures for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Bonds or of any series of Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (c) to authorize the issuance of any series of Additional Bonds and make such other provisions as provided in Section 203; or (d) to evidence the appointment of a separate trustee or the succession of a new trustee under this Indenture; or (e) to add to the covenants of the Authority or to the rights, powers and remedies of the Trustee for the benefit of the owners of all Bonds or to surrender any right or power herein conferred upon the Authority; or (f) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision herein or to make any other change, with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided such action shall not materially adversely affect the interests of the owners of the Bonds; or (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or under any similar federal statute hereafter enacted, or to permit the qualification of the Bonds for sale under the securities laws of the United States or any state of the United States. -39- Section 902. Supplemental Indentures with Consent of Bondowners. With the consent of the owners of not less than a majority in principal amount of the Bonds then Outstanding affected by such Supplemental Indenture, the Authority and the Trustee may enter into one or more Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the owners of the Bonds under this Indenture; provided, however, that no such Supplemental Indenture shall, without the consent of the owner of each Outstanding Bond affected thereby, (a) change the stated maturity of the principal of, or any installment of interest on, any Bond, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change any place of payment where (except as may be required in connection with the appointment of a successor Trustee), or the coin or currency in which, any Bond, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or (b) reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose owners is required for any such Supplemental Indenture, or the consent of whose owners is required for any waiver provided for in this Indenture of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences; or (c) modify the obligation of the Authority to make payment on or provide funds for the payment of any Bond; or (d) modify any of the provisions of this Section or Section 710, except to increase any percentage provided thereby or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the owner of each Bond affected thereby; or (e) permit the creation of any lien ranking prior to or, except with respect to any Additional Bonds, on a parity with the lien of this Indenture with respect to any of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the owner of any Bond of the security afforded by the lien of this Indenture. The Trustee may in its discretion determine (which determination may be based upon the advice or opinion of counsel) whether or not any Bonds would be affected by any Supplemental Indenture and any such determination shall be conclusive upon the owners of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for the required percentage of owners of Bonds under this Section to approve the particular form of any proposed Supplemental Indenture, but it shall be sufficient if such act shall approve the substance thereof. Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Article VIII, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized and permitted by and in compliance with the terms of this Indenture and that the execution and delivery thereof will not adversely affect the exclusion from federal gross income of interest on the Bonds. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. -40- Section 904. Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture under this Article, this Indenture shall be modified in accordance therewith and such Supplemental Indenture shall form a part of this Indenture for all purposes; and every owner of Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 905. Reference in Bonds to Supplemental Indentures. Bonds authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Authority shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Authority, to any such Supplemental Indenture may be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds. Section 906. City Consent to Supplemental Indentures. So long as the City is not in default under the Financing Agreement, a Supplemental Indenture under this Article which affects any rights of the City will not become effective unless and until the City consents in writing to the execution and delivery of such Supplemental Indenture; provided that receipt by the Trustee of a Supplemental Financing Agreement executed by the City in connection with the issuance of Additional Bonds shall be deemed to be the consent of the City to the execution of the related Supplemental Indenture. ARTICLE X SATISFACTION AND DISCHARGE Section 1001. Payment, Discharge and Defeasance of Bonds. Bonds will be deemed to be paid and discharged and no longer Outstanding under this Indenture and will cease to be entitled to any lien, benefit or security of this Indenture if the Authority shall pay or provide for the payment of such Bonds in any one or more of the following ways: (a) by paying or causing to be paid the principal of (including redemption premium, if any) and interest on such Bonds, as and when the same become due and payable; (b) by delivering such Bonds to the Trustee for cancellation; or (c) by depositing in trust with the Trustee or other Paying Agent moneys and Defeasance Obligations in an amount, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity or redemption dates (including the payment of the principal of, premium, if any, and interest payable on such Bonds to the maturity or redemption date thereof); provided that, if any such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption is given in accordance with the requirements of this Indenture or provision satisfactory to the Trustee is made for the giving of such notice. The Bonds may be defeased in advance of their maturity or redemption dates only with cash or Defeasance Obligations pursuant to subsection (c) above, subject to receipt by the Trustee of (1) a verification report prepared by independent certified public accountants, or other verification agent and (2) an Opinion of Bond Counsel addressed and delivered to the Trustee and the Authority to the effect that the payment of the principal of and redemption premium, if any, and interest on all of the Bonds then Outstanding and any and all other amounts required to be paid under the provisions of this Indenture has -41- been provided for in the manner set forth in this Indenture and to the effect that so providing for the payment of any Bonds will not cause the interest on the Bonds to be included in gross income for federal income tax purposes, notwithstanding the satisfaction and discharge of this Indenture. The foregoing notwithstanding, the liability of the Authority in respect of such Bonds shall continue, but the owners thereof shall thereafter be entitled to payment only out of the moneys and Defeasance Obligations deposited with the Trustee as aforesaid. Moneys and Defeasance Obligations so deposited with the Trustee pursuant to this Section shall not be a part of the Trust Estate but shall constitute a separate trust fund for the benefit of the Persons entitled thereto. Such moneys and Defeasance Obligations shall be applied by the Trustee to the payment (either directly or through any Paying Agent, as the Trustee may determine) to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such moneys and Defeasance Obligations have been deposited with the Trustee. Section 1002. Satisfaction and Discharge of Indenture. This Indenture and the lien, rights and interests created by this Indenture shall cease, determine and become null and void (except as to any surviving rights pursuant to Section 1003 hereof) if the following conditions are met: (a) the principal of, premium, if any, and interest on all Bonds has been paid or is deemed to be paid and discharged by meeting the conditions of Section 1001; (b) all other sums payable under this Indenture with respect to the Bonds are paid or provision satisfactory to the Trustee is made for such payment; (c) the Trustee receives an Opinion of Bond Counsel (which may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that so providing for the payment of any Bonds will not cause the interest on the Bonds to be included in gross income for federal income tax purposes, notwithstanding the satisfaction and discharge of this Indenture; (d) the Trustee receives an Opinion of Counsel to the effect that all conditions precedent in this Section to the satisfaction and discharge of this Indenture have been complied with; and (e) if such Bonds are to be redeemed or final payment is to occur on a date which is more than 90 days from the date of the deposit under this Section, the Authority and the City shall have received (1) the report of a verification agent acceptable to and addressed to each of them, confirming the mathematical accuracy of the calculations used to determine the sufficiency of the moneys or Defeasance Obligations; and (2) the escrow deposit agreement Thereupon, the Trustee shall execute and deliver to the Authority a termination statement and such instruments of satisfaction and discharge of this Indenture as may be necessary at the written request of the Authority, and shall pay, assign, transfer and deliver to the Authority, or other Persons entitled thereto, all moneys, securities and other property then held by it under this Indenture as a part of the Trust Estate, other than moneys or Defeasance Obligations held in trust by the Trustee as herein provided for the payment of the principal of, premium, if any, and interest on the Bonds. Section 1003. Rights Retained After Discharge. Notwithstanding the satisfaction and discharge of this Indenture, the rights of the Trustee under Section 804 shall survive, and the Trustee shall retain such rights, powers and duties under this Indenture as may be necessary and convenient for the payment of amounts due or to become due on the Bonds and the registration, transfer and exchange of -42- Bonds as provided herein. Nevertheless, any moneys held by the Trustee or any Paying Agent for the payment of the principal of, redemption premium, if any, or interest on any Bond remaining unclaimed for four years after the principal of all Bonds has become due and payable, whether at maturity or upon proceedings for redemption or by declaration as provided herein, shall then be paid to the City without liability for interest thereon, and the owners of any Bonds not theretofore presented for payment shall thereafter be entitled to look only to the City for payment thereof and all liability of the Trustee or any Paying Agent or the Authority with respect to such moneys shall thereupon cease. ARTICLE XI NOTICES, CONSENTS AND OTHER ACTS Section 1101. Notices. Except as otherwise provided herein, it shall be sufficient service of any notice, request, demand, authorization, direction, consent, waiver or other paper required or permitted by this Indenture to be made, given or furnished to or filed with the following Persons upon receipt by such Person, if the same shall be delivered in person or duly mailed by registered or certified mail, postage prepaid, return receipt requested, at the following addresses: (a) To the Authority at: The Industrial Development Authority of the City of Riverside, Missouri c/o City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 Attention: President (b) To the Trustee at: UMB Bank, N.A., as Trustee 1010 Grand Boulevard, 4th Floor Kansas City, Missouri 64106 Attention: Corporate Trust Department (c) To the City at: City of Riverside, Missouri City Hall 2950 NW Vivion Road Riverside, Missouri 64150 Attention: Director of Finance (d) To the Original Purchaser: Stifel, Nicolaus & Company, Incorporated 501 N. Broadway St. Louis, Missouri 63102 Attention: Public Finance Department A copy of the form of any notice from the Trustee to the Bondowners shall be given by the Trustee to the Authority and the City. -43- If, because of the temporary or permanent suspension of mail service or for any other reason, it is impossible or impractical to mail any notice in the manner herein provided, then such delivery of notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient notice. Notice to Bondowners shall be given by first class mail at the address of the Bondowners as shown on the bond register maintained by the Trustee, and neither the failure to receive such notice, nor any defect in any notice so mailed, shall affect the sufficiency of such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondowners shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 1102. Acts of Bondowners. Any notice, request, demand, authorization, direction, consent, waiver or other action provided by this Indenture to be given or taken by Bondowners may be embodied in and evidenced by one or more substantially concurrent instruments of similar tenor signed by such Bondowners in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Authority and the City. Proof of execution of any such instrument or of a writing appointing any such agent, or of the ownership of Bonds other than the assignment of the ownership of a Bond, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Authority and the Trustee, if made in the following manner: (a) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof, or by the affidavit of a witness of such execution. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (b) The fact and date of execution of any such instrument or writing and the authority of any Person executing the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (c) The ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same, shall be proved by the bond register maintained by the Trustee. In determining whether the owners of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds registered on the bond register in the name of the Authority or the City shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Authority or the City has identified in writing to the Trustee as being owned by the Authority or the City or an affiliate thereof shall be so disregarded. Any notice, request, demand, authorization, direction, consent, waiver or other action by the owner of any Bond shall bind every future owner of the same Bond and the owner of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done -44- by the Trustee or the Authority in reliance thereon, whether or not notation of such action is made upon such Bond. Section 1103. Form and Contents of Documents Delivered to Trustee. Whenever several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Authority stating that the information with respect to such factual matters is in the possession of the Authority, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Whenever any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Wherever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Authority shall deliver any document as a condition of the granting of such application, or as evidence of the Authority's compliance with any term hereof, it is intended that the Trustee may rely upon the truth and accuracy of the facts and opinions stated in such document. Section 1104. Compliance Certificates and Opinions. Upon any application or request by the Authority to the Trustee to take any action under any provision of this Indenture, the Authority shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of counsel rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and -45- Trustee. (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. The Trustee may rely upon any such Officer's Certificate or Opinion of Counsel furnished to the ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. Further Assurances. The Authority shall do, execute, acknowledge and deliver such Supplemental Indentures and such further acts, instruments, financing statements and assurances as the Trustee may reasonably require for accomplishing the purposes of this Indenture. Section 1202. Immunity of Officers, Directors, Employees and Members of Authority. No recourse shall be had for the payment of the principal of or redemption premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Indenture against any past, present or future officer, director, member, employee or agent of the Authority, or of any successor public corporation, either directly or through the Authority or any successor public corporation, under any rule of law or equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of Bonds. Section 1203. Limitation on Authority Obligations. Any other term or provision in this Indenture or in any other Transaction Documents or elsewhere to the contrary notwithstanding: (a) Any and all obligations (including without limitation, fees, claims, demands, payments, damages, liabilities, penalties, assessments and the like) of or imposed upon the Authority or its members, officers, agents, employees, representatives, advisors or assigns, whether under this Indenture or any of the other Transaction Documents or elsewhere and whether arising out of or based upon a claim or claims of tort, contract, misrepresentation, or any other or additional legal theory or theories whatsoever (collectively the "Obligations"), shall in all events be absolutely limited obligations and liabilities, payable solely out of the following, if any, available at the time the Obligation in question is asserted: (1) Bond proceeds and investments therefrom; and (2) Payments derived from the Bonds, this Indenture (including the Trust Estate to the extent provided in this Indenture), the Financing Agreement (except for the fees and expenses of the Authority and the Authority's right to indemnification under the Financing Agreement under certain circumstances and as otherwise expressly set forth therein); (the above provisions (1) and (2) being collectively referred to as the "exclusive sources of the Obligations"). (b) The Obligations shall not be deemed to constitute a debt or liability of the State of Missouri or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the -46- State of Missouri or of any political subdivision thereof, but shall be payable solely from and out of the exclusive sources of the Obligations and shall otherwise impose no liability whatsoever, primary or otherwise, upon the State of Missouri or any political subdivision thereof or any charge upon their general credit or taxing power. (c) In no event shall any member, officer, agent, employee, representative or advisor of the Authority, or any successor or assign of any such person or entity, be liable, personally or otherwise, for any Obligation. (d) In no event shall this Indenture be construed as: (1) depriving the Authority of any right or privilege; or (2) requiring the Authority or any member, officer, agent, employee, representative or advisor of the Authority to take or omit to take, or to permit or suffer the taking of, any action by itself or by anyone else; which deprivation or requirement would violate or result in the Authority's being in violation of the Act or any other applicable state or federal law. Section 1204. Benefit of Indenture. This Indenture shall inure to the benefit of and shall be binding upon the Authority and the Trustee and their respective successors and assigns, subject, however, to the limitations contained herein. With the exception of rights expressly conferred in this Indenture, nothing in this Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder, any separate trustee or co -trustee appointed under Section 810 and the owners of Outstanding Bonds, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 1205. No Pecuniary Liability. All covenants, obligations and agreements of the City herein shall be effective to the extent authorized and permitted by law. No such covenant, obligation or agreement herein shall be deemed to be a covenant, obligation or agreement of any present or future councilmember, commissioner, director, officer, agent or employee of the City other than in their official capacity. Section 1206. Severability. If any provision in this Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1207. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section 1208. Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of Missouri. Section 1209. Electronic Transactions. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. -47- [The remainder of this page intentionally left blank.] -48- IN WITNESS WHEREOF, the Authority and the Trustee have caused this Bond Trust Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, by their duly authorized officers, all as of the day and year first above written. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI [SEAL] By: ATTEST: , President By: , Secretary Bond Trust Indenture The Industrial Development Authority of the City of Riverside, Missouri (Riverside Horizons Infrastructure Project), Series 2017 S-1 [SEAL] ATTEST: By: Name: Title: UMB BANK, N.A., as Trustee By: Name: Title: Bond Trust Indenture The Industrial Development Authority of the City of Riverside, Missouri (Riverside Horizons Infrastructure Project), Series 2017 S-2 EXHIBIT A TO BOND TRUST INDENTURE (FORM OF SERIES 2017 BONDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF MISSOURI Registered Registered No. R- $ THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (RIVERSIDE HORIZONS INFRASTRUCTURE PROJECT) SERIES 2017 Interest Rate Registered Owner: Maturity Date Dated Date May_, 2017 CEDE & CO. Taxpayer I.D. No. 13-2555119 Principal Amount: DOLLARS CUSIP THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body politic and corporate and a public instrumentality (the "Authority"), for value received, promises to pay, but solely from the sources herein specified to the registered owner named above, or registered assigns, the principal amount stated above on the maturity date stated above, except as the provisions herein set forth with respect to redemption prior to maturity may become applicable hereto, and in like manner to pay interest on said principal amount at the interest rate per annum stated above (computed on the basis of a 360 -day year of twelve 30 -day months) from the date of Bonds stated above or from the most recent interest payment date to which interest has been paid or duly provided for, payable semi - A -1 annually on each May 1 and November 1, beginning on November 1, 2016, until said principal amount is paid. Method and Place of Payment. The principal of and interest on this Bond shall be payable in any coin or currency of the United States of American which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and redemption premium, if any, on this Bond shall be payable by check or draft to the registered owner at the maturity or redemption date upon presentation and surrender of this Bond at the principal corporate trust office of UMB BANK, N.A., in the City of Kansas City, Missouri (the "Trustee"). The interest payable on this Bond on any interest payment date shall be paid by the Trustee to the registered owner of this Bond appearing on the bond register maintained by the Trustee at the close of business on the Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date and shall be paid by (1) check or draft of the Trustee mailed to such registered owner at his address as it appears on such bond register or at such other address furnished in writing by such registered owner to the Trustee, or (2) at the written request addressed to the Trustee by any registered owner of Bonds in the aggregate principal amount of at least $1,000,000, by electronic transfer to the bank for credit to the ABA routing number and account number filed with the Trustee no later than 15 days preceding the Record Date. Any such written notice for electronic transfer shall be signed by such owner and shall include the name of the bank, its address, its ABA routing number and the name, number and contact name related to such owner's account at such bank to which the payment is to be credited. Limited Obligations. The Bonds and the interest thereon are special, limited obligations of the Authority payable solely out of Financing Payments (as defined in the Indenture) derived by the Authority under the Financing Agreement and are secured by a pledge and assignment of such Financing Payments and other funds as provided in the Indenture. The Bonds shall not be deemed to constitute a debt or liability of the State of Missouri or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and shall not constitute a pledge of the full faith and credit of the State of Missouri or of any political subdivision thereof, but shall be payable solely from the funds provided for in the Financing Agreement and the Indenture. The issuance of the Bonds shall not directly or indirectly obligate the State of Missouri, any political subdivision thereof, the Authority or its officers, directors or employees to provide any funds for the payment of such Bonds. The issuance of the Bonds shall not, directly, indirectly or contingently, obligate the State of Missouri or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The State of Missouri shall not in any event be liable for the payment of the principal of, premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the Authority. No breach by the Authority of any such pledge, mortgage, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State of Missouri or any charge upon its general credit or its taxing power. The Authority has no power to tax. Authorization of Bonds. This Bond is one of a duly authorized series of bonds of the Authority designated "Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017," in the aggregate principal amount of $18,925,000 (the "Bonds"), issued pursuant to the authority of and in full compliance with the Constitution and statutes of the State of Missouri, including particularly Chapter 349, as amended, and pursuant to proceedings duly had by the Authority. The Bonds are issued under and are equally and ratably secured and entitled to the protection given by a Bond Trust Indenture dated as of November 1, 2017 (said Bond Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof, herein called the "Indenture"), between the Authority and the Trustee, for the purpose of making funds available to the City of Riverside, Missouri (the "City") to provide funds for the purposes described in the Indenture. The funds will be made available pursuant to a Financing Agreement dated as of November 1, 2017 (said Financing Agreement, as amended and supplemented from time to time in accordance with the provisions thereof, herein called the "Financing A-2 Agreement"), between the Authority and the City. Under the Indenture, the Authority has pledged and assigned certain of its rights under the Financing Agreement, including the right to receive all Financing Payments thereunder, to the Trustee as security for the Bonds. Reference is hereby made to the Indenture for a description of the property pledged and assigned thereunder, and the provisions, among others, with respect to the nature and extent of the security for the Bonds, and the rights, duties and obligations of the Authority, the Trustee and the registered owners of the Bonds, and a description of the terms upon which the Bonds are issued and secured, upon which provision for payment of the Bonds or portions thereof and defeasance of the lien of the Indenture with respect thereto may be made and upon which the Indenture may be deemed satisfied and discharged prior to payment of the Bonds. Under the circumstances and upon satisfaction of the conditions set forth in the Indenture, additional bonds, on a parity with the Bonds, may be issued. Redemption Prior to Maturity. The Bonds are not subject to optional or mandatory redemption prior to maturity. Book -Entry System. The Bonds are being issued by means of a book -entry system with no physical distribution of bond certificates to be made except as provided in the Indenture. One Bond certificate with respect to each date on which the Bonds are stated to mature or with respect to each form of Bonds, registered in the nominee name of the Securities Depository, is being issued and required to be deposited with the Securities Depository and immobilized in its custody or in the custody of the Trustee as the Securities Depository's "FAST" agent. The book -entry system will evidence positions held in the Bonds by the Securities Depository's participants, beneficial ownership of the Bonds in authorized denominations being evidenced in the records of such participants. Transfers of ownership shall be effected on the records of the Securities Depository and its participants pursuant to rules and procedures established by the Securities Depository and its participants. The Authority and the Trustee will recognize the Securities Depository nominee, while the registered owner of this Bond, as the owner of this Bond for all purposes, including (i) payments of principal of, and redemption premium, if any, and interest on, this Bond, (ii) notices and (iii) voting. Transfer of principal, interest and any redemption premium payments to participants of the Securities Depository, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of such beneficial owners. The Authority and the Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by the Securities Depository, the Securities Depository nominee, its participants or persons acting through such participants. While the Securities Depository nominee is the owner of this Bond, notwithstanding the provision hereinabove contained, payments of principal of, redemption premium, if any, and interest on this Bond shall be made in accordance with existing arrangements among the Authority, the Trustee and the Securities Depository. Transfer and Exchange. EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. This Bond may be transferred or exchanged, as provided in the Indenture, only upon the bond register maintained by the Trustee at the above-mentioned office of the Trustee by the registered owner hereof in person or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new Bond or Bonds of the same maturity and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond is registered on the bond register maintained by the Trustee as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal A-3 or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof. Limitation on Rights. The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Bonds or the Indenture may be modified, amended or supplemented only to the extent and in the circumstances permitted by the Indenture. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law. A-4 IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI has caused this Bond to be executed in its name by the manual or facsimile signature of its President or Vice President and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary and its corporate seal to be affixed or imprinted hereon, all as of the Dated Date specified above. CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Indenture. Date of Authentication: UMB BANK, N.A., Trustee By: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: President [SEAL] ATTEST: By: Authorized Signature Secretary A-5 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name, Address and Social Security Number or Taxpayer Identification Number of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed By: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad -15 (17 CFR 240.17 Ad -15)) By: Title: A-6 LEGAL OPINION The following is a true and correct copy of the legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, on the within Bond and the series of which said Bond is a part, which opinion was manually executed and was dated and issued as of the date of delivery of and payment for such Bonds. GILMORE & BELL, P.C. 2405 Grand Boulevard, Suite 1100 Kansas City, Missouri 64108 (Opinion of Bond Counsel) A-7 EXHIBIT B TO BOND TRUST INDENTURE Date: DISBURSEMENT REQUEST (§ 402 - COSTS OF ISSUANCE FUND) (Series 2017 Costs of Issuance Account) To: UMB Bank, N.A., as Trustee Corporate Trust Department Kansas City, Missouri Request No: Re: The Industrial Development Authority of the City of Riverside, Missouri, Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017 You are hereby requested and directed as Trustee under the Bond Trust Indenture dated as of November 1, 2017 (the "Indenture"), between The Industrial Development Authority of the City of Riverside, Missouri and you, as Trustee, to pay from moneys in the Costs of Issuance Fund, pursuant to Section 402 of the Indenture, to the following payees the following amounts for the following Costs of Issuance (as defined in the Indenture): Payee Amount Description of Costs of Issuance [[See attached schedule]] The undersigned City Representative hereby states and certifies that each item listed above is a proper Cost of Issuance (as defined in the Indenture) that was incurred in connection with the issuance of the above -referenced Bonds, and the amount of this request is justly due and owing and has not been the subject of another requisition which was paid. CITY OF RIVERSIDE, MISSOURI By: City Representative B-1 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, As Authority AND CITY OF RIVERSIDE, MISSOURI, As City FINANCING AGREEMENT Dated as of November 1, 2017 Relating to $18,925,000 The Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 Certain rights, title and interest of The Industrial Development Authority of the City of Riverside, Missouri in this Financing Agreement have been pledged and assigned to UMB Bank, N.A., Kansas City, Missouri, as Trustee under a Bond Trust Indenture dated as of November 1, 2017, between the Authority and the Trustee. FINANCING AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms 2 Section 1.2. Rules of Interpretation 3 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Authority 3 Section 2.2. Representations and Covenants by the City 3 Section 2.3. Survival of Representations 4 ARTICLE III THE FINANCING; PAYMENT OF THE SERIES 2017 BONDS; ISSUANCE OF THE SERIES 2017 BONDS Section 3.1. Amount and Source of the Financing; Issuance of Bonds 4 Section 3.2. Financing Payments 5 Section 3.3. Credits on Financing Payments 5 Section 3.4. Additional Payments 6 Section 3.5. Annual Appropriations 7 Section 3.6. Annual Budget Request 7 Section 3.7. Financing Payments to Constitute Current Expenses of the City 7 ARTICLE IV SECURITY FOR THE FINANCING Section 4.1. Security for the Financing 8 ARTICLE V TERM Section 5.1. Term of Financing Agreement 8 (i) Section 6.1. Section 6.2. Section 6.3. Section 7.1. ARTICLE VI GENERAL COVENANTS AND PROVISIONS Information. Provided to the Authority and the Trustee 9 Indemnification 9 Continuing Disclosure 10 ARTICLE VH ADDITIONAL BONDS Additional Bonds 10 ARTICLE VIII ASSIGNMENT OF BOARD'S RIGHTS UNDER FINANCING AGREEMENT Section 8.1. Section 8.2. Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Section 9.6. Section 9.7. Section 10.1. Section 10.2. Section 10.3 Section 10.4. Section 10.5. Assignment by the Authority 11 Restriction on Transfer of Authority's Rights 11 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Events of Default Defined 11 Remedies on Default 11 No Remedy Exclusive 12 Agreement to Pay Attorneys' Fees and Expenses 13 Authority and City to Give Notice of Default 13 Performance of the City's Obligations 13 Remedial Rights Assigned to the Trustee 13 ARTICLE X PREPAYMENT AND ACCELERATION OF FINANCING PAYMENTS Prepayment at the Option of the City Error! Bookmark not defined. Mandatory Prepayment to Satisfy Scheduled Mandatory Sinking Fund Redemption Requirements Error! Bookmark not defined. Right to Prepay at Any Time 13 Notice of Prepayment 13 Precedence of this Article 14 ARTICLE XI SUPPLEMENTAL FINANCING AGREEMENTS Section 11.1. Supplemental Financing Agreements without Consent of Bondowners 14 Section 11.2. Supplemental Financing Agreements with Consent of Bondowners 14 Section 11.3. Execution of Supplemental Financing Agreements 15 Section 11.4. Effect of Supplemental Financing Agreements 15 Section 11.5. Reference in Bonds to Supplemental Financing Agreements 15 ARTICLE XII MISCELLANEOUS Section 12.1. Authorized Representatives 16 Section 12.2. Notices 16 Section 12.3. Performance Date Not a Business Day 16 Section 12.4. Binding Effect 16 Section 12.5. Execution in Counterparts 16 Section 12.6. No Pecuniary Liability 16 Section 12.7. Extent of Covenants of the Authority; No Personal or Pecuniary Liability 16 Section 12.8. Net Financing 17 Section 12.9. Complete Agreement 17 Section 12.10. Severability 17 Section 12.11. Governing Law 17 Section 12.12. Third Party Beneficiaries 17 Section 12.13. Electronic Transactions 17 Signatures and Seals S-1 FINANCING AGREEMENT THIS FINANCING AGREEMENT, dated as of November 1, 2017 ("Financing Agreement"), between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a body corporate and politic organized and existing under the laws of the State of Missouri (the "Authority"), and the CITY OF RIVERSIDE, MISSOURI, a city of the fourth class and political subdivision of the State of Missouri (the "City"); WITNESSETH: WHEREAS, the Authority is authorized and empowered under Chapter 349 of the Revised Statutes of Missouri, as amended ("Act"), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain "projects" as defined in the Act (which includes "public facilities" as defined in the Act) and to pay certain costs related to the issuance of such revenue bonds; and WHEREAS, the Authority has previously issued its (i) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007A, issued in the original principal amount of $30,265,000 and (ii) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project — City of Riverside, Missouri), Series 2007B, issued in the original principal amount of $10,000,000 (collectively, the "Refunded Bonds"); and WHEREAS, the proceeds of the Refunded Bonds were used to fund certain infrastructure costs (the "Project") related to the redevelopment of an approximately 1,800 acre area in the City (the "Redevelopment Area") on the north bank of the Missouri River pursuant to a redevelopment plan (the "Redevelopment Plan") adopted by the City under the provisions of the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended (the "TIF Act"): and WHEREAS, the City has requested that the Authority assist in the refinancing of the Project through the issuance of the Authority's Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017, in the original principal amount of $18,925,000 (the "Series 2017 Bonds"); and WHEREAS, the governing body of the Authority adopted a resolution on October 3, 2017, authorizing the Authority to issue the Series 2017 Bonds pursuant to the Bond Trust Indenture dated of even date herewith (the "Indenture"), between the Authority and UMB Bank, N.A., as trustee for the Series 2017 Bonds (the "Trustee"); and WHEREAS, pursuant to such resolution, the Authority is authorized (a) to execute and deliver the Indenture for the purpose of issuing and securing the Series 2017 Bonds, (b) to enter into this Financing Agreement, under which the Authority will make the proceeds of the Series 2017 Bonds available to the City in accordance with the provisions of this Financing Agreement to provide funds to refinance the Project and refund and redeem the Refunded Bonds, in consideration of payments to be made by the City to the Trustee which are to be sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2017 Bonds as the same become due; and WHEREAS, the City, by Ordinance No. passed by the Board of Aldermen on October 17, 2017, approved the issuance of the Series 2017 Bonds and the execution and delivery of certain documents, including this Financing Agreement; and WHEREAS, pursuant to the foregoing, the Authority desires to loan the proceeds of the Series 2017 Bonds to the City, and the City desires to borrow the proceeds of the Series 2017 Bonds from the Authority, to be repaid by the City upon the terms and conditions hereinafter set forth, all for the purpose of providing funds to, together with other available moneys, (a) refinance the Project by refunding and redeeming the Refunded Bonds, (b) fund a Debt Service Reserve Fund for the Series 2017 Bonds, and (c) pay certain costs related to the issuance of the Series 2017 Bonds; and NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the Authority and the City, do hereby represent, covenant and agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined elsewhere in this Financing Agreement and the words and terms defined in Section 101 of the Indenture, which definitions are hereby incorporated herein by reference, and terms defined, the following words and terms as used in this Financing Agreement shall have the following meanings: "Economic Activity Tax Revenues" means the revenues attributable to 50% of the increase in tax revenues (other than real property tax revenues) generated by economic activities within the Redevelopment Area, including sales and utility taxes, but excluding personal property taxes, hotel/motel taxes, licenses, fees and special assessments. "Incremental Tax Revenues" means revenues which consist of (a) PILOTS derived from the Redevelopment Area, (b) Economic Activity Tax Revenues received by the City with respect to the Redevelopment Area and (c) the New State Revenues received by the City with respect to the Redevelopment Area. "New State Revenues" means revenue appropriated each year by the General Assembly of the State of Missouri pursuant to the State Supplemental Tax Increment Financing Program Amended Certificate of Approval. "PILOTS" means those revenues attributable to the increase in the assessed valuation of real property within the Redevelopment Area over and above the initial assessed valuation of real property in the Redevelopment Area as of the date on which tax increment financing for the Redevelopment Area was adopted, which increase is multiplied by the then -current aggregate tax rate applicable to such property to determine the amount of PILOTS due. "Series 2017 Levee District Bonds" means the Levee District Improvement Refunding Bonds (L- 385 Project), Series 2017, issued by the Riverside-Quindaro Bend Levee District of Platte County, Missouri in the original aggregate principal amount of $12,620,000. "Series 2011A Bonds" means the Authority's Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A, issued in the original principal amount of $2,385,000. "Series 2014 Bonds" means the Authority's Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2014, issued in the original principal amount of $7,640,000. -2- "Series 2017 Bonds" means the Authority's Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017, issued in the original principal amount of $18,925,000. "Special Allocation Fund" means the fund where the deposits of Incremental Tax Revenues pledged for Financing Payments are held. Section 1.2. Rules of Interpretation. For all purposes of this Financing Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders; (b) Words importing the singular number shall include the plural and vice versa and words importing person shall include firms, associations and corporations, including public bodies, as well as natural persons; (c) The table of contents hereto and the headings and captions herein are not a part of this document; and (d) Terms used in an accounting context and not otherwise defined shall have the meaning ascribed to them by generally accepted principles of accounting. ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Authority. The Authority represents and warrants to the City and the Trustee as follows: (a) Organization and Authority. The Authority (1) is a public body corporate and politic duly organized and existing under the laws of the State of Missouri, and (2) has lawful power and authority to enter into, execute and deliver this Financing Agreement and the Indenture and to carry out its obligations hereunder and thereunder, and (3) by all necessary action has been duly authorized to execute and deliver this Financing Agreement and all Transaction Documents required to be executed and delivered by it in connection with the issuance of the Series 2017 Bonds (collectively, the "Authority Documents"), acting by and through its duly authorized officers; and (b) No Defaults or Violations of Law. The execution and delivery of this Financing Agreement and the other Authority Documents by the Authority will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Authority is a party or by which it or any of its property is bound or its bylaws or any of the constitutional or statutory laws, rules or regulations applicable to the Authority or its property. Section 2.2. Representations and Covenants by the City. The City represents, warrants and covenants to the Authority and the Trustee as follows: -3- (a) Organization and Authority. The City (1) is a city of the fourth class and political subdivision duly organized and validly existing under the laws of the State of Missouri, and (2) has lawful power and authority to enter into, execute and deliver this Financing Agreement and all other Transaction Documents required to be executed and delivered by it in connection with the issuance of the Series 2017 Bonds (collectively, the "City Documents") and to carry out its obligations hereunder and thereunder, and (3) by all necessary action has been duly authorized to execute and deliver this Financing Agreement and the other City Documents, acting by and through its duly authorized officers; (b) No Defaults or Violations of Law. The execution and delivery of this Financing Agreement and the other City Documents by the City will not conflict with or result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the City is a party or by which it or any of its property is bound or any of the laws, rules or regulations applicable to the City or its property; (c) Public Purpose. The City believes that the appropriation of revenues to pay its obligations under this Financing Agreement is an essential public purpose; (d) No Litigation. To the knowledge of the City, there is no litigation or proceeding pending or threatened against the City or any other person affecting the right of the City to execute this Financing Agreement or the other City Documents or the ability of the City to make the Financing Payments or to otherwise comply with the obligations under this Financing Agreement or the other City Documents. Neither the execution and delivery of this Financing Agreement by the City, nor compliance by the City with its obligations under this Financing Agreement require the approval of any regulatory body, or any other entity, which approval has not been obtained; (e) Gaming Revenues. While the Series 2017 Bonds are outstanding, the City will deposit in its general fund amounts received (i) under the lease agreement between the City and Missouri Gaming Company dated June 7, 1993, as amended, and (ii) from the State of Missouri as the City's portion of the gaming tax and admission fees collected by the State of Missouri at the Argosy Casino, to be used by the City upon appropriation by the Board of Aldermen. Section 2.3. Survival of Representations. All representations of the Authority and the City contained in this Financing Agreement or in any certificate or other instrument delivered by any such entity pursuant to this Financing Agreement or any other Transaction Document, or in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Series 2017 Bonds, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. ARTICLE III THE FINANCING; PAYMENT OF THE SERIES 2017 BONDS; ISSUANCE OF THE SERIES 2017 BONDS Section 3.1. Amount and Source of the Financing; Issuance of Bonds. The Authority agrees to make available to the City, upon the terms and conditions herein and in the Indenture specified, the net proceeds received by the Authority from the sale of the Series 2017 Bonds (the "Financing"). In order to provide funds for the Financing and to finance and refinance the Project, the Authority agrees that it will issue, sell and deliver the Series 2017 Bonds to the Original Purchaser. The proceeds of the sale of the -4- Series 2017 Bonds shall be paid over to the Trustee for the account of the Authority and shall be administered, disbursed and applied for the payment of costs related to the financing and refinancing of the Project and the refunding of the Refunded Bonds and other purposes upon the terms and in the manner as provided in the Indenture and in this Financing Agreement. Section 3.2. Financing Payments. Subject to the limitations on appropriation set forth in Sections 3.5, 3.7 and 4.1 hereof, the City shall pay the following amounts to the Trustee, all as "Financing Payments" under this Financing Agreement: (a) Debt Service Fund — Interest: On or before the third Business Day preceding each May 1 and November 1, commencing on the third Business Day preceding May 1, 2018, an amount which is not less than the interest to become due on the next interest payment date on the Series 2017 Bonds; provided, however that the City may be entitled to certain credits on such payments as permitted under Section 3.3 of this Financing Agreement; (b) Debt Service Fund — Principal: On or before the third Business Day preceding each May 1, commencing on the third Business Day preceding May 1, 2018, an amount which is not less than the next installment of principal due on the Series 2017 Bonds on the next principal payment date by maturity; provided, however, that the City may be entitled to certain credits on such payments as permitted under Section 3.3 of this Financing Agreement; and Notwithstanding any schedule of payments set forth in this Financing Agreement or the Indenture, the City shall make payments hereunder and shall be liable therefor at the times and in the amounts (including interest, principal, and redemption premium, if any) equal to the amounts to be paid as interest, principal and redemption premium, if any, whether at maturity or by optional or mandatory redemption, as applicable, upon all Bonds from time to time Outstanding under the Indenture. Any Supplemental Financing Agreement shall provide for similar deposits into the Debt Service Fund of amounts sufficient to ensure the prompt payment of the principal of, premium, if any, and interest on any Additional Bonds as the same become due. Unpaid Financing Payments shall bear interest at the Prime Rate. Any interest charged and collected on an unpaid Financing Payment shall be deposited to the credit of the Debt Service Fund and applied to pay interest on overdue amounts in accordance with the Indenture. The City and the Authority each acknowledge that they have no interest in the Debt Service Fund, the Rebate Fund, and any moneys deposited therein shall be in the custody of and held by the Trustee in trust for the benefit of the Bondowners and the United States of America as provided in the Indenture. Section 3.3. Credits on Financing Payments. Notwithstanding any provision contained in this Financing Agreement or in the Indenture to the contrary, in addition to any credits on the Financing resulting from the payment or prepayment of Financing Payments from other sources: (a) any moneys deposited (including earnings thereon) by the Trustee in the Debt Service Fund as interest (including moneys received as accrued interest from the sale of the Series 2017 Bonds and any initial deposit of capitalized interest made from the proceeds of the sale of the Series 2017 Bonds) shall be credited against the obligation of the City to pay interest on the Financing as the same becomes due; -5- (b) any moneys deposited (including earnings thereon) by the Trustee in the Debt Service Fund as principal shall be credited against the obligation of the City to pay the principal of the Financing as the same becomes due in the order of maturity thereof; and (c) the amount of any moneys transferred by the Trustee from any other fund held under the Indenture and deposited in the Debt Service Fund as interest or principal shall be credited against the obligation of the City to pay Financing Payments, as the case may be, as the same become due. Section 3.4. Additional Payments. Subject to the limitations of Sections 3.5, 3.7 and 4.1 hereof, the City shall pay the following amounts to the following persons, all as "Additional Payments" under this Financing Agreement: (a) to the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Financing Agreement and any other Transaction Documents, and all reasonable expenses (including without limitation reasonable fees and charges of any Paying Agent, bond registrar, counsel, accountant, engineer or other person) incurred in the performance of the duties of the Trustee under the Indenture, this Financing Agreement and any other Transaction Documents for which the Trustee and other persons are entitled to repayment or reimbursement; (b) to the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in accordance with the Tax Compliance Agreement and the Indenture; (c) to the Trustee or the party due, upon written demand all other amounts payable in accordance with the Tax Compliance Agreement; (d) to the Authority, on the Bond Issuance Date, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorneys' fees) incurred by the Authority in relation to the transactions contemplated by this Financing Agreement and the Indenture, which are not otherwise to be paid by the City under this Financing Agreement or the Indenture; (e) to the appropriate person, such payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Authority or the Trustee or any of them in satisfaction of any obligations of the City hereunder that the City does not perform, or incurred in the defense of any action or proceeding with respect to the Project, this Financing Agreement or the Indenture, or (ii) as reimbursement for expenses paid, or as prepayment of expenses to be paid, by the Authority or the Trustee and that are incurred as a result of a request by the City, or a requirement of this Financing Agreement and that the City is not otherwise required to pay under this Financing Agreement; (0 to the Trustee, upon written demand of the Trustee, the amount required by the Indenture, subject to the provisions hereof and of the Indenture, necessary to restore the Series 2017 Debt Service Reserve Fund to an amount equal to the Series 2017 Debt Service Reserve Fund Requirement. If applicable, any Supplemental Financing Agreement shall provide for deposits into the debt service reserve fund(s) for Additional Bonds of amounts sufficient to maintain such fund(s) as required by the Indenture; (g) to the appropriate person, any other amounts required to be paid by the City under this Financing Agreement or the Indenture; and -6- (h) any past due Additional Payments shall continue as an obligation of the City until they are paid and shall bear interest at the Prime Rate plus 2% during the period such Additional Payments remain unpaid. Section 3.5. Annual Appropriations. The City intends, on or before the last day of each Fiscal Year, to budget and appropriate, specifically with respect to this Financing Agreement, moneys sufficient to pay all the Financing Payments and reasonably estimated Additional Payments for the next succeeding Fiscal Year. The City shall deliver written notice to the Trustee no later than 15 days after the commencement of its Fiscal Year stating whether or not the Board of Aldermen has appropriated funds sufficient for the purpose of paying the Financing Payments and reasonably estimated Additional Payments to become due during such Fiscal Year. If the Board of Aldermen shall have made the appropriation necessary to pay the Financing Payments and reasonably estimated Additional Payments to become due during such Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation and, on failure to receive such notice 15 days after the commencement of the City's Fiscal Year, the Trustee shall request written confirmation from the City of the fact of whether or not such appropriation has been made. If the Board of Aldermen shall not have made the appropriation necessary to pay the Financing Payments and Additional Payments reasonably estimated to become due during such succeeding Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall constitute an Event of Nonappropriation. Section 3.6. Annual Budget Request. The City Administrator or other officer of the City at any time charged with the responsibility of formulating budget proposals shall include in the budget proposals submitted to the Board of Aldermen, in each Fiscal Year in which this Financing Agreement shall be in effect, an appropriation for all the Financing Payments and reasonably estimated Additional Payments required for the ensuing Fiscal Year; it being the intention of the City that the decision to appropriate or not to appropriate under this Financing Agreement shall be made solely by the Board of Aldermen and not by any other official of the City. The City intends, subject to the provisions above respecting the failure of the City to budget or appropriate funds to make Financing Payments and Additional Payments, to pay the Financing Payments and Additional Payments hereunder. The City reasonably believes that legally available funds in an amount sufficient to make all Financing Payments and Additional Payments during each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from which the Financing Payments and Additional Payments may be made, including making provision for such Financing Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The City's Director of Finance is directed to do all things lawfully within such person's power to obtain and maintain funds from which the Financing Payments and Additional Payments may be paid, including making provision for such Financing Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the City's normal procedures for such decisions. Section 3.7. Financing Payments to Constitute Current Expenses of the City. Except as provided in the second paragraph of Section 4.1, the Authority and the City acknowledge and agree that the Financing Payments and Additional Payments hereunder shall constitute currently budgeted expenditures of the City, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the City in contravention of any applicable constitutional or statutory -7- limitations or requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of the City. The City's obligations to pay Financing Payments and Additional Payments hereunder shall be from year to year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal Year beyond the then current Fiscal Year. Neither this Financing Agreement nor the issuance of the Series 2017 Bonds shall directly or indirectly obligate the City to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the City's then current Fiscal Year, but in each Fiscal Year Financing Payments and Additional Payments shall be payable solely from the amounts budgeted or appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years; provided, however, that nothing herein shall be construed to limit the rights of the Owners of the Series 2017 Bonds or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the City to budget and appropriate said moneys on or before the last day of any Fiscal Year shall be deemed an Event of Nonappropriation. ARTICLE IV SECURITY FOR THE FINANCING Section 4.1. Security for the Financing. The City's obligations to pay the Financing Payments and Additional Payments described herein and any amounts required to be paid under Section 6.2 or Section 9.4 hereof, as applicable, shall be limited, special obligations of the City payable solely from, and secured as to the payment of principal and interest by, (i) subject to annual appropriation by the City as provided in Section 3.5 hereof, a pledge of all legally available revenues of the City and, (ii) on a subordinate basis (as described below), amounts in the Special Allocation Fund as defined in the Redevelopment Plan, in each case as provided in the Authorizing Ordinance. The taxing power of the City is not pledged to the payment of the Financing Payments or Additional Payments either as to principal or interest. The City's obligation to pay the Financing Payments and Additional Payments shall not constitute general obligations of the City, nor shall they constitute an indebtedness of the City within the meaning of any constitutional or statutory provision, limitation or restriction. Notwithstanding the foregoing, the Incremental Tax Revenues derived from the Redevelopment Area deposited into the Special Allocation Fund are pledged by the City pursuant to the Authorizing Ordinance to secure the Financing Payments and Additional Payments, which pledge is subordinate to the pledge of such revenues securing the Series 2011A Bonds, the Series 2014 Bonds, the Series 2017 Levee District Bonds and any additional bonds issued under the respective trust indentures related to such bonds (together, the "Senior Obligations"). The "Incremental Tax Revenues" consist of (a) PILOTS derived from the Redevelopment Area, (b) subject to annual appropriation by the City, Economic Activity Tax Revenues received by the City with respect to the Redevelopment Area and (c) the New State Revenues received by the City with respect to the Redevelopment Area. Any moneys and securities in the Special Allocation Fund not required to pay debt service on the Senior Obligations in any year may be used by the City for Financing Payments and Additional Payments. ARTICLE V TERM Section 5.1. Term of Financing Agreement. This Financing Agreement shall be effective from and after its execution and delivery and shall continue in full force and effect until the Bonds are deemed to be paid within the meaning of Article X of the Indenture and provision has been made for paying all other sums payable by the City to the Authority, the Trustee and the Paying Agent for the Bonds under -8- this Financing Agreement and the Indenture. All agreements, covenants, representations and certifications by the City as to all matters affecting the status of the interest on the Series 2017 Bonds shall survive the termination of this Financing Agreement and the defeasance of the Series 2017 Bonds. ARTICLE VI GENERAL COVENANTS AND PROVISIONS Section 6.1. Information Provided to the Authority and the Trustee. The City shall furnish to the Authority and the Trustee written notice of any Event of Nonappropriation as soon as practicable, but in no event more than 5 days after such Event of Nonappropriation. The City will at any and all times, upon the written request of the Trustee or the Authority and at the expense of the City, permit the Trustee and the Authority by their representatives to inspect the properties, books of account, records, reports and other papers of the City, and to take copies and extracts therefrom, and will promptly afford and procure a reasonable opportunity to make any such inspection, and the City will furnish to the Authority and the Trustee any and all information as the Authority or the Trustee may reasonably request with respect to the performance by the City of its covenants in this Financing Agreement. Section 6.2. Indemnification. (a) The City releases the Authority and the Trustee from, agrees that the Authority and the Trustee shall not be liable for, and indemnifies the Authority and the Trustee against, all liabilities, losses, damages (including attorneys' fees), causes of action, suits, claims, costs and expenses, demands and judgments of any nature imposed upon or asserted against the Authority or the Trustee, on account of: (i) any breach or default on the part of the City in the performance of any covenant or agreement of the City under this Financing Agreement or any related document, or arising from any act or failure to act by the City, or any of its agents, contractors, servants, employees or licensees (including, without limitation, any failure to comply or any violation, actual or alleged, in connection with Environmental Regulations); (ii) matters regarding the authorization, issuance and sale of the Series 2017 Bonds attributable to the City, and the provision of any information furnished by the City in connection therewith concerning the Project or the City or arising from (1) any errors or omissions by the City such that the Series 2017 Bonds, when delivered to the Bondowners, are not validly issued and binding obligations of the Authority, or (2) any fraud or misrepresentations or omissions contained in the proceedings of the Authority furnished by or attributable to the City relating to the issuance of the Series 2017 Bonds or pertaining to the financial condition of the City which, if known to the Original Purchaser of the Series 2017 Bonds, might be considered a material factor in its decision to purchase the Series 2017 Bonds. (b) To the extent permitted by law, the City agrees to indemnify the Trustee for and to hold it harmless against all liabilities, claims, costs and expenses incurred without negligence or willful misconduct on the part of the Trustee, on account of any action taken or omitted to be taken by the Trustee in accordance with the terms of this Financing Agreement, the Series 2017 Bonds, the Indenture or any other Transaction Document or any action taken at the request of or with the consent of the City, including the costs and expenses (including, without limitation, reasonable compensation, expenses and disbursements of its agents and counsel) of the Trustee in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Financing Agreement, the Series 2017 Bonds or the Indenture. -9- (c) In case any action or proceeding is brought against the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action or proceeding to the City, and the City upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the City from any of their obligations under this Section unless that failure prejudices the defense of the action or proceeding by the City. At its own expense, an indemnified party may employ separate legal counsel and participate in the defense; provided, however, in the event the City shall fail to employ counsel or such counsel shall fail to actively defend such actions or protect the Authority or the Trustee, or both, the Authority or the Trustee may employ counsel at the expense of the City to defend such action. The City shall not be liable for any settlement without its consent. (d) The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, attorneys, accountants, financial advisors, staff and employees of the Authority and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Authority and the Trustee, respectively, to the full extent permitted by law. Section 6.3. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Financing Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not constitute an Event of Default; however, the Trustee may (and, at the request of the Original Purchaser or the Owners of at least 25% aggregate principal amount of Outstanding Series 2017 Bonds, shall), or any Bondowner or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Agreement. For purposes of this Section, `Beneficial Owner" means any Person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2017 Bonds (including Persons holding Series 2017 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the Owner of any Series 2017 Bonds for federal income tax purposes. ARTICLE VII ADDITIONAL BONDS Section 7.1. Additional Bonds. The Authority from time to time may, in its sole discretion, at the written request of the City, authorize the issuance of Additional Bonds for the purposes and upon the terms and conditions provided in Section 203 of the Indenture; provided that (1) the terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds thereof are to be disbursed shall have been approved by resolutions adopted by the Authority and the City; (2) the Authority and the City shall have entered into a Supplemental Financing Agreement to acknowledge that Financing Payments are revised to the extent necessary to provide for the payment of the principal of, redemption premium, if any, and interest on the Additional Bonds and to extend the term of this Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of this Financing Agreement; and (3) the Authority and the City shall have otherwise complied with the provisions of this Financing Agreement and Section 203 of the Indenture with respect to the issuance of such Additional Bonds. -10- ARTICLE VIII ASSIGNMENT OF BOARD'S RIGHTS UNDER FINANCING AGREEMENT Section 8.1. Assignment by the Authority. The Authority, by means of the Indenture and as security for the payment of the principal of, purchase price, and redemption premium, if any, and interest on the Series 2017 Bonds, will assign, pledge and grant a security interest in all of its rights, title and interests in, to and under this Financing Agreement, including Financing Payments and Additional Payments and other revenues, moneys and receipts received by it pursuant to this Financing Agreement, to the Trustee (reserving its Unassigned Authority's Rights) for the benefit of the Bondowners. Section 8.2. Restriction on Transfer of Authority's Rights. The Authority will not sell, assign, transfer or convey its interests in this Financing Agreement except pursuant to the Indenture. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined. The term "Event of Default" or "Default" shall mean any one or more of the following events: (a) Failure by the City to make timely payment of any Financing Payment; (b) Failure by the City to make any Additional Payment when due and, after notice of such failure, the City shall have failed to make such payment within 10 days following the due date; (c) Failure by the City to observe and perform any covenant, condition or agreement on the part of the City under this Financing Agreement or the Indenture, other than as referred to in the preceding subparagraphs (a) and (b) of this Section, for a period of 30 days after written notice of such default has been given to the City by the Trustee or the Authority during which time such default is neither cured by the City nor waived in writing by the Trustee and the Authority, provided that, if the failure stated in the notice cannot be corrected within said 30 -day period, the Trustee and the Authority may consent in writing to an extension of such time prior to its expiration and the Trustee and the Authority will not unreasonably withhold their consent to such an extension if corrective action is instituted by the City within the 30 -day period and diligently pursued to completion and if such consent, in their judgment, does not materially adversely affect the interests of the Bondowners; or (d) Any representation or warranty by the City herein or in any certificate or other instrument delivered under or pursuant to this Financing Agreement or the Indenture or in connection with the financing or refinancing of the Project shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made, unless waived in writing by the Authority and the Trustee or cured by the City, if such representation or warranty can be cured to the satisfaction of the Authority and the Trustee within 30 days after notice thereof has been given to the City. Section 9.2. Remedies on Default. Subject to the provisions of Section 9.7 hereof, whenever any Event of Default shall have occurred and be continuing, the Trustee, as the assignee of the Authority, -11- may take any one or more of the following remedial steps; provided that if the principal of all Bonds then Outstanding and the interest accrued thereon shall have been declared immediately due and payable pursuant to the provisions of Section 702 of the Indenture, all Financing Payments for the remainder of the term of the Financing shall become immediately due and payable without any further act or action on the part of the Authority or the Trustee and the Trustee may immediately proceed (subject to the provisions of Section 9.7 hereof) to take any one or more of the remedial steps set forth in subparagraph (b) of this Section: (a) By written notice to the City declare the outstanding principal of the Financing Payments to be immediately due and payable, together with interest on overdue payments of principal and redemption premium, if any, and, to the extent permitted by law, interest, at the rate or rates of interest specified in the respective Bonds or the Indenture, without presentment, demand or protest, all of which are expressly waived. (b) Take whatever other action at law or in equity is necessary and appropriate to exercise or to cause the exercise of the rights and powers set forth herein or in the Indenture, as may appear necessary or desirable to collect the amounts payable pursuant to this Financing Agreement then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement or covenant of the City under this Financing Agreement or the Indenture. In the enforcement of the remedies provided in this Section, the Trustee may treat all fees, costs and expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the City. Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any costs, expenses and fees incurred by the Authority or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any Financing Payments then due by payment into the Debt Service Fund and applied in accordance with the Indenture and, then, to satisfy any other Additional Payments then due or to cure any other Event of Default. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee, as provided in Section 802(e), Section 802(k) and Section 804 of the Indenture. The provisions of this Section are subject to the limitation that the annulment of a declaration that the Bonds are immediately due and payable shall automatically constitute an annulment of any corresponding declaration made pursuant to subparagraph (a) of this Section and a waiver and rescission of the consequences of such declaration and of the Event of Default with respect to which such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent Default or impair any right consequent thereon. In the event any covenant, condition or agreement contained in this Financing Agreement shall be breached or any Event of Default shall have occurred and such breach or Event of Default shall thereafter be waived by the Trustee, such waiver shall be limited to such particular breach or Event of Default. Section 9.3. No Remedy Exclusive. Subject to the provisions of Section 9.7 hereof, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Financing Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon a Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as -12- often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. Section 9.4. Agreement to Pay Attorneys' Fees and Expenses. Subject to the provisions of Section 3.7 hereof, in connection with any Event of Default by the City, if the Authority or the Trustee employs attorneys or incurs other expenses for the collection of amounts payable hereunder or the enforcement of the performance or observance of any covenants or agreements on the part of the City herein contained, the City agrees that it will, on demand therefor, pay to the Authority and the Trustee the reasonable fees of such attorneys and such other reasonable fees, costs and expenses so incurred by the Authority and the Trustee. Section 9.5. Authority and City to Give Notice of Default. The Authority and the City shall each, at the expense of the City, promptly give to the Trustee written notice of any Default of which the Authority or the City, as the case may be, shall have actual knowledge or written notice, but the Authority shall not be liable for failing to give such notice. Section 9.6. Performance of the City's Obligations. If the City shall fail to keep or perform any of its obligations as provided in this Financing Agreement, then the Authority or the Trustee may (but shall not be obligated so to do), upon the continuance of such failure on the City's part for 15 days after notice of such failure is given to the City by the Authority or the Trustee, and without waiving or releasing the City from any obligation hereunder, as an additional but not exclusive remedy, make any such payment or perform any such obligation, and all sums so paid by the Authority or the Trustee and all necessary incidental costs and expenses incurred by the Authority or the Trustee in performing such obligations shall be deemed to be Additional Payments and shall be paid to the Authority or the Trustee plus interest at the Prime Rate plus 2% on demand. Section 9.7. Remedial Rights Assigned to the Trustee. Upon the execution and delivery of the Indenture, the Authority will thereby have assigned to the Trustee all rights and remedies conferred upon or reserved to the Authority by this Financing Agreement, reserving only the Unassigned Authority's Rights. The Trustee shall have the exclusive right to exercise such rights and remedies conferred upon or reserved to the Authority by this Financing Agreement in the same manner and to the same extent, but under the limitations and conditions imposed thereby and hereby. The Trustee and the Bondowners shall be deemed third party creditor beneficiaries of all representations, warranties, covenants and agreements contained herein. ARTICLE X PREPAYMENT AND ACCELERATION OF FINANCING PAYMENTS Section 10.1 Right to Prepay at Any Time. The City shall have the option at any time to prepay all of the Financing Payments, Additional Payments and other amounts it is required to pay hereunder by paying to the Trustee all such sums as are sufficient to satisfy and discharge the Indenture and paying or making provision for the payment of all other sums payable hereunder. Section 10.2. Notice of Prepayment. To exercise an option granted by Section 10.1 or 10.3, the City shall give written notice to the Authority and the Trustee which shall specify therein the date upon which a prepayment of Financing Payments will be made, which date shall be not less than 45 days from the date the notice is received by the Trustee. In the Indenture, the Authority has directed the Trustee to -13- forthwith take all steps necessary under the applicable provisions of the Indenture to effect any redemption of the then Outstanding Bonds, in whole, or in part, pursuant to Section 302 of the Indenture. Section 10.3. Precedence of this Article. The rights, options and obligations of the City set forth in this Article may be exercised or shall be fulfilled, as the case may be, whether or not a Default exists hereunder, provided that such Default will not result in nonfulfillment of any condition to the exercise of any such right or option. ARTICLE XI SUPPLEMENTAL FINANCING AGREEMENTS Section 11.1. Supplemental Financing Agreements without Consent of Bondowners. Without the consent of the Owners of any Bonds, the Authority and the City may from time to time enter into one or more Supplemental Financing Agreements, for any of the following purposes: (a) to subject to this Financing Agreement additional property or to more precisely identify any project financed or refinanced out of the proceeds of any series of Bonds, or to substitute or add additional property thereto; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of the Financing , as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (c) in connection with the issuance of any Additional Bonds, to make such other provisions as provided in Section 7.1; or (d) to evidence the succession of another entity to the City and the assumption by any such successor of the covenants of the City herein contained; or (e) to add to the covenants of the City or to the rights, powers and remedies of the Trustee for the benefit of the Owners of all or any series of Bonds or to surrender any right or power herein conferred upon the City; or (f) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions, with respect to matters or questions arising under this Financing Agreement, which shall not be inconsistent with the provisions of this Financing Agreement, provided such action shall not adversely affect the interests of the Owners of the Bonds. Section 11.2. Supplemental Financing Agreements with Consent of Bondowners. With the prior written consent of the Owners of not less than a majority in principal amount of the Bonds then Outstanding affected by such Supplemental Financing Agreement, the Authority and the City may enter into Supplemental Financing Agreements, in form satisfactory to the Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Financing Agreement or of modifying in any manner the rights of the Trustee and the Owners of the Bonds under this Financing Agreement; provided, however, that no such Supplemental Financing Agreement shall, without the consent of the Owner of each Outstanding Bond affected thereby: -14- (a) change the stated maturity of the principal of, or any installment of interest on, the Financing Payments, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change any place of payment where (except as may be required in connection with the appoint of a successor Trustee), or the coin or currency in which, the Financing Payments are payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); or (b) reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose Owners is required for any such Supplemental Financing Agreement, or the consent of whose Owners is required for any waiver provided for in this Financing Agreement of compliance with certain provisions of this Financing Agreement or certain defaults hereunder and their consequences; or (c) modify any of the provisions of this Section, except to increase any percentage provided thereby or to provide that certain other provisions of this Financing Agreement cannot be modified or waived without the consent of the Owner of each Bond affected thereby. The Trustee may in its discretion determine (which determination may be based upon the advice or opinion of counsel) whether or not any Bonds would be affected by any Supplemental Financing Agreement and any such determination shall be conclusive upon the Owners of all Bonds, whether theretofore or thereafter authenticated and delivered under the Indenture. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for the required percentage of Owners of Bonds under this Section to approve the particular form of any proposed Supplemental Financing Agreement, but it shall be sufficient if such act shall approve the substance thereof. Section 11.3. Execution of Supplemental Financing Agreements. In executing or consenting to any Supplemental Financing Agreement permitted by this Article, the Authority and the Trustee shall be entitled to receive, and, subject to Article VIII of the Indenture, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Financing Agreement is authorized and permitted by and in compliance with this Financing Agreement. The Trustee may, but shall not be obligated to, consent to any such Supplemental Financing Agreement which affects the Trustee's own rights, duties or immunities under this Financing Agreement, the other Transaction Documents or otherwise. Section 11.4. Effect of Supplemental Financing Agreements. Upon the execution of any Supplemental Financing Agreement under this Article, this Financing Agreement shall be modified in accordance therewith and such Supplemental Financing Agreement shall form a part of this Financing Agreement for all purposes; and the City, the Authority, the Trustee and every Owner of Bonds theretofore or thereafter authenticated and delivered under the Indenture shall be bound thereby. Section 11.5. Reference in Bonds to Supplemental Financing Agreements. Bonds authenticated and delivered after the execution of any Supplemental Financing Agreement pursuant to this Article may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Financing Agreement. If the Authority shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Authority, to any such Supplemental Financing Agreement may be prepared and executed by the Authority and authenticated and delivered by the Trustee in exchange for Outstanding Bonds. -15- ARTICLE XII MISCELLANEOUS Section 12.1. Authorized Representatives. Whenever under this Financing Agreement the approval of the Authority is required or the Authority is required or permitted to take some action, such approval shall be given or such action shall be taken by the Authority Representative, and the City and the Trustee shall be authorized to act on any such approval or action. Any approval shall not be unreasonably withheld or delayed. Whenever under this Financing Agreement the approval of the City is required or the City is required or permitted to take some action, such approval shall be given or such action shall be taken by the City Representative, and the Authority and the Trustee shall be authorized to act on any such approval or action. Section 12.2. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered by hand delivery or overnight delivery service or received by registered or certified mail, postage prepaid, return receipt requested, addressed as specified in Section 1101 of the Indenture. A duplicate copy of each notice, certificate or other communication given hereunder to any party mentioned in said Section 1101 shall be given to all other parties mentioned therein (other than the Bondowners unless a copy is required to be furnished to them by other provisions of this Financing Agreement). The Authority, the City or the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent to it. Section 12.3. Performance Date Not a Business Day. If any date for the payment of principal of, or redemption premium, if any, or interest on the Series 2017 Bonds or the taking of any other action hereunder is not a Business Day, then such payment shall be due, or such action shall be taken, on the first Business Day thereafter with the same force and effect as if made on the date fixed for payment or performance. Section 12.4. Binding Effect. This Financing Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 12.5. Execution in Counterparts. This Financing Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 12.6. No Pecuniary Liability. All covenants, obligations and agreements of the City contained in this Financing Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future councilmember, commissioner, director, officer, agent or employee of the City other than in their official capacity. Section 12.7. Extent of Covenants of the Authority; No Personal or Pecuniary Liability. All covenants, obligations and agreements of the Authority contained in this Financing Agreement and the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, agent or employee of the Authority in other than his official capacity, and no official executing the Series 2017 Bonds shall be liable personally on the Series 2017 Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, -16- obligations or agreements of the Authority contained in this Financing Agreement or in the Indenture. No provision, covenant or agreement contained in this Financing Agreement, the Indenture or the Series 2017 Bonds, or any obligation herein or therein imposed upon the Authority, or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability or a charge. No provision hereof shall be construed to impose a charge against the general credit of the Authority or any personal or pecuniary liability upon any director, officer, agent or employee of the Authority. Section 12.8. Net Financing . Subject to the limitations described in Sections 3.5, 3.7, 3.8 and 4.1, the parties hereto agree (a) that the payments of Financing Payments are designed to provide the Authority and the Trustee with moneys adequate in amount to pay all principal of, redemption premium, if any, and interest accruing on the Series 2017 Bonds as the same become due and payable, (b) that to the extent that the payments of Financing Payments are not sufficient to provide the Authority and the Trustee with funds sufficient for the purposes aforesaid, the City shall be obligated to pay (subject with respect to the City to the limitations set forth in Section 3.5 hereof) to, and they do hereby covenant and agree to pay, upon demand therefor, as Additional Payments, such further moneys, in cash, as may from time to time be required for such purposes, (c) that the payments of Additional Payments are designed to provide the appropriate party with funds sufficient for the purposes set forth in Section 3.4 hereof and (d) that if after the principal of, redemption premium, if any, and interest on the Series 2017 Bonds and all costs incident to the payment of the Series 2017 Bonds have been paid in full (including all Additional Payments) the Trustee or the Authority holds unexpended funds received in accordance with the terms hereof, such unexpended funds shall, after payment therefrom of all sums then due and owing by the City under the terms of this Financing Agreement, be distributed in accordance with Article IV of the Indenture. Section 12.9. Complete Agreement. The Authority and the City understand that oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the Authority and the City from misunderstanding or disappointment, any agreements the Authority and the City reach covering such matters are contained in this Financing Agreement, which is the complete and exclusive statement of the agreement between the Authority and the City, except as the Authority and the City may later agree in writing to modify this Financing Agreement. Section 12.10. Severability. If any provision of this Financing Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into or taken thereunder, or any application of such provision, is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Financing Agreement or any other covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into, or taken, each of which shall be construed and enforced as if such illegal or invalid portion were not contained herein. Such illegality or invalidity of any application thereof shall not affect any legal and valid application thereof, and each such provision, covenant, stipulation, obligation, agreement, act or action, or part thereof, shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section 12.11. Governing Law. This Financing Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section 12.12. Third Party Beneficiaries. The Trustee and the Bondowners shall be deemed to be third party beneficiaries under this Financing Agreement. Section 12.13. Electronic Transactions. The transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts -17- of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [The remainder of this page intentionally left blank.] -18- IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI and the CITY OF RIVERSIDE, MISSOURI have caused this instrument to be executed on their behalf all as of the date first above written. (Seal) ATTEST: By: , Secretary THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: , President Financing Agreement The Industrial Development Authority of the City of Riverside, Missouri (Riverside Horizons Infrastructure Project), Series 2017 S-1 CITY OF RIVERSIDE, MISSOURI By: (Seal) Kathleen Rose, Mayor ATTEST: By: City Clerk Financing Agreement The Industrial Development Authority of the City of Riverside, Missouri (Riverside Horizons Infrastructure Project), Series 2017 S-2 PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 11, 2017 w o New Issue Standard & Poor's Rating: " (Book Entry Only) See "RATING" herein. m-5 Y' In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of ° o " the Internal Revenue Code of 1986, as amended (the "Code'), (1) the interest on the Series 2017 Bonds (including any original issue discount properly • allocable to an owner thereof is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of cT the federal alternative minimum tax imposed on individuals and corporations, (2) the interest on the Series 2017 Bonds is exempt from Missouri m 3 m income taxation by the State of Missouri and (3) the Series 2017 Bonds have not been designated as "qualified tax-exempt obligations" within the 1:1o o meaning of Section 265(b)(3) of the Code. See "TAX MATTERS" in this Official Statement. _09 45 THE INDUSTRIAL DEVELOPMENT AUTHORITY 0 0 — OF THE CITY OF RIVERSIDE, MISSOURI gN • °' $ [principal amount] * ° a Industrial Development Revenue Refunding Bonds o (Riverside Horizons Infrastructure Project) E o a) Series 2017 N Dated: Date of Delivery Due: As shown on inside cover y ' The Series 2017 Bonds are issuable only as fully registered bonds, without coupons. Principal of and semiannual interest on the • "o Series 2017 Bonds will be paid from moneys available therefor under the Indenture (herein defined) by UMB Bank, N.A., Kansas City, TD'11 Missouri, as Trustee and Paying Agent. So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made o directly to such Bondowner. DTC is expected, in turn, to remit such principal and interest to the DTC Participants (herein defined) for E it) Cr subsequent disbursement to the Beneficial Owners (herein defined). Principal of the Series 2017 Bonds will be payable on each May 1 in a 0 o the years shown on the inside cover. Interest on the Series 2017 Bonds will be payable on each May 1 and November 1, beginning May "mo 1,2018. U N+' N w a3 a>.g a, Payment of the principal of and interest on the Series 2017 Bonds is not secured by any mortgage on the Project or any to 2 other facilities or property of the City as described herein. The Series 2017 Bonds are secured as described below. o H 0 m o The Series 2017 Bonds are not subject to optional or mandatory redemption as described herein. See "THE SERIES 2017 E 0.8. BONDS - Redemption" herein. -o- a The Series 2017 Bonds will be payable solely from, and will be secured by, (i) an assignment and a pledge of Financing Payments co E ° made by the City of Riverside, Missouri (the "City") pursuant to a Financing Agreement (the "Financing Agreement") between the p Authority and the City and (ii) a Debt Service Reserve Fund established for the Series 2017 Bonds. Pursuant to the Financing Agreement, • o the Cityhas pledged(i)a subordinate lien on available tax increment revenues and(ii)subject to annual appropriation, all le all available p g legally o.c 3 revenues of the City. �Eo n�3 o a` m THE SERIES 2017 BONDS ARE NOT AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE OF o Y ` MISSOURI OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OF THE ▪ >. ° CONSTITUTION OR LAWS OF THE STATE OF MISSOURI. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING E.o POWERS OF THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT w.� d a)OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2017 BONDS. THE ISSUANCE OF THE SERIES 2017 BONDS SHALL .- 2 m N NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE CITY, THE STATE OR ANY OTHER POLITICAL .c E SUBDIVISION THEREOF TO LEVY ANY FORM OF TAXATION THEREFORE OR TO MAKE ANY APPROPRIATION FOR t ` o THEIR PAYMENT, EXCEPT AS OTHERWISE DESCRIBED HEREIN. THE AUTHORITY HAS NO TAXING POWER. a o 0 Investment in the Series 2017 Bonds involve certain risks, and prospective purchasers should read the section herein =•3 �' captioned "BONDOWNERS' RISKS." The Series 2017 Bonds may not be suitable investments for all persons, and prospective oc o purchasers should carefully evaluate the risks and merits of an investment in the Series 2017 Bonds, should confer with their own o 3 legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2017 Bonds before considering .g a purchase of the Series 2017 Bonds. E o N — o The Series 2017 Bonds are offered when, as and if issued by the Authority and accepted by the Underwriter, subject to prior sale, c coy withdrawal or modification of the offer without notice and subject to the approval of their validity by Gilmore & Bell, P.C., Kansas City, _a .c Missouri, Bond Counsel, as described herein. Certain legal matters related to this Official Statement will be passed upon by Gilmore & mT Bell, P.C., Kansas City, Missouri. Certain legal matters will be passed upon for the Underwriter by its counsel, Lewis Rice LLC. ▪ .> m Certain legal matters will be passed on for the City by Spencer Fane Britt & Browne LLP, special counsel. Certain legal matters will be .s passed on for the Authority by its counsel, Spencer Fane Britt & Browne LLP. It is expected that the Series 2017 Bonds will be available .�• ' a for delivery through DTC in New York, New York on or about November , 2017. EU STIFEL Q � -7,0 The date of this Official Statement is October , 2017 .E o o cp CD H'E c *Preliminary; subject to change. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI $[principal amount]* The Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 Maturity Schedule* Serial Bonds Maturity Principal Interest May 1 Amount Rate 2018 2019 2020 2021 2022 2023 2024 2025 Price Yield CUSIP(1) wCUSIP numbers have been assigned to this issue by S&P Global Rating, a division of S&P Global, Inc., and are included solely for the convenience of the Owners of the Series 2017 Bonds. Neither the Authority, the City nor the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers set forth above. ADD MAP/ PICTURES *Preliminary; subject to change. CITY OF RIVERSIDE, MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 MAYOR Kathleen Rose BOARD OF ALDERMEN Al Bowman Ron Super Aaron Thatcher Chet Pruett Salvatore LoPorto Art Homer ADMINISTRATION Greg Mills, City Administrator Robin Kincaid, City Clerk Donna Oliver, Finance Officer TRUSTEE UMB Bank, N.A. Kansas City, Missouri BOND COUNSEL TO THE CITY Gilmore & Bell, P.C. Kansas City, Missouri FINANCIAL ADVISOR Columbia Capital Management, LLC Overland Park, Kansas UNDERWRITER Stifel, Nicolaus & Company, Incorporated St. Louis, Missouri REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of fact. The information set forth herein has been obtained from the Authority, the City and other sources believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Authority or the Underwriter. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority, the City since the date hereof. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter do not guarantee the accuracy or completeness of that information. IN CONNECTION WITH THE OFFERING OF THE SERIES 2017 BONDS, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2017 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. The Series 2017 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or under any state securities or "blue sky" laws. The Series 2017 Bonds are offered pursuant to an exemption from registration with the Securities and Exchange Commission. In making an investment decision, investors must rely on their own examination of the terms of this offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary may be a criminal offense. CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward- looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "anticipate," "projected," "budget" or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE AUTHORITY, THE CITY NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR. TABLE OF CONTENTS INTRODUCTORY STATEMENT 1 Purpose of the Official Statement 1 The Authority 1 The City 1 The Plan of Financing 1 The Series 2017 Bonds 2 Security for the Series 2017 Bonds 3 Bondowners' Risks 4 Continuing Disclosure 4 Definitions and Summaries of Legal Documents 4 THE AUTHORITY 4 Organization and Powers 4 Membership 5 Indebtedness of the Authority 5 THE CITY 5 PLAN OF FINANCING 6 General 6 The Project 6 Tax Increment Financing 6 The Redevelopment Plan 10 Development East of Horizons Parkway 12 Development West of Horizons Parkway 12 Additional TIF Project Financings 13 Sources and Uses of Funds 14 THE SERIES 2017 BONDS 14 General Terms 14 Book -Entry Only System 14 Redemption 16 Registration, Transfer and Exchange 17 CUSIP Numbers 17 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS 17 General 17 Special, Limited Obligations 17 The Financing Agreement 18 Debt Service Reserve Fund 20 The Indenture 20 Additional Bonds 20 CITY FINANCIAL SUMMARY 22 (iv) BONDOWNER'S RISKS 23 General 23 Risk Factors Relating to the City's Obligations to Make Financing Payments 23 Risk Factors Relating to the Collection of Incremental Tax Revenues 24 Tax Increment Financing Litigation 26 Bond Rating 26 Enforcement of Remedies 27 Amendment of Indenture 27 LITIGATION 27 The Authority 27 The City 27 LEGAL MATTERS 27 TAX MATTERS 28 Opinion of Bond Counsel 28 Other Tax Consequences 28 RATING 29 FINANCIAL STATEMENTS 30 CONTINUING DISCLOSURE 30 UNDERWRITING 31. CERTAIN RELATIONSHIPS 31 MISCELLANEOUS 31 APPENDIX A: Information Concerning the City of Riverside, Missouri APPENDIX B: Accountants' Report and Audited Financial Statements of the City of Riverside, Missouri for Fiscal Year Ended June 30, 2016 APPENDIX C: Definitions of Words and Terms and Summaries of Certain Legal Documents APPENDIX D: Form of Opinion of Bond Counsel OFFICIAL STATEMENT THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI $ [principal amount]* The Industrial Development Authority of the City of Riverside, Missouri Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to more complete information contained elsewhere in this Official Statement. The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or relative importance, and this Official Statement, including the Cover Page and Appendices, must be considered in its entirety. All capitalized terms used in this Official Statement that are not otherwise defined herein shall have the meanings ascribed to them in Appendix C hereto. Purpose of the Official Statement This Official Statement, including the cover page and the Appendices, sets forth certain information in connection with (i) the issuance and sale by The Industrial Development Authority of the City of Riverside, Missouri, a public corporation duly organized and validly existing under the laws of the State of Missouri (the "Authority"), of the above-described series of bonds (the "Series 2017 Bonds"), (ii) the Authority, (iii) the City of Riverside, Missouri (the "City"), and (iv) the refinancing of certain improvements in connection with the tax increment financing project more fully described herein. The Authority The Authority is a public corporation created and existing under and by virtue of the Industrial Development Corporation Act, Chapter 349 of the Revised Statutes of Missouri, as amended (the "Act"). For further information concerning the Authority, see "THE AUTHORITY" herein. The City The City is a suburban community located in the extreme southeast corner of Platte County, Missouri, approximately 7 miles north of downtown Kansas City, Missouri on the banks of the Missouri River. The City was incorporated in 1951 and is governed by a Mayor — Board of Aldermen — City Administrator form of government. See Appendix A hereto for further information concerning the City. The Plan of Financing The proceeds of the Bonds are being made available to the City pursuant to a Financing Agreement (defined below) to refund two series of bonds previously issued by the Authority (as described herein, the "Refunded Bonds") to finance a portion of the costs of the Project, as defined herein (the "Project"). The Refunded Bonds consist of the Authority's (i) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007A, issued in the original principal amount of $30,265,000, and (ii) Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project - City of Riverside, Missouri), Series 2007B, issued in the original principal amount of $10,000,000. The Refunded Bonds will be redeemed on December 1, 2017*. *Preliminary; subject to change. The Refunded Bonds were issued to fund certain infrastructure costs including major road and utility access improvements (the "Project") related to the redevelopment area approved by the City pursuant to the L- 385 Levee Redevelopment Plan, as amended, (the "Redevelopment Plan") all within an approximately 1,800 acre area in the City on the north bank of the Missouri River designated as the TIF district in the Redevelopment Plan (the "Redevelopment Area"). The Redevelopment Plan was adopted by the City under the provisions of the Real Property Tax Increment Allocation Redevelopment, Act, Sections 99.800 et seq. of the Revised Statutes of Missouri, as amended (the "TIF Act"). The infrastructure improvements financed by the Refunded Bonds represented the third phase of major infrastructure improvements within the Redevelopment Area. The first phase provided flood protection with the improvements to the Riverside-Quindaro Bend Levee. Funded by the Army Corp of Engineers, the Riverside-Quindaro Bend Levee District of Platte County, Missouri (the "Levee Project) of Platte County, Missouri (the "Levee District") and the City, the Levee Project provided 500 -year flood protection for approximately 1,300 acres of property and was completed in . The second phase of major infrastructure improvements was construction of a new diamond interchange at the intersection of Horizons Parkway and Interstate 635, completed in 2008. See "PLAN OF FINANCING — The Project" herein. The Authority and the Levee District have issued other series of bonds for projects in the Redevelopment Area as follows: (i) The Authority's Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2011A, issued in the original principal amount of $2,385,000 (the "Series 2011A Bonds") outstanding in the principal amount of $645,000, which were issued by the Authority to refund three prior series of bonds issued by the City to finance costs of certain projects in the Redevelopment Area; (ii) The Authority's Tax Increment Refunding Revenue Bonds (L-385 Levee Project), Series 2014, issued in the original principal amount of $7,640,000 (the "Series 2014 Bonds") outstanding in the principal amount of $4,010,000, which were issued by the Authority to refund a prior series of bonds issued by the City to finance costs of certain projects in the Redevelopment Area; and (iii) The Levee District's Levee District Improvement Refunding Bonds (L-385 Project), Series 2017, issued in the original aggregate principal amount of $12,620,000 (the "Series 2017 Levee District Bonds") currently outstanding in the principal amount of $12,620,000. The Series 2011A Bonds are secured on a parity with the Series 2014 Bonds with respect to the Incremental Tax Revenues (defined herein) generated in the Redevelopment Area and are also secured by an annual appropriation obligation of the City. The lien of the Series 2011A Bonds and the Series 2014 Bonds on Incremental Tax Revenues is senior to that of the Series 2017 Levee District Bonds and the Series 2017 Bonds and any bonds issued on a parity with such bonds. The Series 2017 Levee District Bonds are partially secured by a subordinate lien on the Incremental Tax Revenues generated in the Redevelopment Area that is senior to the lien on such revenues securing the Series 2017 Bonds, together with tax assessments on certain property in the Levee District. The Series 2017 Bonds The Series 2017 Bonds are being issued pursuant to the Act and a Bond Trust Indenture dated as of November 1, 2017 (said Bond Trust Indenture, together with all amendments and supplements thereto, being referred to herein as the "Indenture"), between the Authority and UMB Bank, N.A., Kansas City, Missouri (the "Trustee"), for the purpose of providing funds to the City, pursuant to a Financing Agreement dated as of November 1, 2017 (said Financing Agreement, together with all amendments and supplements thereto, being referred to herein as the "Financing Agreement"), between the Authority and the City, to be used to provide *Preliminary; subject to change. -2- funds to, together with other available funds, (i) refund the Refunded Bonds, (ii) fund a debt service reserve fund for the Series 2017 Bonds, and (iii) pay the costs of issuing the Series 2017 Bonds, in consideration of payments by the City, which will be sufficient to pay the principal of, redemption premium, if any, and the interest on the Series 2017 Bonds, all as more fully described in the Financing Agreement and the Indenture. A description of the Series 2017 Bonds is contained in this Official Statement under "THE SERIES 2017 BONDS." All references to the Series 2017 Bonds are qualified in their entirety by the definitive forms thereof and the provisions with respect thereto included in the Indenture and the Financing Agreement. The Indenture provides for the future issuance of additional bonds ("Additional Bonds") for the sole purpose of refunding the Series 2017 Bonds which, if issued, would rank on a parity with the Series 2017 Bonds and any other bonds then outstanding under the Indenture. See "SUMMARY OF THE INDENTURE" in Appendix C hereto. The Series 2017 Bonds and any future Additional Bonds issued under the Indenture are referred to collectively as the "Bonds." Security for the Series 2017 Bonds The Series 2017 Bonds and the interest thereon are special, limited obligations of the Authority, payable by the Authority solely from (1) Financing Payments to be made by the City under the Financing Agreement, (2) a Debt Service Reserve Fund established for the Series 2017 Bonds, and (3) certain funds held by the Trustee under the Indenture, and not from any other fund or source of the Authority. Pursuant to the Financing Agreement, the City has pledged (i) a subordinate lien on available Incremental Tax Revenues (defined as Payments in Lieu of Taxes (or PILOTs) and Economic Activity Taxes (or EATs), both described herein). Payments under the Financing Agreement are designed to be sufficient, together with other funds available for such purpose, to pay when due the principal of, premium, if any, and interest on the Series 2017 Bonds. Except as noted herein, all payments by the City under the Financing Agreement are subject to annual appropriation. Pursuant to the Indenture, the Authority will assign to the Trustee, for the benefit and security of the registered Owners of the Series 2017 Bonds, substantially all of the rights of the Authority in the Financing Agreement, including all Financing Payments and Additional Payments payable thereunder. As described above under "The Plan of Financing," the Series 2011A Bonds are secured on a parity with the Series 2014 Bonds with respect to the Incremental Tax Revenues generated in the Redevelopment Area and are also secured by an annual appropriation obligation of the City. The lien of the Series 2011A Bonds and the Series 2014 Bonds on Incremental Tax Revenues is senior to that of the Series 2017 Levee District Bonds and the Series 2017 Bonds and any bonds issued on a parity with such bonds. The Series 2017 Levee District Bonds are partially secured by a subordinate lien on the Incremental Tax Revenues generated in the Redevelopment Area that is senior to the lien on such revenues securing the Series 2017 Bonds, together with tax assessments on certain property in the Levee District. The Series 2017 Bonds shall not constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the faith and credit of the State or of any political subdivision thereof. The issuance of the Series 2017 Bonds shall not directly or indirectly obligate the Authority, its officers, directors or employees, the City, the State or any political subdivision thereof to provide any funds for their payment. The issuance of the Series 2017 Bonds shall not, directly, indirectly, or contingently, obligate the City, State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. As the City has sold property within the Redevelopment Area to private parties and private parties have completed private projects, the portion of the property within the Levee District owned by the Authority and the City has been reduced and the value of taxable property within the Redevelopment Area has increased. However, the City makes no representation regarding its expectations for future sales of property, and the rate at which additional property will be subject to taxation in the Redevelopment Area. *Preliminary; subject to change. -3- The lien of the Series 2017 Bonds on the Incremental Tax Revenues is subordinate to the lien of the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds (together with any bonds issued on a parity with such bonds) on such revenues. While the City does currently project that there will be sufficient Incremental Tax Revenues to provide for the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein, there can be no assurance that such projections will be realized. As a consequence, prospective investors should evaluate the likelihood that the City will continue to appropriate moneys sufficient to make the Financing Payments under the Financing Agreement if Incremental Revenues are not sufficient to make the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "PLAN OF FINANCING — The Redevelopment Plan" and `BONDOWNERS RISKS" herein. Bondowners' Risks An investment in the Series 2017 Bonds involves elements of risk. For a description of certain risks associated with the Series 2017 Bonds, see `BONDOWNERS' RISKS" herein. Continuing Disclosure The City will enter into a Continuing Disclosure Agreement with the Trustee, as dissemination agent, for the benefit of the Owners of the Series 2017 Bonds to provide certain annual financial information and notices of the occurrence of certain material events. A summary of the Continuing Disclosure Agreement is attached to this Official Statement in Appendix C. Definitions and Summaries of Legal Documents Definitions of certain words and terms used in this Official Statement are set forth in Appendix C of this Official Statement. Summaries of the Indenture, the Financing Agreement, the Authorizing Resolution and the Continuing Disclosure Agreement are included in this Official Statement in Appendix C hereto. Such definitions and summaries do not purport to be comprehensive or definitive. All references herein to the specified documents are qualified in their entirety by reference to the definitive forms of such documents, copies of which may be viewed at the principal corporate trust office of the Trustee, UMB Bank, N.A., Corporate Trust Department, 1010 Grand Boulevard, Kansas City, Missouri 64106. Copies of such documents and the other documents described herein will be available at the offices of the Underwriter, Stifel, Nicolaus & Company, Incorporated, 501 N. Broadway, St. Louis, Missouri, 63102, during the period of the offering and, thereafter, at the principal corporate trust office of the Trustee. THE AUTHORITY Organization and Powers The Authority is a public corporation, duly organized and existing under the laws of the State of Missouri, including particularly the Act. The Authority is authorized under the Act, among other things, to (i) finance all or any part of the costs of certain projects (as defined in the Act); (ii) issue its revenue bonds to finance and refinance such projects and refund prior bond issues; and (iii) pledge the income and revenues to be received with respect to such projects sufficient for the payment of such bonds and the interest thereon. The Authority may issue its bonds, notes or other obligations for any of its corporate purposes. Neither the directors of the Authority nor any person executing the Series 2017 Bonds will be personally liable on the Series 2017 Bonds by reason of the issuance thereof. The Series 2017 Bonds and the interest thereon shall be special, limited obligations of the Authority payable solely from certain revenues pledged under the Financing *Preliminary; subject to change. -4- Agreement, subject, in certain cases to annual appropriation by the Board of Aldermen of the City, and not from any other fund or source of the Authority, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Registered Owners of the Series 2017 Bonds, as provided in the Indenture. The Series 2017 Bonds and the interest thereon do not constitute a debt of the Authority, the City, the State or any political subdivision thereof, and do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Authority has no taxing power. Membership The Authority has a Board of Directors in which all of the powers of the Authority are vested, which consists of 5 directors, all of which are duly qualified electors of and taxpayers in Riverside, Missouri. The address of the Authority is 2950 NW Vivion Road, Riverside, Missouri 64150. The phone number of the Authority is (816) 741-3993. The current members and officers of the Board of Directors of the Authority are as follows: Name Title Pamela Darata President and Director Leland Finley Vice President and Director Harold Snoderley Secretary and Director [Vacant] Treasurer and Director Jason Rule Director Indebtedness of the Authority The Authority is authorized to issue and may issue other series of bonds and notes secured by instruments separate and apart from the Indenture. The owners of such bonds and notes will have no claim on the assets, funds or revenues of the Authority securing the Series 2017 Bonds. The holders of the Series 2017 Bonds will have no claim on the assets, funds or revenues of the Authority securing such other bonds and notes. Other than with respect to the issuance of Additional Bonds as described herein, with respect to additional indebtedness of the Authority, the Authority intends to enter into separate agreements for the purpose of providing financing for eligible projects. Issues which may be sold by the Authority in the future will be created under separate and distinct indentures or resolutions and secured by instruments, properties and revenues separate from those securing the Series 2017 Bonds. EXCEPT FOR INFORMATION CONCERNING THE AUTHORITY IN THIS SECTION NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE AUTHORITY, AND THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE CITY The City is a fourth class city organized and existing under the Constitution and laws of the State of Missouri. Certain information describing the City is attached hereto in Appendix A. *Preliminary; subject to change. -5- PLAN OF FINANCING General The Series 2017 Bonds are being issued to, together with certain other available moneys, current refund $[principal amount] aggregate principal amount of the Refunded Bonds, to establish a Debt Service Reserve Fund for the Series 2017 Bonds, and pay costs of issuance of the Series 2017 Bonds. All of the outstanding Refunded Bonds, comprised of two prior series of bonds, will be refunded. To effect the refunding of the Refunded Bonds a portion of the proceeds of the Series 2017 Bonds together with other moneys from the funds and accounts of the Refunded Bonds will be deposited in an Escrow Fund created under an Escrow Letter of Instructions among the Authority, the City and UMB Bank, N.A., as Escrow Agent. The moneys deposited in the Escrow Fund will be sufficient, without consideration of investment, to provide for the payment and redemption of the Refunded Bonds on their date of redemption. The Escrow Agent will transfer sufficient moneys for the payment and redemption of the Refunded Bonds on the redemption date thereof to UMB Bank, N.A., as paying agent for the Refunded Bonds. The Project The Project consists of various infrastructure improvements related to the TIF Project, which improvements represent the third phase of major infrastructure improvements within the Redevelopment Area established under the L-385 Levee Redevelopment Plan of the City, including, but not limited to, the acquisition of rights-of-way, construction, extension and improvement of new or existing streets and highways and sanitary and storm sewer systems, provision for wetlands remediation, and professional fees. Such improvements have been substantially completed. The TIF Project consists of various improvements related to a tax increment financing project located in the City. In connection with the TIF Project, the City adopted a tax increment financing plan pursuant to the TIF Act, pursuant to which it has pledged the Incremental Tax Revenues to secure its obligation to make the financing payments pursuant to certain Financing Agreements. The Incremental Tax Revenues consist of certain Payments in Lieu of Taxes, or PILOTS, to be made with respect to the property in the Redevelopment Area and Economic Activity Tax Revenues derived from the Redevelopment Area, all as described herein under the caption "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." The portion of the Incremental Tax Revenues consisting of Economic Activity Tax Revenues is subject to annual appropriation by the City. Additionally, the TIF Project has been approved by the State to receive the benefit of 50% of the increase in state income tax from net new jobs in the Redevelopment Area up to certain maximum amounts (the "State Income Tax Revenues"), which funds are subject to annual appropriation by the Missouri General Assembly. Any such funds received by the City from the State are included within the definition of Economic Activity Tax Revenues for the purposes of this Official Statement. To date, both the City and the State have appropriated applicable Incremental Tax Revenues each year and PILOTS have been deposited in the Special Allocation Fund associated with the TIF in conformance with Missouri law. Tax Increment Financing for the Project terminates in the year 2025 pursuant to Missouri law. The pledge of the Incremental Tax Revenues to the repayment of the Series 2017 Bonds is subordinate to the pledge of such revenues securing the Series 2017 Levee District Bonds, Series 2011A Bonds, the Series 2014 Bonds, and any additional bonds issued under the trust indentures related to such bonds. Tax Increment Financing Overview. Tax increment financing is a procedure whereby cities and counties encourage the redevelopment of designated areas. The theory of tax increment financing is that, by encouraging redevelopment projects, the value of real property in a redevelopment area should increase. When tax increment financing is *Preliminary; subject to change. -6- adopted for a redevelopment area, the assessed value of real property in the redevelopment area is frozen for tax purposes at the current base level prior to the construction of improvements. The owners of the property continue to pay property taxes at the base level. As the property is improved, the assessed value of real property in the redevelopment area should increase above the base level. By applying the tax rate of all taxing districts having taxing power within the redevelopment area to the increase in assessed valuation of the improved property over the base level, a "tax increment" is produced. The owners of property pay the tax increments, referred to as "payments in lieu of taxes" or "PILOTS," in the same manner as regular property taxes. The payments in lieu of taxes are transferred by the collecting agency to the treasurer of the city or county and deposited in a "special allocation fund." All or a portion of the moneys in the fund are used to pay directly for redevelopment project costs or to retire bonds or other obligations issued to pay such costs. The TIF Act. The TIF Act was enacted in 1982 and has been amended several times subsequent to its enactment. The constitutional validity of the TIF Act (prior to the amendments) was upheld by the Missouri Supreme Court in Tax Increment Financing Commission of Kansas City, Missouri v. J.E. Dunn Construction Co., Inc., 781 S.W.2d 70 (Mo. 1989) (en banc). The TIF Act authorizes cities and counties to provide long-term financing for redevelopment projects in "blighted" and "conservation" areas (as defined in the TIF Act) through the issuance of bonds and other obligations. Prior to the amendments to the TIF Act, such obligations were payable solely from payments in lieu of taxes within a designated redevelopment project area. Under the amendments to the TIF Act, such obligations are also payable from economic activity taxes from the designated redevelopment project area, subject to annual appropriation. Economic activity taxes include earnings, franchise, sales and utilities taxes but exclude personal property taxes, hotel/motel taxes, licenses, fees and special assessments. The validity of certain portions of amendments to the TIF Act relating to the capture of economic activity revenues was upheld by the Missouri Supreme Court in County of Jefferson v. QuikTrip Corporation, 912 S.W.2d 487 (Mo. 1995). Although Payments in Lieu of Taxes may be irrevocably pledged to the repayment of the Bonds, Economic Activity Taxes are subject to annual appropriation by the governing body of the City, and there is no obligation on the part of the governing body to appropriate Economic Activity Taxes in any year beyond the current fiscal year. In addition, certain projects may receive the benefit of the State Income Tax Revenues, which funds are subject to annual appropriation by the Missouri General Assembly. The State has approved the City's application for the use of such revenues. Originally, the City received 50% of the general fund portion of State sales tax revenues generated within the Redevelopment Area. However, this was changed to State Income Tax Revenues in December 2011. The transfer by the State of the State Income Tax Revenues is subject to annual appropriation each year by the General Assembly for the projects approved that year. The Missouri Department of Economic Development (the "DED") currently intends to seek a single, aggregate appropriation for all projects approved that year, unless an applicant requests a specific appropriation for its project. The state appropriation is limited to the amount approved by DED on an annual basis. While it is anticipated that this commitment will be for the term recommended by DED, the General Assembly is not legally bound to either approve the appropriation or continue the appropriation in future years. Amendments to the TIF Act have been proposed in each legislative session during recent years. In connection with proposed amendments to the TIF Act that may be introduced in future legislative sessions, it is not possible to predict the nature of such proposed amendments or whether such proposed amendments to the TIF Act will become law during future sessions of the General Assembly. For a discussion of the effect of potential litigation involving the TIF Act, see the caption "BONDOWNERS' RISKS — Tax Increment Financing Litigation" in this Official Statement. Assessments and Collections of Ad Valorem Taxes. The City and the Redevelopment Area are located within Platte County, Missouri (the "County"). On or before October 1 in each year, each political subdivision located within the County which imposes ad valorem taxes (the "Taxing Districts") estimates the amount of taxes that will be required during the next succeeding fiscal year to pay interest falling due on general obligation bonds issued and the principal of bonds maturing in such year and the costs of operation and maintenance plus such *Preliminary; subject to change. -7- amounts as shall be required to cover emergencies and anticipated tax delinquencies. The Taxing Districts certify the amount of such taxes to be levied, assessed and collected on all taxable tangible property in the County to the County Assessor by September 1. All taxes levied must be based upon the assessed valuation of land and other taxable tangible property in the County as shall be determined by the records of the County Assessor and must be collected and remitted to the Taxing Districts. All the laws, rights and remedies provided by the laws of the State for the collection of State, county, city, school and other ad valorem taxes are applicable to the collection of taxes authorized to be collected in the Redevelopment Area. The Missouri Constitution requires uniformity in taxation of real property by directing such property to be sub -classified as agricultural, residential or commercial and permitting different assessment ratios for each subclass. Residential property is currently assessed at 19% of true value in money, commercial property is assessed at 32% of true value in money, and agricultural property is assessed at 12% of true value in money. The phrase "true value in money" has been held to mean "fair market value" except with respect to agricultural property. The County Assessor assesses real property within the County. The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The Board of Equalization has the authority to question and determine the proper values of real property and then adjust and equalize individual properties appearing on the tax rolls. The County Collector collects taxes for all Taxing Districts within the County limits. The County Collector deducts a commission for his services. After such collections and deductions of commission, taxes are distributed according to the Taxing District's pro rata share. Taxes are levied on all taxable property based on the equalized assessed value thereof deteHuined as of January 1 in each year. Under Missouri law, each property must be reassessed every two years (in odd—numbered years). The County Collector prepares the tax bills and mails them to each taxpayer in September. Payment is due by December 31, after which they become delinquent and accrue a penalty of one percent per month. In the event of an increase in the assessed value of a property, notice of such increase must be given to the owner of the affected property, which notice is generally given in May. Valuation of Real Property. The County Assessor must determine the assessed value of a property based upon the State law requirement that property be valued at its true value in money. For agricultural land, true value is based on its productive capability. As to residential and commercial property, true value in money is the fair market value of the property on the valuation date. The fair market value is arrived at by using the three universally recognized approaches to value: the cost approach, the sales comparison approach and the income approach. The cost approach is typically applied when a property is newly constructed and is based on the principle of substitution. This principle states that no informed buyer will pay more for a property than the cost to reproduce or replace the property. Value is determined under the cost approach by adding the estimated land value to the replacement or reproduction cost reduced by estimated depreciation. Courts have held, however, that construction cost alone is not a proper basis for determining true value in money and that all factors which affect the use and utility of the property must be considered. The sales comparison approach determines value based upon recent sales prices of comparable properties. Comparable sales are adjusted for differences in properties by comparing such items as sales price per square foot and net operating income capitalization rates. The income approach estimates market value by discounting to present value a stream of estimated net operating income. First, the property's gross potential income is estimated based on gross rents being generated at the property. A vacancy allowance is then deducted to arrive at effective gross income. Next, allowable operating expenses are deducted to arrive at an estimate of the property's net operating income. Finally, the net operating income is divided by an appropriate capitalization rate to arrive at the estimated present value of the income stream. *Preliminary; subject to change. -8- Appeal of Assessment. State statutes set up various mechanisms for a property owner to appeal the assessment of a tax on its property. Typically, there are four issues that can be raised in property tax appeals including overvaluation, uniformity, misclassification and exemption. Overvaluation appeals are the most common appeals presented by taxpayers. An overvaluation appeal requires the taxpayer to prove that the true value in money of the property is less than that determined by the assessor. Unifoimuty appeals are based on the assertion that other property in the same class and county as the subject property is assessed at a lower percentage of value than the subject property. A misclassification appeal is based on an assertion that assessing authorities have improperly sub -classified a property. Exemption appeals are based on claims that the property in question is exempt from taxation. Overvaluation appeals, for the most part, must be made administratively, first, to the Board of Equalization and then to the State Tax Commission within prescribed time periods following notice of an increase in assessment. Appeals to the Board of Equalization must be filed with the County Assessor on or before the third Monday in June of each year. Appeals to the State Tax Commission must be filed by the later of August 15 and 30 days after the date of the final decision of the Board of Equalization. Where valuation is not an issue, appeals must be taken directly to the State Circuit Court rather than the State Tax Commission. If an appeal is pending on December 31, the due date for the payment of taxes, State statute provides a procedure for the payment of taxes under protest. If taxes are paid but not under protest, the taxpayer cannot recover the amount paid unless that taxes have been mistakenly or erroneously paid. Application for a refund of mistakenly or erroneously paid taxes must be made within one year after the tax in dispute was paid. Typically, only that portion of the taxes being disputed is identified as being paid under protest, unless a claim of exemption is being asserted. The portion of the tax paid under protest is required to be held in an interest bearing account. Unless an appeal before the Board of Equalization or State Tax Commission is pending, suit must be brought by the taxpayer to resolve the dispute within 90 days, or the escrowed funds will be released to the Collector of Revenue and distributed to the Taxing Districts. Reassessment and Tax Rate Rollback. As previously stated, a general reassessment of all property in the State is required to be conducted every two years. When, as a result of such reassessment, the assessed valuation within a Taxing District increases by more than an allowable percentage, the Taxing District is required to roll back the rate of tax within the Taxing District so as to produce substantially the same amount of tax revenue as was produced in the previous year increased by an amount called a "preceding valuation factor." A "preceding valuation factor" is a percentage increase or decrease based on the average annual percentage changes in total assessed valuation of the County over the previous three or five years, whichever is greater, adjusted to eliminate the effect of boundary changes, changes from State to County assessed property, general reassessment and State ordered changes. The Hancock Amendment. A constitutional amendment limiting taxation and government spending was approved by Missouri voters on September 4, 1980, and went into effect with the 1981-82 fiscal year. The amendment (Article X, Section 22(a) of the State Constitution and popularly known as the Hancock Amendment) limits the rate of increase and the total amount of taxes that shall be imposed in any fiscal year, and provides that the limit shall not be exceeded without voter approval. Provisions are included in the Hancock Amendment for rolling back tax rates to produce an amount of revenues equal to that of the previous year if the defmition of the tax base is changed or if property is reassessed. The tax levy on the assessed valuation of new construction is exempt from this limitation in the initial year of new construction. Tax Delinquencies. Taxes or PILOTS on real estate that remain unpaid on the first day of January, annually, are delinquent, and the County Collector is empowered to enforce the lien of the taxing jurisdictions thereon. Whenever the County Collector is unable to collect any taxes on the tax roll, having diligently endeavored and used all lawful means to do so, he is required to compile lists of delinquent tax bills collectible by him. All lands and lots on which taxes are delinquent and unpaid are subject to suit to collect delinquent tax bills or suit for foreclosure of the tax liens. Upon receiving a judgment, the Sheriff must advertise the sale of the land, fixing the date of sale within 30 days after the first publication of the notice. Delinquent taxes, with penalty, interest and costs, may be paid to the County Collector at any time before the property is sold therefor. No action for recovery *Preliminary; subject to change. -9- of delinquent taxes shall be valid unless initial proceedings therefor are commenced within five years after delinquency of such taxes. Economic Activity Tax Revenues. The Economic Activity Tax Revenues that will be pledged to the payment of the Bonds, subject to annual appropriation, are 50% of the total additional revenue from taxes, penalties and interest imposed by the City or other Taxing Districts which are generated by economic activities within the redevelopment project area over the amount of such taxes generated by economic activities within the redevelopment project area in the calendar year prior to the approval of tax increment financing for such redevelopment project area, but excluding any taxes imposed on sales or charges for sleeping rooms paid by transient guests of hotels and motels, taxes levied pursuant to Section 70.500, RSMo., licenses, fees or special assessments, other than payments in lieu of taxes, and personal property taxes and taxes levied for the purpose of public transportation pursuant to Section 94.660, RSMo. Retail businesses are required to collect the sales tax from purchasers at the time of sale, and pay said amounts to the Department of Revenue of the State with the filing of returns, except for the sales tax on motor vehicles, trailers, boats and outboard motors, which is due at the time application is made for title and registration. The sales volume of a retail business determines the frequency of payments made to the Department of Revenue of the State. In most cases, the retail businesses in the City make monthly payments to the Department of Revenue of the State, which are due on the tenth day of each calendar month for sales taxes collected in the preceding calendar month. Retail businesses located in the City submit applications to the City for a merchant's license and an occupancy permit, and before such license and permit are awarded verification of a tax identification number from the State is made by the City. In the event of a failure by a retail business to remit sales taxes, interest and penalties, the unpaid amount may become a lien in the nature of a judgment lien against the delinquent taxpayer. In the event of overpayment by any retail business as a result of error or duplication, provision is made under State law for refunds. Pursuant to the State law, taxpayers who promptly pay their sales taxes are entitled to retain 2% of the amount of taxes owed. Within 30 days of receipt of sales taxes by the Department of Revenue of the State, the Director of the Department of Revenue remits to the State Treasurer for deposit in a special trust fund for the benefit of each political subdivision entitled to a sales tax distribution the amount of such sales tax receipts less 1% of such amount which constitutes a fee paid to the State for collecting and distributing the tax. The State Treasurer then distributes moneys on deposit in the special trust fund on behalf of each such political subdivision to such political subdivision on a monthly basis. The Redevelopment Plan The City previously approved the Redevelopment Plan, as amended and a Redevelopment Project Area I in connection therewith ("Redevelopment Area I"), pursuant to the TIF Act, which TIF Redevelopment Plan has as its objectives a planned business community within the city limits of Riverside changing the development pattern from vacant land to industrial and commercial uses. The City approved subsequent amendments to the TIF Redevelopment Plan, including a 2006 amendment that created a Redevelopment Project Area 111II ("Redevelopment Area 111II," together with Redevelopment Area I, the "Redevelopment Area"). The most recent amendment to the TIF Redevelopment Plan was completed in 2007. This amendment removed property originally included in the Redevelopment Area. The City does not currently anticipate any further amendments to the Redevelopment Area. The City may amend the TIF Redevelopment Plan in the future related to currently ongoing and future projects. The TIF Redevelopment Plan contemplates the redevelopment of an area located generally on the north bank of the Missouri River along Interstate 635 at Highway 69. The City designated the Redevelopment Area as a blighted area under the TIF Act. The Redevelopment Area was originally approximately 1,800 acres. *Preliminary; subject to change. -10- However, certain property was subsequently removed leaving the size of the Redevelopment Area as approximately 911 acres. Exclusive of private development, overall costs for improvements completed pursuant to the TIF Redevelopment Plan were approximately $159,635,000, including approximately $47,000,000 for road, highway and utility improvements, environmental remediation and soft costs, approximately $100,000,000 in levee improvements and approximately $12,635,000 for a highway interchange. These improvements have been substantially completed. Approximately $55,100,000 of the cost of the levee improvements was funded by the federal government. The proceeds of the Refunded Bonds, as well as the Series 2017 Levee District Bonds and the bonds issued by the City that were refunded by the Series 2011A Bonds and the Series 2014 Bonds, were used to pay various costs of the TIF Project under the TIF Redevelopment Plan, including levee improvements and infrastructure costs. Set forth below are historical Incremental Tax Revenues for the years 2011 through 2016: TIF District Revenues 2011 2012 2013 2014 2015 2016 Payments in Lieu of Taxes $2,119,637 $2,189,092 $2,220,027 $2,483,902 $3,365,041 $4,110,312 Economic Activity Taxes 308,007 386,479 351,302 264,458* 363,758 330,377 State Tax Increment Funds 83,016 100,000 846,259 1,135,422 1,442,955 2,247,758 Land Sales used to Redeem Debt 310.000 405.000 930.000 385.000 0 268.875 Total TIF District Revenues $2,820,660 $3,080,571 $4,347,588 $4,268,782 $5,171,754 $6,957,322 * Decrease in Economic Activity Taxes due to a business closing within the Redevelopment Area. Source: City Set forth below are projected Incremental Tax Revenues for the years 2017 through 2022: TIF District Revenues 2017 2018 2019 2020 2021 2022 Payments in Lieu of Taxes $4,498,952 $4,916,000 $5,241,000 $5,441,000 $4,064,000 $4,406,000 Economic Activity Taxes 305,712 300,000 300,000 300,000 60,000 60,000 State Tax Increment Funds 2,492,628 2,464,000 2,485,000 2,507,000 2,529,000 2,551,000 Land Sales used to Redeem Debt 437,336 0 0 0 0 0 Total TIF District Revenues $7,734,628 $7,680,000 $8,026,000 $8,248,000 $6,653,000 $7,017,000 Source: City Set forth below is the debt service coverage for the years 2017 through 2020: Debt Service Coverage 2017 2018 2019 2020 Total TIF District Revenues 7,734,628 7,680,000 8,026,000 8,248,000 Series 2011A Bonds and Series 2014 Bonds Debt Service 1,750,619 1,767,069 1,770,831 1,419,381 Series 2017 Levee District Bonds Debt Service 980,525 917,478 920,083 919,250 *Preliminary; subject to change. -11- Available TIF Revenues 5,003,484 4,995,453 5,335,086 5,909,369 Series 2017 Bonds Debt Service 3,129,063 2,347,700 2,815,400 2,815,600 Coverage Ratio 1.60 2.13 1.89 2.10 Source: City Set forth below is the debt service coverage for the years 2021 through 2025: Debt Service Coverage Total TIF District Revenues 2021 2022 2023 2024 6,553,000 7,017,000 7,157,000 6,951,000 Series 2011A Bonds and Series 2014 Bonds Debt Service - - - - Series 2017 Levee District Bonds Debt Service 921,250 923,117 923,917 923,650 Available TIF Revenues 5,631,750 6,093,883 6,233,083 6,027,350 Series 2017 Bonds Debt Service 2,816,600 2,814,000 2,817,800 2,817,600 Coverage Ratio 2.00 2.17 2.21 2.14 Source: City Development East of Horizons Parkway On May 10, 2011, the City and Briarcliff Realty, LLC executed a Master Development Agreement (the "Agreement") related to the development of approximately 260 acres in the Redevelopment Area (the "MDA Property"), a portion of which is currently owned by the Authority and serves as partial security for the Refunded Bonds. The MDA Property is substantially bounded by Horizons Parkway to the west, 635 to the south and east and the BNSF railroad tracks to the north. Subsequently, the development rights within the Agreement were transferred to NorthPoint Development LLC to complete the project. To date, pursuant to the Agreement, the City (through the Authority) sold approximately acres for development upon which six buildings have been privately completed for a total of approximately 900,000 square feet of net usable commercial space which is believed to be substantially fully leased and currently occupied by companies with total employment in excess of . The City estimates the private development covered by the Agreement has exceeded $ . The remaining acreage held by the Authority subject to the Agreement is approximately acres. [Map/Pictures] Development West of Horizons Parkway On the west side of the park, the City has completed infrastructure to serve a number of parcels planned for industrial development. Recently, two expansion projects of existing facilities totaling 200,000 square feet and one 30,000 square foot build to suit were completed and another 245,000 square foot *Preliminary; subject to change. -12- building project was also completed. Employment has increased by more than 1,500 jobs on the west side since . [Discuss City owned property] [Map/Pictures] Additional TIF Project Financings The Refunded Bonds were issued to fund infrastructure costs related to the TIF Project pursuant to the TIF Redevelopment Plan. As described above, the Authority and the Levee District have issued other series of bonds for the TIF Project, including the Series 2014 Bonds, the Series 2011A Bonds and the Series 2017 Levee District Bonds (the latter two series of bonds refunded other bonds issued by the City for the TIF Project). The Series 2017 Levee District Bonds are partially secured by a subordinate lien on the Incremental Tax Revenues generated in the Redevelopment Area, which lien is senior to the lien on such revenues securing the Series 2017 Bonds, together with tax assessments on certain property in the Levee District. The Series 2011A Bonds are secured on a parity with the Series 2014 Bonds with respect to the Incremental Tax Revenues generated in the Redevelopment Area and are also secured by an annual appropriation obligation of the City. The lien of the Series 2011A Bonds and the Series 2014 Bonds on Incremental Tax Revenues is senior to that of the Series 2017 Levee District Bonds and the Series 2017 Bonds and any bonds issued on a parity with such bonds. The senior indenture for the Series 2011A Bonds and Series 2014 Bonds only permits the issuance of additional bonds on a parity with the Series 2011A Bonds and Series 2014 Bonds for the purpose of refunding such bonds. The Authority, at the request of the City, may issue Additional Bonds under the Indenture, but only for the purpose of refunding the Bonds. The sole economic test for the issuance of Additional Bonds on a parity with the Series 2017 Bonds and any Additional Bonds then outstanding is whether the City is willing to commit its annual appropriation obligation to the repayment of the Financing Payments with respect to such Additional Bonds. This means that the City may issue or cause to be issued Additional Bonds on a parity with the Series 2017 Bonds even if the Incremental Tax Revenues are not sufficient to provide for the Financing Payments on the Series 2017 Bonds, without regard to the proposed Additional Bonds. Additionally, the lien of the Series 2017 Bonds on the Incremental Tax Revenues is subordinate to the lien of the Series 2014 Bonds, the Series 2011A Bonds and the Series 2017 Levee District Bonds (together with any bonds issued on a parity with such bonds) on such revenues. The lien on the Series 2017 Bonds on the Incremental Tax Revenues is subordinate to the lien of the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds (together with any bonds issued on a parity with such bonds) on such revenues. While the City does currently project that there will be sufficient Incremental Tax Revenues to provide for the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein, there can be no assurance that such projections will be realized. As a consequence, prospective investors should evaluate the likelihood that the City will continue to appropriate moneys sufficient to make the Financing Payments under the Financing Agreement if Incremental Revenues are not sufficient to make the Financing Payments on the Series 2017 Bonds as well as required payment son the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "PLAN OF FINANCING — The Redevelopment Plan" and "BONDOWNERS' RISKS" herein. *Preliminary; subject to change. -13- Sources and Uses of Funds* Sources of Funds*: Principal amount of the Series 2017 Bonds Transfer from Series 2007 Debt Service Reserve Fund [Net] Reoffering Premium Total sources of funds Uses of Funds: Deposit to Escrow Fund Deposit to Debt Service Reserve Fund Costs of Issuance (including Underwriter' Discount) Total uses of funds *Note: At the time of closing, funds in the Series 2007 Debt Service Reserve Fund, in the amount of approximately $2,449,788* will be released to the City. THE SERIES 2017 BONDS The following is a summary of certain terms and provisions of the Series 2017 Bonds. Reference is hereby made to the Series 2017 Bonds and the provisions with respect thereto in the Indenture and the Financing Agreement for the detailed terms and provisions thereof. General Terms The Series 2017 Bonds are being issued in the principal amount stated on the cover page, are dated the date of delivery thereof, will bear interest from the date thereof or from the most recent interest payment date to which interest has been paid at the rates per annum set forth on the inside cover page, payable semiannually on May 1 and November 1 of each year, beginning on May 1, 2018, and will mature on May 1 in the years shown on the maturity schedule set forth on the inside cover page. The Series 2017 Bonds are issuable as fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The principal of and redemption premium, if any, on the Series 2017 Bonds are payable at the principal corporate trust office of the Trustee. The interest on the Series 2017 Bonds is payable (a) by check or draft mailed by the Trustee to the persons who are the registered Owners of the Series 2017 Bonds as of the close of business on the 15th day of the month preceding the respective interest payment dates, as shown on the bond registration books maintained by the Trustee, or (b) at the expense of the registered owner, by electronic transfer of immediately available funds at the written request of any registered owner of $1,000,000 or more in aggregate principal amount of Series 2017 Bonds, if such written notice specifying the electronic transfer instructions is provided to the Trustee not less than 15 days prior to the Interest Payment Date. Purchases of the Series 2017 Bonds will be made in book -entry only form (as described immediately below), in the denomination of $5,000 or any integral multiple thereof. Purchasers of the Series 2017 Bonds will not receive certificates representing their interests in the Series 2017 Bonds purchased. If the specified date for any payment on the Series 2017 Bonds is a date other than a Business Day, such payment may be made on the next Business Day without additional interest and with the same force and effect as if made on the specified date for such payments. Book -Entry Only System General. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2017 Bonds. The Series 2017 Bonds will be issued as fully -registered securities * Preliminary, subject to change. *Preliminary; subject to change. -14- registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of the Series 2017 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. So long as Cede & Co., as nominee of DTC, is the registered owner of the Series 2017 Bonds, the Beneficial Owners of the Series 2017 Bonds will not receive or have the right to receive physical delivery of the Series 2017 Bonds, and references herein to the Bondowners or registered Owners of the Series 2017 Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Series 2017 Bonds. DTC and its Participants. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3 5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchase of Ownership Interests. Purchases of Series 2017 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2017 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2017 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2017 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2017 Bonds, except in the event that use of the book -entry system for the Series 2017 Bonds is discontinued. Transfers. To facilitate subsequent transfers, all Series 2017 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2017 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2017 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2017 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in *Preliminary; subject to change. -15- effect from time to time. Beneficial Owners of Series 2017 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2017 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Series 2017 Bonds may wish to ascertain that the nominee holding the Series 2017 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2017 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2017 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2017 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal and Interest. Redemption proceeds, distributions, and dividend payments on the Series 2017 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Authority or the Trustee, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. Discontinuation of Book Entry System. DTC may discontinue providing its services as depository with respect to the Series 2017 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information above concerning DTC and DTC's book -entry system has been obtained from sources that the Authority and the City believe to be reliable, but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the Authority, the City, the Trustee or the Underwriter. The Authority, the City, the Trustee and the Underwriter make no assurances that DTC, Direct Participants, Indirect Participants or other nominees of the Beneficial Owners will act in accordance with the procedures described above or in a timely manner. Redemption* The Series 2017 Bonds are not subject to optional or mandatory redemption prior to maturity. *Preliminary; subject to change. -16- Registration, Transfer and Exchange The Series 2017 Bonds will be issued in fully registered form in denominations of $5,000 and any integral multiple thereof. The Series 2017 Bonds will be issued in fully registered form, and each Series 2017 Bond will be registered in the name of the owner thereof on the registration books maintained by the Trustee. The Series 2017 Bonds are transferable by the registered holder thereof or by such holder's attorney duly authorized in writing upon presentation thereof at the principal corporate trust office of the Trustee. Any Series 2017 Bond may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Series 2017 Bonds of the same maturity of other authorized denominations. The Trustee and the Authority may charge a fee covering taxes and other governmental charges in connection with any exchange, change in registration or transfer of any Series 2017 Bond. The Trustee shall not be required to register the transfer of or exchange any Series 2017 Bond that has been called or selected for call for redemption or during the period of fifteen days next preceding the first mailing of notice of redemption. The foregoing provisions for the registration, transfer and exchange of the Series 2017 Bonds will not be applicable to purchasers of the Series 2017 Bonds so long as the Series 2017 Bonds are subject to the DTC or other book -entry only system. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Series 2017 Bonds, but neither the failure to print such numbers on any Series 2017 Bonds, nor any error in the printing of such numbers, shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for any Series 2017 Bonds. SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General The Series 2017 Bonds will be issued under and will be equally and ratably secured under the Indenture, which will assign and pledge to the Trustee (1) certain rights of the Authority under the Financing Agreement, including the right to receive Financing Payments thereunder, which Financing Payments are secured by a subordinate lien on the Incremental Tax Revenues deposited into the Special Allocation Fund and (2) the funds and accounts, including the money and investments in them, which the Trustee holds under the terms of the Indenture. Special, Limited Obligations The Series 2017 Bonds and the interest thereon are special, limited obligations of the Authority, payable solely from (1) Financing Payments to be made by the City under the Financing Agreement, (2) a Debt Service Reserve Fund established for the Series 2017 Bonds, and (3) certain funds held by the Trustee under the Indenture, and not from any other fund or source of the Authority, and are secured under the Indenture and the Financing Agreement as described herein. Pursuant to the Financing Agreement, the City has pledged (i) a subordinate lien on available Incremental Tax Revenues (defined as Payments in Lieu of Taxes (or PILOTs) and Economic Activity Taxes (or EATs), both described herein). Except as provided in the following sentence, all payments by the City under the Financing Agreement are subject to annual appropriation. As noted above and as more fully described herein, the City's obligation to make the Financing Payments under the Financing Agreement is secured by a subordinate lien on the Incremental Tax Revenues, a portion of which described herein as the PILOTS, are not subject to annual appropriation. The Series 2017 Bonds shall not constitute a debt or liability of the State or of any political subdivision thereof within the meaning of any State constitutional provision or statutory limitation and shall not constitute a pledge of the faith and credit of the State or of any political subdivision thereof. The issuance of the Series 2017 Bonds shall not directly or indirectly obligate the Authority, its officers, directors or employees, the State or any *Preliminary; subject to change. -17- political subdivision thereof to provide any funds for their payment. The issuance of the Series 2017 Bonds shall not, directly, indirectly, or contingently, obligate the State or any political subdivision thereof to levy any form of taxation therefor or to make any appropriation for their payment. The Authority has no taxing power. As the City has sold property within the Redevelopment Area to private parties and private parties have completed private projects, the portion of the property within the Levee District owned by the Authority and the City has been reduced and the value of taxable property within the Redevelopment Area has increased. However, the City makes no representation regarding its expectations for future sales of property, and the rate at which additional property will be subject to taxation in the Redevelopment Area. The lien of the Series 2017 Bonds on the Incremental Tax Revenues is subordinate to the lien of the Series 2014 Bonds, the Series 2011A Bonds and the Series 2017 Levee District Bonds on such revenues. Payment of the principal of and interest on the Series 2017 Bonds is not secured by any mortgage on the Project or any other facilities or property of the City. The Financing Agreement Financing Payments and Other Payments. Under the Financing Agreement, the City is required to make Financing Payments to the Trustee for deposit into the Debt Service Fund in amounts sufficient to pay the principal of and interest on the Series 2017 Bonds when due. Except as provided in the following paragraph, the City's obligations to pay Financing Payments and Additional Payments shall be limited, special obligations of the City payable solely from, subject to annual appropriation by the City as described above, all legally available revenues of the City and from amounts pledged to secure repayment of the Financing Payments in the Special Allocation Fund as provided in the Authorizing Ordinance. The taxing power of the City is not pledged to the payment of the Financing Payments as to principal or interest. The City's obligation to pay Financing Payments and Additional Payments shall not constitute general obligations of the City, nor shall they constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision, limitation or restriction. Notwithstanding the foregoing, PILOTS deposited into the Special Allocation Fund are not subject to annual appropriation and are pledged by the City pursuant to the Authorizing Ordinance to secure Financing Payments and Additional Payments. The lien of the Series 2017 Bonds on the Incremental Tax Revenues is subordinate to the lien of the Series 2014 Bonds, the Series 2011A Bonds and the Series 2017 Levee District Bonds (together with any bonds issued on a parity with such bonds) on such revenues. Annual Appropriations. The City intends, on or before the last day of each Fiscal Year, to budget and appropriate, specifically with respect to this Financing Agreement, moneys sufficient to pay all the Financing Payments and reasonably estimated Additional Payments for the next succeeding Fiscal Year. The City shall deliver written notice to the Trustee no later than 15 days after the commencement of its Fiscal Year stating whether or not the Board of Aldermen has appropriated funds sufficient for the purpose of paying the Financing Payments and reasonably estimated Additional Payments to become due during such Fiscal Year. If the Board of Aldermen shall have made the appropriation necessary to pay the Financing Payments and reasonably estimated Additional Payments to become due during such Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall not constitute an Event of Nonappropriation and, on failure to receive such notice 15 days after the commencement of the City's Fiscal Year, the Trustee shall request written confirmation from the City of the fact of whether or not such appropriation has been made. If the Board of Aldermen shall not have made the appropriation necessary to pay the Financing Payments and Additional Payments reasonably estimated to become due during such succeeding Fiscal Year, the failure of the City to deliver the foregoing notice on or before the 15th day after the commencement of its Fiscal Year shall constitute an Event of Nonappropriation. Annual Budget Request. The City Administrator or other officer of the City at any time charged with the responsibility of formulating budget proposals shall include in the budget proposals submitted to the Board *Preliminary; subject to change. -18- of Aldermen, in each Fiscal Year in which this Financing Agreement shall be in effect, an appropriation for all the Financing Payments and reasonably estimated Additional Payments required for the ensuing Fiscal Year; it being the intention of the City that the decision to appropriate or not to appropriate under this Financing Agreement shall be made solely by the Board of Aldermen and not by any other official of the City. The City intends, subject to the provisions above respecting the failure of the City to budget or appropriate funds to make Financing Payments and Additional Payments, to pay the Financing Payments and Additional Payments hereunder. The City reasonably believes that legally available funds in an amount sufficient to make all Financing Payments and Additional Payments during each Fiscal Year can be obtained. The City further intends to do all things lawfully within its power to obtain and maintain funds from which the Financing Payments and Additional Payments may be made, including making provision for such Financing Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. The City's Director of Finance is directed to do all things lawfully within such person's power to obtain and maintain funds from which the Financing Payments and Additional Payments may be paid, including making provision for such Financing Payments and Additional Payments to the extent necessary in each proposed annual budget submitted for approval or by supplemental appropriation in accordance with applicable procedures of the City and to exhaust all available reviews and appeals in the event such portion of the budget or supplemental appropriation is not approved. Notwithstanding the foregoing, the decision to budget and appropriate funds is to be made in accordance with the City's normal procedures for such decisions. Financing Payments to Constitute Current Expenses of the City. The Authority and the City acknowledge and agree that the Financing Payments and Additional Payments hereunder shall constitute currently budgeted expenditures of the City, and shall not in any way be construed or interpreted as creating a liability or a general obligation or debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of the general credit, tax revenues, funds or moneys of the City. The City's obligations to pay Financing Payments and Additional Payments hereunder shall be from year to year only, and shall not constitute a mandatory payment obligation of the City in any ensuing Fiscal Year beyond the then current Fiscal Year. Neither the Financing Agreement nor the issuance of the Series 2017 Bonds shall directly or indirectly obligate the City to levy or pledge any form of taxation or make any appropriation or make any payments beyond those appropriated for the City's then current Fiscal Year, but in each Fiscal Year Financing Payments and Additional Payments shall be payable solely from the amounts budgeted or appropriated therefor out of the income and revenue provided for such year, plus any unencumbered balances from previous years; provided, however, that nothing herein shall be construed to limit the rights of the Owners of the Series 2017 Bonds or the Trustee to receive any amounts which may be realized from the Trust Estate pursuant to the Indenture. Failure of the City to budget and appropriate said moneys on or before the last day of any Fiscal Year shall be deemed an Event of Nonappropriation. Pledge of Incremental Tax Revenues to Secure Financing Payments. The City has pledged the Incremental Tax Revenues derived from the Redevelopment Area to secure its obligations to make the Financing Payments under the Financing Agreement, which pledge is subordinate to the pledge of such revenues securing the Series 2011A Bonds, the Series 2014 Bonds, the Series 2017 Levee District Bonds and any additional bonds issued under the trust indentures related to such bonds. The "Incremental Tax Revenues" consist of (a) PILOTS derived from the Redevelopment Area, and (b) subject to annual appropriation by the City, Economic Activity Tax Revenues received by the City with respect to the Redevelopment Area. Economic Activity Tax Revenues consist of 50% of the City and County sales taxes generated in the Redevelopment Area as well as, for the purposes of this Official Statement, the State Income Tax Revenues (defined above). Any moneys and securities in the Special Allocation Fund not required to pay debt service on such bonds in any year may be used by the City for other reimbursable project costs. PILOTS are those revenues attributable to the increase in the assessed valuation of real property within the Redevelopment Area over and above the initial assessed valuation of real property in the Redevelopment *Preliminary; subject to change. -19- Area as of the date on which tax increment financing for the Redevelopment Area was adopted. Such increase is multiplied by the then current aggregate tax rate applicable to such property to determine the PILOTS. Such PILOTS have been irrevocably pledged by the City to the payment of the Series 2017 Bonds. Economic Activity Tax Revenues under the TIF Act are those revenues attributable to 50% of the increase in tax revenues (other than real property tax revenues) generated by economic activities within a redevelopment area, including sales and utilities taxes, but excluding personal property taxes, hotel/motel taxes, licenses, fees and special assessments. The TIF Project has been approved by the State to receive the benefit of 50% of the increase in the general revenue portion of State Income Tax Revenues, which funds are subject to annual appropriation by the Missouri General Assembly. For the purposes of this Official Statement, any State Income Tax Revenues received by the City are included in the definition of Economic Activity Tax Revenues. The expenditure of Economic Activity Tax Revenues is subject to annual appropriation by the City. There can be no assurances that the City will appropriate such revenues in any year and no ordinance obligates the City to do so. Debt Service Reserve Fund A Series 2017 Debt Service Reserve Fund is established pursuant to the Indenture and is required to be funded in an amount equal to $1,000,000* (the "Debt Service Reserve Fund Requirement"). Amounts in the Series 2017 Debt Service Reserve Fund are to be used to pay principal of and interest on the Series 2017 Bonds to the extent of any deficiency in the Series 2017 Debt Service Fund for such purposes, as further described in the Indenture. Amounts on deposit in the Series 2017 Debt Service Reserve Fund are not pledged to secure any Additional Bonds. The Indenture Under the Indenture, the Authority will pledge and assign to the Trustee, for the benefit of the Bondowners, all of its rights under the Financing Agreement, including all Financing Payments and other amounts payable under the Financing Agreement (except for certain fees, expenses and advances and any indemnity payments payable to the Authority) as security for the payment of the principal of and interest on the Series 2017 Bonds. See "SUMMARY OF THE INDENTURE" in Appendix C hereto. Additional Bonds The Authority from time to time may, in its sole discretion, at the written request of the City, authorize the issuance of Additional Bonds on a parity with the Series 2017 Bonds upon the terms and conditions provided in the Indenture; provided that (1) the terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds thereof are to be disbursed shall have been approved by a resolution adopted by the Authority and an ordinance adopted by the City; (2) the Authority and the City shall have entered into a Supplemental Financing Agreement to acknowledge that Financing Payments are revised to the extent necessary to provide for the payment of the principal of, redemption premium, if any, and interest on the Additional Bonds and to extend the term of the Financing Agreement if the maturity of any of the Additional Bonds would otherwise occur after the expiration of the term of the Financing Agreement; (3) the Additional Bonds are issued solely to refund the Series 2017 Bonds , and (4) Authority and the City shall have otherwise complied with the provisions of the Financing Agreement and the Indenture with respect to the issuance of such Additional Bonds. The sole economic test for the issuance of Additional Bonds on a parity with the Series 2017 Bonds and any Additional Bonds then outstanding is whether the City is willing to commit its annual appropriation obligation to the repayment of the Financing Payments with respect to such Additional Bonds. This means that the City may issue or cause to be issued Additional Bonds on a parity with the Series 2017 Bonds even if the Incremental Tax Revenues are not sufficient to provide for the Financing Payments on the Series 2017 Bonds, Preliminary, subject to change. *Preliminary; subject to change. -20- without regard to the proposed Additional Bonds. The lien on the Series 2017 Bonds on the Incremental Tax Revenues is subordinate to the lien of the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds (together with any bonds issued on a parity with such bonds) on such revenues. While the City does currently project that there will be sufficient Incremental Tax Revenues to provide for the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein, there can be no assurance that such projections will be realized. As a consequence, prospective investors should evaluate the likelihood that the City will continue to appropriate moneys sufficient to make the Financing Payments under the Financing Agreement if Incremental Revenues are not sufficient to make the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "PLAN OF FINANCING — The Redevelopment Plan" and "BONDOWNERS RISKS" herein. *Preliminary; subject to change. [Remainder of page intentionally blank.] -21- CITY FINANCIAL SUMMARY The below table* presents a summary of the City's general fund for the last five fiscal years: Income Statement 2013 2014 2015 2016 2017** Revenues Tax Revenues $ 2,218,801 $ 2,326,593 $ 2,278,955 $2,728,321 $2,699,621 TIF Revenues 3,432,013 3,883,538 5,123,842 6,654,901 6,912,350 Gaming Revenues 7,133,275 6,399,850 6,303,001 6,569,566 6,589,264 Gaming - Real Estate Income 4,155,181 4,060,295 4,182,418 4,394,870 4,358,378 Other Revenues*** 6,834,786 3,910,923 3,275,906 2,519,103 2,334,710 Total Revenues $23,774,056 $20,581,199 $21,164,122 $22,866,761 $22,894,323 Expenditures Current Expenditures $10,754,579 $10,954,985 $15,602,021 $11,463,851 $11,642,751 Capital Outlay 16,861,669 7,808,465 4,455,505 2,768,726 2,629,738 Debt Service 5,407,606 5,642,014 4,660,709 5,148,481 5,319,681 Total Expenditures $33,023,854 $24,405,464 $20,262,730 $19,381,058 $19,592,170 Net Revenues Net Revenues $(9,247,798) $(3,824,265) $901,392 3,485,703 3,302,153 Capital Outlay 16,861,669 7,808,465 4,455,505 2,768,726 2,629,738 Net Revenues + Capital Outlay $7,611,871 $3,984,200 $5,356,897 $6,254,429 $5,931,891 *Headings used in the above table are consistent with those set forth in the City's audited financial statements **2017 numbers are unaudited *** Includes the following revenues: (1) Intergovernmental Revenue, (2) Charges for Services, (3) Investment Earnings, (4) Licenses and Fees, (5) Fines and Forfeitures, (6) Recreation Fees, (7) Miscellaneous, (8) Developer Contribution and (9) Proceeds form Sale -Leaseback. Source: City For further detail related to expenditures for capital improvements, additional detail related to gaming revenues, changes to the manner in which the gaming revenues will be applied to funds following the delivery of the Series 2017 Bonds, and financial information concerning the City, see Appendix A. *Preliminary; subject to change. -22- BONDOWNERS' RISKS The following is a discussion of certain risks that could affect payments to be made by the City with respect to the Series 2017 Bonds. Such discussion is not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of this Official Statement and should not be considered as a complete description of all risks that could affect such payments. Prospective purchasers of the Series 2017 Bonds should analyze carefully the information contained in this Official Statement, including the Appendices hereto, and additional information in the form of the complete documents summarized herein and in Appendix C, copies of which are available as described herein. General The Series 2017 Bonds are limited obligations of the Authority payable by the Authority solely from payments to be made by the City pursuant to the Financing Agreement and from certain other funds held by the Trustee under the Indenture. No representation or assurance can be given that the City will realize revenues in amounts sufficient to make such payments under the Financing Agreement with respect to the Series 2017 Bonds. Risk Factors Relating to the City's Obligations to Make Financing Payments General. Except as described in "Pledge of Incremental Tax Revenues", below, all payments by the City under the Financing Agreement are subject to annual appropriation. The City currently intends, but is not obligated, to make payments under the Financing Agreement. Risk of Non Appropriation. The City's obligation to make the Financing Payments under the Financing Agreement is subject to annual appropriation, except as noted below (PILOTs). Although the City has covenanted to request annually that the appropriation of the Financing Payments be included in the budget submitted to the Board of Aldermen for each fiscal year, there can be no assurance that such appropriation will be made, and the City is not legally obligated to do so. Pledge of Incremental Tax Revenues. The City's obligation to make the Financing Payments under the Financing Agreement is secured by a subordinate lien on the Incremental Tax Revenues (as described herein), a portion of which, described herein as the PILOTS, are not subject to annual appropriation, while the remainder of which, the EATS, including the State Income Tax Revenues, are subject to annual appropriation by the City and the General Assembly of the State, respectively, as discussed in further detail herein. No portion of the TIF Project is pledged to secure the Series 2017 Bonds. The failure of the City to appropriate sufficient funds in any year would not result in the City losing the use of the TIF Project. While a failure to appropriate Incremental Tax Revenue by the State or the City may not constitute an Event of Default on the Bonds, the Bondowners are substantially relying on annual appropriations by the City for the debt service pursuant to the Financing Agreement for the payment of timely principal and interest on the Series 2017 Bonds. A failure to appropriate such funds under the Financing Agreement would constitute an Event of Default on the Series 2017 Bonds for which remedies are limited by the terms of the Financing Agreement and the Indenture. Subordination of Incremental Tax Revenues. The City's obligation to make the Financing Payments under the Financing Agreement is secured by a subordinate lien on the Incremental Tax Revenues (as described herein). Accordingly, if Incremental Tax Revenues are insufficient to pay debt service on the Series 2011A, Series 2014 and the City's obligations on the Series 2017 Levee District Bonds, and any additional bonds issued under those indentures there will be no available Incremental Tax Revenues for payment on the Series 2017 Bonds. No Mortgage of any Project or any other Facilities of the City. Payment of the principal and interest on the Series 2017 Bonds is not secured by any mortgage on any Project or any other facilities or property of the City or any developer. Except as provided herein, the Series 2017 Bonds are payable solely from (1) certain *Preliminary; subject to change. -23- payments to be made by the City under the Financing Agreement, (2) a Debt Service Reserve Fund established for the Series 2017 Bonds, (3) a subordinate lien on certain Incremental Tax Revenues, and (4) certain funds held by the Trustee under the Indenture, and not from any other fund or source of the Authority. Risk Factors Relating to the Collection of Incremental Tax Revenues As noted herein the payment by the City of Financing Payments under the Financing Agreement is secured by a subordinate pledge of the Incremental Tax Revenues (PILOTS and EATS) derived from the Redevelopment Area. Prospective investors should evaluate factors which could cause such Incremental Tax Revenues to be below the City's estimates in order to determine the capacity of the City's legally available revenues to provide for the Financing Payments with respect to the Series 2017 Bonds in the event the Incremental Tax Revenues are not sufficient to make such payments. There are a variety of reasons the collection of Incremental Tax Revenues may not be realized as expected by the City, including but not limited to the following: Risk of Damage or Destruction. The partial or complete destruction of improvements within the Redevelopment Area, as a result of fire, natural disaster or similar casualty event, would adversely impact the collection of the Incremental Tax Revenues. Risk of Failure to Maintain Levels ofAssessed Valuations. There can be no assurance that the assessed value of property within the Redevelopment Area will equal or exceed the expected assessed value. Even if the assessed value is initially determined as expected, there can be no assurance that such assessed value will be maintained throughout the term of the Series 2017 Bonds. The property owner has the ability to appeal all assessed value determinations. Changes in State and Local Tax Laws. The City's internal estimates of the Incremental Tax Revenues assume no substantial change in the basis of extending, levying and collecting real property taxes, sales taxes, PILOTS and Economic Activity Tax Revenues. Any change in the current system of collection and distribution of real property taxes, sales taxes, PILOTS or Economic Activity Tax Revenues in the County or the City, including without limitation the reduction or elimination of any such tax, judicial action concerning any such tax or voter initiative, referendum or action with respect to any such tax, could adversely affect the availability of revenues to pay the principal of and interest on the Series 2017 Bonds. Reduction in State and Local Tax Rates. Any taxing district authorized to impose sales taxes or levy real property taxes on any real estate included within the Redevelopment Area could lower its tax rate, which would have the effect of reducing the Economic Activity Taxes and/or PILOTS derived from the Redevelopment Area. Risk of Non Appropriation of Economic Activity Taxes. The application of Economic Activity Tax Revenues in the Special Allocation Fund is subject to annual appropriation by the City. Although the City has covenanted to request annually that the appropriation of the Economic Activity Tax Revenues in the Special Allocation Fund be included in the budget submitted to the Board of Aldermen for each fiscal year, there can be no assurance that such appropriation will be made by the Board of Aldermen, and the Board of Aldermen is not legally obligated to do so. Additional Bonds. The sole economic test for the issuance of Additional Bonds on a parity with the Series 2017 Bonds is whether the City is willing to commit its annual appropriation obligation to the repayment of the Financing Payments with respect to such Additional Bonds. Additional Bonds may only be issued to refund the Series 2017 Bonds. This means that the City may issue or cause to be issued Additional Bonds on a parity with the Series 2017 Bonds even if the Incremental Tax Revenues are not sufficient to provide for the *Preliminary; subject to change. -24- Financing Payments relating to the Series 2017 Bonds, without regard to the proposed Additional Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Additional Bonds." Changes in Market Conditions. The estimates of the Incremental Tax Revenues used in the City's internal projections are based on the current status of the national and local business economy and assume a future performance of the real estate market similar to the historical performance of such market in the Independence area. However, changes in the market conditions for the City, as well as changes in general economic conditions, could adversely effect the rate of appreciation and/or inflation of the property in the Redevelopment Area and, consequently, the amount of PILOTS and Economic Activity Tax Revenues collected for deposit into the Special Allocation Fund. Sales tax revenues historically have been sensitive to changes in local, regional and national economic conditions. For example, sales tax revenues have historically declined during economic recessions, when high unemployment adversely affects consumption. A decline in general economic conditions could reduce the number and value of taxable transactions and thus reduce the amount of Economic Activity Tax Revenues available for repayment of the Series 2017 Bonds. Appropriation of State Income Tax Revenues. The transfer by the State of State Income Tax Revenues is subject to annual appropriation each year by the General Assembly for the projects approved that year. The Missouri Department of Economic Development (the "DED") currently intends to seek a single, aggregate appropriation for all projects approved that year, unless an applicant requests a specific appropriation for its project. The state appropriation is limited to the amount approved by DED on an annual basis. While it is anticipated that this commitment will be for the term recommended by DED, the General Assembly is not legally bound to either approve the appropriation or continue the appropriation in future years. Lack of PILOTS from Certain Property in Redevelopment Area. The City has granted real property tax abatement for various property in the Redevelopment Area to incentive development. Consequently, such property will not generate PILOTS under the TIF Act during the time that the abatement is in effect. There can be no assurance that the City will not grant real property tax abatement to other businesses which may choose to locate in the Redevelopment Area, and if this occurs such property would not generate PILOTS. Prospective investors should take into account the exemption or possible exemption from real property taxes of certain property in the Redevelopment Area. While the City does currently project that there will be sufficient Incremental Tax Revenues to provide for the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein, there can be no assurance that such projections will be realized. As a consequence, prospective investors should evaluate the likelihood that the City will continue to appropriate moneys sufficient to make the Financing Payments under the Financing Agreement if Incremental Revenues are not sufficient to make the Financing Payments on the Series 2017 Bonds as well as required payments on the Series 2017 Levee District Bonds, Series 2014 Bonds and the Series 2011A Bonds as described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "PLAN OF FINANCING — The Redevelopment Plan" and "BONDOWNERS RISKS" herein. City's Financial Relationship with Argosy Casino In fiscal year 2017, $10,947,642, or approximately 48% of the City's cash receipts came from the Argosy Casino that is located in the Redevelopment Area. The future realization of gaming revenues from the Argosy Casino at similar levels is dependent upon, among other things, changes in the economic conditions with the City and the surrounding Kansas City metropolitan area, which conditions are unpredictable and cannot be determined at this time. There can be no assurance that future gaming revenue will be sufficient to pay debt service on the Series 2017 Bonds or that the City will appropriate gaming revenue for such purpose. *Preliminary; subject to change. -25- In 2012 Hollywood Casino opened in Wyandotte County, Kansas, approximately 15 miles from Argosy Casino. The developer of the Hollywood Casino is Kansas Entertainment, LLC, a joint venture of Penn National Gaming Inc. and International Speedway Corporation (owner of Kansas Speedway). The first phase of the project includes 2,000 slot machines, 64 table games, restaurants and bars. The proposal also included the second Sprint Cup NASCAR race and Grand -Am sports car road course. In the second phase of the project, a 300 -room hotel with convention space is planned, along with an entertainment district featuring more restaurants and nightclubs, expanded gaming floor, and a spa. The casino is one of four state-owned, privately managed casinos in Kansas and is the fifth casino in the Kansas City metropolitan area. Penn National Gaming Inc. also owns the Argosy Casino in the City. The Hollywood Casino is located in the vicinity of a large mixed used development that includes the Kansas Speedway that hosts NASCAR races and other events, a major league soccer stadium, and other significant retail and hotel development that includes Cabelas, Nebraska Furniture Mart and numerous other smaller shops and restaurants. The City's Argosy -related revenue receipts in fiscal year 2015 were $10,485,419, or approximately 50% of City cash receipts. In fiscal year 2016, Argosy -related revenue receipts for the City were $10,964,436, or approximately 48% of City cash receipts. In fiscal years 2012 through 2014, the City's Argosy -related revenue receipts decreased. These decreases could have been due to a variety of factors, including such things as casino customers choosing the newer Hollywood Casino over the Argosy, development of another casino in the Kansas City metropolitan area, a decline in customer demand for gaming services or similar factors. There can be no assurance that the Argosy - related revenue receipts of the City will not decrease again and such factors could have a material adverse effect on the results of operations of the Argosy Casino, which in turn could have a material adverse effect on the gaming revenue available to the City to pay debt service on the Series 2017 Bonds. See "FINANCIAL INFORMATION CONCERNING THE CITY — City's Financial Relationship with Argosy Casino" in Appendix A hereto. Tax Increment Financing Litigation From time to time cases are filed in a Missouri court challenging certain aspects of the TIF Act. Circuit courts in Missouri are trial courts and decisions in those courts are not binding on other Missouri courts. Circuit court decisions, whether favorable or unfavorable with respect to the constitutionality and application of the TIF Act, may be appealed to a Missouri Court of Appeals, and, ultimately, the Missouri Supreme Court. If the plaintiffs are successful in one or more of the currently pending cases, the court's decision may interpret the requirements of the TIF Act in a manner adverse to the establishment of tax increment financing for the Project Area. It is not possible to predict whether an adverse holding in any current or future litigation would prompt a challenge to the adoption of tax increment financing in the Redevelopment Project Area. If current or future litigation challenging all or any part of the TIF Act were to be applied to the adoption of tax increment financing in the Redevelopment Project Area, the TIF Revenues may not be available to pay principal of and interest on the Series 2017 Bonds and the enforceability of the Indenture could be adversely affected. None of the Authority, the City or any other party involved in the issuance and sale of the Series 2017 Bonds can predict or guarantee the outcome of any currently pending or future litigation challenging the constitutionality or the application of the TIF Act or the application by a court of a potential holding in any case to other tax increment projects. Bond Rating There is no assurance that the rating assigned to the Series 2017 Bonds at the time of issuance will not be lowered or withdrawn at any time, the effect of which could adversely affect the market price for and marketability of the Series 2017 Bonds. *Preliminary; subject to change. -26- Enforcement of Remedies The enforcement of the remedies under the Indenture and the Financing Agreement may be limited or restricted by federal or state laws or by the application of judicial discretion, and may be delayed in the event of litigation to enforce the remedies. State laws concerning the use of assets of political subdivisions and federal and state laws relating to bankruptcy, fraudulent conveyances, and rights of creditors may affect the enforcement of remedies. Similarly, the application of general principles of equity and the exercise of judicial discretion may preclude or delay the enforcement of certain remedies. The legal opinions to be delivered with the delivery of the Series 2017 Bonds will be qualified as they relate to the enforceability of the various legal instruments by reference to the limitations on enforceability of those instruments under (1) applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights, (2) general principles of equity, and (3) the exercise of judicial discretion in appropriate cases. Amendment of Indenture Certain amendments to the Indenture and the Financing Agreement may be made without the consent of or notice to the registered Owners of the Series 2017 Bonds. Such amendments may adversely affect the security for the Series 2017 Bonds. LITIGATION The Authority There is not now pending or, to the knowledge of the Authority, threatened any litigation against the Authority seeking to restrain or enjoin the issuance or delivery of the Series 2017 Bonds, or questioning or affecting the validity of the Series 2017 Bonds or the proceedings of the Authority under which they are to be issued, or which in any manner questions the right of the Authority to enter into the Indenture or the Financing Agreement or to secure the Series 2017 Bonds in the manner provided in the Indenture or the Act. The City There is not now pending or, to the knowledge of the City, threatened any litigation against the City seeking to restrain or enjoin the issuance or delivery of the Series 2017 Bonds by the Authority, or questioning or affecting the validity of the Series 2017 Bonds or the proceedings of the Authority under which they are to be issued, or which in any manner questions the right of the Authority's right to enter into the Indenture or the Financing Agreement or to secure the Series 2017 Bonds in the manner provided in the Indenture, the Act or the TIF Act or the City's right to enter into the Financing Agreement. LEGAL MATTERS Certain legal matters incident to the authorization and issuance of the Series 2017 Bonds by the Authority are subject to the approval of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, whose approving opinion will be delivered with the Series 2017 Bonds. Certain legal matters related to this Official Statement will be passed upon by Gilmore & Bell, P.C., Kansas City, Missouri. Certain legal matters will be passed upon for the Underwriter by its counsel, Lewis Rice LLC. Certain legal matters will be passed upon by the City by Spencer Fane Britt & Browne LLP, Special Counsel. Certain legal matters will be passed upon for the Authority by its counsel, Spencer Fane Britt & Browne LLP. *Preliminary; subject to change. -27- TAX MATTERS The following is a summary of the material Federal and State of Missouri income tax consequences of holding and disposing of the Series 2017 Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of Federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of owners subject to special treatment under the Federal income tax laws (for example, dealers in securities or other persons who do not hold the Series 2017 Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Missouri, does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Series 2017 Bonds in the secondary market. Prospective investors are advised to consult their own tax advisors regarding Federal, state, local and other tax considerations of holding and disposing of the Series 2017 Bonds. Opinion of Bond Counsel In the opinion of Gilmore & Bell, P.C., Bond Counsel, under the law existing as of the issue date of the Series 2017 Bonds: Federal and Missouri Tax Exemption. The interest on the Series 2017 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is exempt from income taxation by the State of Missouri. Alternative Minimum Tax. Interest on the Series 2017 Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Bank Qualification. The Series 2017 Bonds have not been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. Bond Counsel's opinions are provided as of the date of the original issue of the Series 2017 Bonds, subject to the condition that the Authority and the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2017 Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Series 2017 Bonds in gross income for federal and Missouri income tax purposes retroactive to the date of issuance of the Series 2017 Bonds. Bond Counsel is expressing no opinion regarding other federal, state or local tax consequences arising with respect to the Series 2017 Bonds but has reviewed the discussion under the heading "TAX MATTERS." Other Tax Consequences Original Issue Discount For Federal income tax purposes, original issue discount ("OID") is the excess of the stated redemption price at maturity of a Series 2017 Bond over its issue price. The issue price of a Series 2017 Bond is the first price at which a substantial amount of the Series 2017 Bonds of that maturity have been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). Under Section 1288 of the Code, OID on tax-exempt bonds accrues on a compound basis. The amount of OID that accrues to an owner of a Series 2017 Bond during any accrual period generally equals (1) the issue price of that Series 2017 Bond, plus the amount of OID accrued in all prior accrual periods, multiplied by (2) the yield to maturity on that Series 2017 Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), minus (3) any interest *Preliminary; subject to change. -28- payable on that Series 2017 Bond during that accrual period. The amount of OID accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for Federal income tax purposes, and will increase the owner's tax basis in that Series 2017 Bond. Prospective investors should consult their own tax advisors concerning the calculation and accrual of OID. Original Issue Premium. If a Series 2017 Bond is issued at a price that exceeds the stated redemption price at maturity of the Bond, the excess of the purchase price over the stated redemption price at maturity constitutes "premium" on that Bond. Under Section 171 of the Code, the purchaser of that Bond must amortize the premium over the term of the Bond using constant yield principles, based on the purchaser's yield to maturity. As premium is amortized, the owner's basis in the Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to the owner. This will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of the Bond prior to its maturity. Even though the owner's basis is reduced, no federal income tax deduction is allowed. Prospective investors should consult their own tax advisors concerning the calculation and accrual of bond premium. Sale, Exchange or Retirement of Series 2017 Bonds. Upon the sale, exchange or retirement (including redemption) of a Series 2017 Bond, an owner of the Series 2017 Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Series 2017 Bond (other than in respect of accrued and unpaid interest) and such owner's adjusted tax basis in the Series 2017 Bond. To the extent the Series 2017 Bonds are held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Series 2017 Bond has been held for more than 12 months at the time of sale, exchange or retirement Reporting Requirements. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on Series 2017 Bonds, and to the proceeds paid on the sale of Series 2017 Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner's federal income tax liability. Collateral Federal Income Tax Consequences. Prospective purchasers of the Series 2017 Bonds should be aware that ownership of the Series 2017 Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, fmancial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with "excess net passive income," foreign corporations subject to the branch profits tax, life insurance companies, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Series 2017 Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Series 2017 Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Series 2017 Bonds, including the possible application of state, local, foreign and other tax laws. RATING S&P Global Rating, a division of S&P Global, Inc. has assigned the Series 2017 Bonds the rating shown on the cover page of this Official Statement. Such rating reflects only the view of Standard & Poor's, and any further explanation of the significance of such rating may be obtained only from the rating agency. The rating does not constitute a recommendation by the rating agency to buy, sell or hold any bonds, including the Series 2017 Bonds. There is no assurance that any rating when assigned to the Series 2017 Bonds will continue for any period *Preliminary; subject to change. -29- of time or that it will not be revised or withdrawn. A revision or withdrawal of the rating when assigned to the Series 2017 Bonds may have an adverse affect on the market price of the Series 2017 Bonds. FINANCIAL STATEMENTS Audited financial statements of the City for the fiscal year ended June 30, 2016 excerpted from the City's Comprehensive Annual Financial Report are included in Appendix B to this Official Statement. These financial statements have been audited by RSM US LLP, independent certified public accountants, to the extent and for the periods indicated in their report which is also included in Appendix B hereto. RSM US LLP has not participated in the preparation of this Official Statement. CONTINUING DISCLOSURE The City will enter into a Continuing Disclosure Agreement with respect to ongoing disclosure which will constitute the written understanding for the benefit of the Owners of the Series 2017 Bonds required by Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). The Continuing Disclosure Agreement will require the filing of certain operating data and audited fmancial statements of the City, and the filing of notice of certain listed events, including bond redemptions, defeasances and rating changes, among others. A summary of the Continuing Disclosure Agreement is included in Appendix C. The City has previously engaged in undertakings similar to the Continuing Disclosure Agreement to provide to the national information repositories (presently, only the MSRB) the audited financial statements of the City and updates of certain operating data of the City. In the past five years, the City has not failed to comply in any material respect with any previous continuing disclosure undertakings to provide annual reports or notices of material events pursuant to the Rule except as follows: Since fiscal year 2012, the City has filed its audited financial statements, but, in each year prior to fiscal year 2014, such filings were made more than 180 days after its fiscal year end, without notice of late filing, in contravention of its existing continuing disclosure undertakings. The City failed to timely file certain required operating data for fiscal years 2012 and 2013. The audited financial statements and operating data that were filed were not always cross referenced by CUSIP number to certain outstanding bond issues. The City may not have filed required event notices relating to bond redemptions, defeasances or rating changes for one of more series of prior bond issues for which it was the "obligated person" in full compliance with its prior continuing disclosure undertakings. The City believes, however, that this information was disseminated or available through other sources. The previously omitted operating data updates were filed with the MSRB on May 6, 2014. These materials are available at www.emma.msrb.org. The Continuing Disclosure Agreement contains procedures for notification of the City which are designed to promote compliance with the City's obligations thereunder with respect to the timeliness and content of annual reports that are to be filed. In 2014, the City entered into a five-year engagement with an outside entity, which entity will assist the City in preparing and submitting the City's annual reports on a timely basis to the MSRB, via EMMA. *Preliminary; subject to change. -30- FINANCIAL ADVISOR Columbia Capital Management, LLC, Overland Park, Kansas, has acted as Financial Advisor to the Authority and the City in connection with the sale of the Series 2017 Bonds. The Financial Advisor is a "municipal advisor" as defined in the Dodd -Frank Wall Street Reform and Consumer Protection Act of 2010. The Financial Advisor has assisted the Authority and the City in the preparation of this Official Statement and in other matters relating to the issuance of the Series 2017 Bonds. The Financial Advisor has not, however, independently verified the factual information contained in this Official Statement. The Financial Advisor will not be a manager or a member of any underwriting group submitting a proposal for the purchase of the Series 2017 Bonds. UNDERWRITING The Series 2017 Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated, St. Louis, Missouri (the "Underwriter"). The Underwriter has agreed to purchase the Series 2017 Bonds pursuant to a Bond Purchase Agreement, dated the date set forth therein, entered into by and among the Authority, the City and the Underwriter (the "Bond Purchase Agreement"). The Bond Purchase Agreement provides that the Underwriter will purchase the Series 2017 Bonds at a purchase price of $ (representing the principal amount of the Series 2017 Bonds [minus/plus] a net bid [premium/discount] of $ ), minus an Underwriter's discount of $ . In addition, the Bond Purchase Agreement provides, among other things, that the Underwriter will purchase all of the Series 2017 Bonds, if any are purchased. The Underwriter reserves the right to join with dealers and other underwriters in offering the Series 2017 Bonds to the public. The City has agreed in the Bond Purchase Agreement to indemnify the Underwriter against certain liabilities to the extent allowed by law. The obligations of the Underwriter to accept delivery of the Series 2017 Bonds are subject to various conditions contained in the Bond Purchase Agreement. CERTAIN RELATIONSHIPS Gilmore & Bell, P.C. is serving as Bond Counsel in connection with the issuance of the Series 2017 Bonds. Gilmore & Bell, P.C. also represents the Underwriter as underwriter's counsel from time to time but has not done so in connection with the Series 2017 Bonds. MISCELLANEOUS The references herein to the Act, the TIF Act, the Indenture, the Financing Agreement and the Continuing Disclosure Agreement are brief outlines of certain provisions thereof and do not purport to be complete. For full and complete statements of the provisions thereof, reference is made to the Act, the TIF Act, the Indenture, the Financing Agreement and the Continuing Disclosure Agreement. Copies of such documents are on file at the offices of the Underwriter and following delivery of the Series 2017 Bonds will be on file at the office of the Trustee. The agreement of the Authority with the Owners of the Series 2017 Bonds is fully set forth in the Indenture, and neither any advertisement of the Series 2017 Bonds nor this Official Statement is to be construed as constituting an agreement with the purchasers of the Series 2017 Bonds. Statements made in this Official Statement involving estimates, projections or matters of opinion, whether or not expressly so stated, are intended merely as such and not as representations of fact. The Cover Page hereof and the Appendices hereto are integral parts of this Official Statement and must be read together with all of the foregoing statements. *Preliminary; subject to change. -31- The execution and delivery of this Official Statement has been duly authorized by the City, and its use has been approved by the Authority. *Preliminary; subject to change. -32- CITY OF RIVERSIDE, MISSOURI By: Mayor APPENDIX A INFORMATION CONCERNING THE CITY OF RIVERSIDE, MISSOURI APPENDIX B FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2016 APPENDIX C DEFINITIONS OF WORDS AND TERMS AND SUMMARIES OF CERTAIN LEGAL DOCUMENTS APPENDIX D FORM OF OPINION OF BOND COUNSEL The Industrial Development Authority of the City of Riverside, Missouri Riverside, Missouri UMB Bank, N.A., as Trustee Kansas City, Missouri City of Riverside, Missouri Stifel Nicolaus & Company, Incorporated Riverside, Missouri St. Louis, Missouri Re: $ The Industrial Development Authority of the City of Riverside, Missouri City of Riverside, Missouri Special Obligation Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017 We have acted as Bond Counsel to The Industrial Development Authority of the City of Riverside, Missouri (the "Authority") of the above -referenced bonds (the "Bonds"). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. The Bonds are issued under Chapter 349 of the Revised Statutes of Missouri (the "Act"), and a Bond Trust Indenture dated as of November 1, 2017 (the "Indenture"), between the Authority and UMB Bank, N.A., as trustee (the "Trustee"). Capitalized terms used and not otherwise defined in this opinion have the meanings assigned in the Indenture. Regarding questions of fact material to our opinion, we have relied on representations of the Authority and the City of Riverside, Missouri (the "City") contained in the Financing Agreement and the Tax Compliance Agreement and certified proceedings and other certifications of the Authority, the City and others furnished to us, without undertaking to verify them by independent investigation. We have also relied on the legal opinion of Spencer Fane Britt & Browne LLP, Special Counsel to the City, dated the date of this opinion, regarding certain matters, including (a) the corporate status and due organization of the City, (a) the power of the City to enter into and perform its obligations under the Financing Agreement and the Tax Compliance Agreement, and (b) the due authorization, execution and delivery of the Financing Agreement and the Tax Compliance Agreement by the City and the binding effect and enforceability of those documents against the City. Based on and subject to the foregoing, we are of the opinion, under existing law, as follows: 1. The Authority is validly existing as a body corporate and politic and public instrumentality under the laws of the State of Missouri (the "State"), including particularly the Act, with lawful power and authority to issue the Bonds and to enter into and perform its obligations under the Indenture, the Financing Agreement and the Tax Compliance Agreement. 2. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and legally binding special, limited obligations of the Authority. 3. The Bonds are payable solely from, and secured by a valid and enforceable pledge and assignment of the Trust Estate, all in the manner provided in the Indenture. The Bonds do not constitute an indebtedness of the State or of any political subdivision of the State within the meaning of any constitutional or statutory provision or limitation and do not constitute a pledge of the full faith and credit of the State or of any political subdivision of the State. The issuance of the Bonds will not, directly, indirectly or contingently, obligate the State or any political subdivision of the State to levy any form of taxation or to make any appropriation for the payment of the Bonds. 4. The Indenture, the Financing Agreement and the Tax Compliance Agreement have been duly authorized, executed and delivered by the Authority and are valid and legally binding agreements of the Authority enforceable against the Authority. 5. The interest on the Bonds (including any original issue discount properly allocable to an owner of a Bond) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph is subject to the condition that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. 6. The interest on the Bonds is exempt from income taxation by the State. We express no opinion regarding (a) the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement), (b) the perfection or priority of the lien on the Trust Estate pledged under the Indenture, or (c) federal or state tax consequences arising with respect to the Bonds, other than as expressly set forth in this opinion. The rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture, the Financing Agreement and the Tax Compliance Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. Very truly yours, LR DRAFT: September 1, 2017 BOND PURCHASE AGREEMENT The Industrial Development Authority of the City of Riverside Missouri $[ ] Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 [October ], 2017 The Industrial Development Authority of the City of Riverside, Missouri Riverside, Missouri City of Riverside, Missouri Riverside, Missouri Ladies and Gentlemen: On the basis of the representations, warranties and covenants and upon the terms and conditions contained in this Bond Purchase Agreement ("Agreement"), the undersigned, Stifel, Nicolaus & Company, Incorporated (the "Purchaser"), hereby offers to purchase $[ ] aggregate principal amount of Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project), Series 2017 (the "Bonds"), to be issued by The Industrial Development Authority of the City of Riverside, Missouri (the "Authority") under and pursuant to a Bond Trust Indenture dated as of [November] 1, 2017 (the "Indenture"), between the Authority and UMB Bank, N.A., as Trustee (the "Trustee"). All capitalized terms not defined elsewhere in this Agreement shall have the meanings set forth in the Indenture. Section 1. Representations, Warranties and Agreements. A. Authority. By acceptance hereof, the Authority hereby represents and warrants to, and agrees with, the Purchaser as follows: (a) The Authority is an industrial development authority duly organized and existing under the laws of the State of Missouri (the "State") including Chapter 349 of the Revised Statutes of Missouri, as amended (the "Act"), to issue revenue bonds for the purpose of providing funds to finance and refinance the costs of certain "projects" as defined in the Act and to pay certain costs related to the issuance of such revenue bonds, with lawful power and authority to enter into the Indenture acting by and through its duly authorized officers and to issue the Bonds as contemplated hereunder. (b) The Authority has complied with all provisions of the Constitution and the laws of the State, including the Act, and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Indenture, the Financing Agreement dated as of [November] 1, 2017 (the "Financing Agreement"), between the Authority and the City of Riverside, Missouri (the "City"), the Tax Compliance Agreement dated as of [November] 1, 2017 (the "Tax Compliance Agreement") among the Authority, the City and the Trustee, the Escrow Letter of Instructions to be dated the Closing Date (as hereinafter defined) 2143252.3 from the City and the Authority to the Trustee (the "Escrow Agreement") and any and all other agreements relating thereto. (c) This Bond Purchase Agreement, the Indenture, the Financing Agreement, the Escrow Agreement and the Tax Compliance Agreement, when executed and delivered by the Authority, will be the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies. (d) The information contained in the Official Statement (as hereinafter defined) relating to the Authority is and as of the Closing Time (as hereinafter defined) will be, true and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information relating to the Authority contained in the Preliminary Official Statement related to the Bonds dated [October _], 2017 (the "Preliminary Official Statement"), as of its date, was true and did not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (e) The Authority has duly authorized all necessary action to be taken by it for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture and the Official Statement relating to the Bonds (the "Official Statement"); (ii) the execution and delivery of the Indenture providing for the issuance of and security for the Bonds (including the pledge and assignment by the Authority of the payments to be received pursuant to the Financing Agreement sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds) and appointing the Trustee as trustee, paying agent and bond registrar under the Indenture; (iii) the approval of the Official Statement; (iv) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Indenture, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Authority in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; and (v) the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Indenture, the Financing Agreement, the Escrow Agreement and the Official Statement. Executed counterparts of the Indenture, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and the Official Statement will be delivered to the Purchaser by the Authority at the Closing Time. (0 There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Authority, threatened against or affecting the Authority (or, to its knowledge, any basis therefor) (i) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Indenture, the Financing Agreement, the Escrow Agreement or the Official Statement or the validity of the Bonds, the Indenture, this Bond Purchase Agreement, the Financing Agreement, the Escrow Agreement or any agreement or instrument to which the Authority is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Indenture, the Financing Agreement, the Escrow Agreement or the Official Statement, (ii) wherein an unfavorable decision, ruling or finding would adversely affect the ability of the Authority to perform its duties with respect to the Bonds and the security for their repayment, or (iii) which would otherwise be relevant and material to the making of an investment decision with respect to the Bonds. 2 (g) The execution and delivery of the Official Statement, this Bond Purchase Agreement, the Bonds, the Indenture, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and the other agreements contemplated hereby and by the Indenture, the Financing Agreement, the Escrow Agreement and the Official Statement, and compliance with the provisions thereof, will not conflict with or constitute on the part of the Authority, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Authority is subject or by which the Authority is or may be bound. (h) The Authority has received all licenses, permits or other regulatory approvals (if any) to execute the Official Statement, this Bond Purchase Agreement, the Indenture, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and the other agreements contemplated hereby and by the Indenture and the Official Statement and to perform its obligations hereunder and thereunder and the Authority is not in material default, and no event has occurred which would constitute or result in a material default under, any such licenses, permits or approvals. (i) Any certificate signed by any of the authorized officials of the Authority and delivered to the Purchaser shall be deemed a representation and warranty by the Authority to the Purchaser as to the statements made therein. (j) The Authority will deliver or cause to be delivered all opinions, certificates and other documents, as provided herein, including, but not limited to, an opinion of its counsel dated as of the Closing Date (as hereinafter defined) covering, among other things, the due authorization, execution and delivery by the Authority of this Bond Purchase Agreement, the Indenture, the Financing Agreement, the Escrow Agreement and the Tax Compliance Agreement. (k) The Authority agrees to reasonably cooperate with the Purchaser in any endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States as the Purchaser may request; provided, however, that the Authority shall not be required with respect to the offer or sale of the Bonds, or otherwise, to file written consent to suit or to file written consent to service of process in any jurisdiction. The Authority consents to the use of drafts of the Preliminary Official Statement, the Preliminary Official Statement and drafts of the Official Statement prior to the availability of the Official Statement by the Purchaser in obtaining such qualifications, subject to the right of the Authority to withdraw such consent for cause by written notice to the Purchaser. (1) No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute an "event of default" under and as defined in the Indenture, the Financing Agreement, the Escrow Agreement or the Tax Compliance Agreement. B. City. By acceptance hereof the City hereby represents and warrants to, and agrees with, the Purchaser that: (a) The City is a fourth class city and political subdivision of the State. (b) The City has complied with all provisions of the Constitution and the laws of the State, and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Indenture, the Financing Agreement, the Escrow Agreement, the Continuing Disclosure Agreement dated as of [November] 1, 2017 between the City and UMB 3 Bank, N.A. as dissemination agent (the "Continuing Disclosure Agreement") and any and all other agreements relating thereto. (c) This Bond Purchase Agreement, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and the Continuing Disclosure Agreement, when executed and delivered by the City, will be the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies. (d) The information contained in the Official Statement relating to the City is and as of the Closing Time will be, true and accurate and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information relating to the City contained in the Preliminary Official Statement, as of its date, was true and did not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (e) The City has duly authorized all necessary action to be taken by the City for (i) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement, the Continuing Disclosure Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the City in order to carry out, give effect to and consummate the transactions contemplated hereby or by the Official Statement; and (ii) the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Official Statement. Executed counterparts of the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and the Continuing Disclosure Agreement will be delivered to the Purchaser by the City at the Closing Time. (f) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the City, threatened against or affecting the City (or, to its knowledge, any basis therefor) (i) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Indenture and the Official Statement or the validity of the Bonds, the Indenture, this Bond Purchase Agreement or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Indenture, the Financing Agreement, the Escrow Agreement, the Continuing Disclosure Agreement, the Tax Compliance Agreement and the Official Statement, (ii) wherein an unfavorable decision, ruling or finding would adversely affect the ability of the City to perform its duties with respect to the Bonds and the security for their repayment, or (iii) which would otherwise be relevant and material to the making of an investment decision with respect to the Bonds. (g) The execution and delivery of this Bond Purchase Agreement, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement, the Continuing Disclosure Agreement and the other agreements contemplated hereby and by the Indenture and the Official Statement, and compliance with the provisions thereof, do not and will not conflict with or constitute on the part of the City a violation, a breach of or a default under the organizational documents of the City or any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the City is subject or by 4 which the City is or may be bound and no approval or other action by any governmental authority or agency is required in connection therewith. (h) The City has received all licenses, permits or other regulatory approvals (if any) to execute this Bond Purchase Agreement, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement, the Continuing Disclosure Agreement and the other agreements contemplated hereby and by the Indenture and the Official Statement and to perform its obligations hereunder and thereunder and the City is not in material default, and no event has occurred which would constitute or result in a material default under, any such licenses, permits or approvals. (i) The financial statements of the City included as Appendix [B] to the Preliminary Official Statement and the Official Statement present fairly the financial position of the City as of the dates indicated and the results of its operations for the periods specified in all material respects for the periods involved except as stated in the notes thereto. The City has not since June 30, 2016 incurred any material liabilities and since such date there has been no material adverse change in the financial position of the City or the operation by the City of its property other than as may be set forth in the Preliminary Official Statement and the Official Statement. (j) Any certificate signed by any of the authorized officials of the City and delivered to the Purchaser shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein. (k) The City will deliver or cause to be delivered all opinions, certificates and other documents, as provided herein, including, but not limited to, an opinion of its counsel dated as of the Closing Date covering, among other things, the due authorization, execution and delivery by the City of this Bond Purchase Agreement, the Financing Agreement, the Escrow Agreement, the Tax Compliance Agreement and the Continuing Disclosure Agreement. The City covenants and agrees to enter into the Continuing Disclosure Agreement as a written agreement constituting an undertaking to provide ongoing disclosure for the benefit of the Bondholders on or before the date of delivery of the Bonds as required by paragraph (b)(5)(i) of the Rule 15c2-12 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Rule"), which Continuing Disclosure Agreement shall be for the benefit of the Purchaser and the beneficial owners of the Bonds, and in the form as attached to the Official Statement. (1) The City is currently in compliance with each and every undertaking previously entered into by it pursuant to the Rule. In the past five years, the City has not failed to be in full compliance with each and every undertaking previously entered into by it pursuant to the Rule, except as set forth in the Official Statement under the heading ["CONTINUING DISCLOSURE"]. Such failures, and the corrective actions undertaken by the City with respect to correction of certain such failures, are fully and accurately described under the heading ["CONTINUING DISCLOSURE"] in the Official Statement. (m) The City agrees to reasonably cooperate with the Purchaser in any endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States as the Purchaser may request; provided, however, that the City shall not be required with respect to the offer or sale of the Bonds, or otherwise, to file written consent to suit or to file written consent to service of process in any jurisdiction. The City consents to the use of drafts of the Preliminary Official Statement, the Preliminary Official Statement and drafts of the Official Statement prior to the availability of the Official Statement by the Purchaser in obtaining such qualifications, subject to the right of the City to withdraw such consent for cause by written notice to the Purchaser. 5 (n) The City has not defaulted in payment of principal or interest on any securities issued by the City and has not failed to make an annual appropriation of amounts necessary to pay the principal of or interest on any other bonds or other obligations of the City with respect to which it has made any annual appropriation covenants. (o) No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute an "event of default" under and as defined in the Financing Agreement or the Tax Compliance Agreement. Section 2. Purchase, Sale and Delivery of the Bonds On the basis of the representations, warranties and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the Authority and the Authority agrees to sell to the Purchaser the Bonds at a purchase price of $[ ] (which represents an underwriters' discount of $[ ], [plus [net] original issue premium of $ )], [less [net] original issue discount of $ ]. The Purchaser intends to make an initial bona fide public offering (excluding bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) of all of the Bonds at the prices set forth in Schedule 1 and as described in the Official Statement; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the City and the Authority of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Delivery of the Bonds shall be made in New York, New York, at the Closing Time, to the Purchaser through the facilities of The Depository Trust Company in New York, New York ("DTC"). Payment for the Bonds shall be made by the Purchaser by wire transfer of federal funds payable to the Trustee for the account of the City not later than 11:00 A.M., Central Time, on [November ,] 2017, or at such other time and date as shall be mutually agreed upon by the City, the Authority and the Purchaser. Except for purposes of delivery of the Bonds to the Purchaser, the Closing shall take place in the offices of Gilmore & Bell, P.C., 2405 Grand Boulevard, Suite 1100, Kansas City, Missouri 64108. The delivery of and payment for the Bonds are herein called the "Closing". The date of such delivery and payment is herein called the "Closing Date," and the hour and date of such delivery and payment is herein called the "Closing Time". The Bonds shall be delivered to DTC or its representative at least one business day prior to the Closing Date in the form of one fully registered bond per maturity as set forth in the Indenture. The Authority or its agents shall authorize the Trustee to release or authorize the release of the Bonds on the Closing Date upon receipt of payment for Bonds as aforesaid. In addition, the City, the Authority and the Purchaser agree that there shall be a preliminary closing held at the same place as the Closing, commencing at least one business day prior to the Closing Date. In connection with such offering and sale of the Bonds, the Bonds may be offered and sold to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by the Purchaser, at prices lower than the initial offering price or prices set forth in the Official Statement. The Purchaser also reserves the right to (i) over -allot or effect transactions which stabilize or maintain the market price or prices of the Bonds at levels above those which might otherwise prevail in the open market and (ii) discontinue such stabilizing, if commenced, at any time without prior notice. 6 The City and the Authority acknowledge and agree that: (i) the primary role of the Purchaser is to purchase the Bonds for resale to investors in an arm's length commercial transaction among the City, the Authority and the Purchaser and that the Purchaser has financial and other interests that differ from those of the City and the Authority; (ii) the Purchaser is acting solely as a principal and not as a municipal advisor (within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), financial advisor or fiduciary to the City or the Authority and has not assumed any advisory or fiduciary responsibility to the City or the Authority with respect to this Bond Purchase Agreement, the offering of the Bonds and the discussions, undertakings and procedures leading thereto (irrespective of whether the Purchaser, or any affiliate of the Purchaser, has provided other services or is currently providing other services to the City or the Authority on other matters); (iii) the only obligations the Purchaser has to the City and the Authority with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (iv) the City and the Authority have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they have deemed appropriate. The Purchaser agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an "issue price" or similar certificate (the "Issue Price Certificate"), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Purchaser, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. The Authority will treat the first price or prices at which 10% of each maturity of the Bonds (the "10% Test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Agreement, the Purchaser shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Purchaser agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. This reporting obligation shall continue, whether or not the Closing has occurred, until the 10% Test has been satisfied as to the Bonds of that maturity (or, if applicable, each separate CUSIP number within such maturity subject to the 10% Test). In addition, if the 10% Test has not been satisfied with respect to any maturity of the Bonds prior to Closing, then the Purchaser agrees that it will provide the Authority with a representation as to the price or prices, as of the date of Closing, at which the Purchaser reasonably expects to sell the remaining Bonds of such maturity. The Purchaser confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Purchaser that the 10% Test has been satisfied as to the Bonds of that maturity. The Purchaser acknowledges that sales of any Bonds to any person that is a related party to the Purchaser shall not constitute sales to the public for purposes of this section. Further, for purposes of the above: (a) "public" means any person other than an underwriter or a related party, (b) "underwriter" means (i) any person that agrees pursuant to a written contract with the District to participate in the initial sale of the Bonds to the public and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) to 7 participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), (c) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (d) "sale date" means the date of execution of this Agreement by each party. Section 3. Conditions to the Purchaser's Obligations The Purchaser's obligations hereunder shall be subject to the due performance by the Authority and the City of their obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with the Authority's and the City's representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: (a) Within seven business days after the date of this Agreement, the Authority shall provide to the Purchaser sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of Rule 15c2 -12(b)(4) of the Commission under the Exchange Act, and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board (the "MSRB"). The City and the Authority hereby consent to the filing by the Purchaser of the Official Statement with the Electronic Municipal Market Access ("EMMA") system of the Municipal Securities Rulemaking Board (the "MSRB"). If an amended Official Statement is prepared during the "primary offering disclosure period," and if required by any applicable Commission or MSRB rule, the Purchaser also shall make the required filings of the amended Official Statement. The City and the Authority shall provide the Purchaser with the information necessary to complete MSRB Form G-32 for all filings to be made in connection with the transactions contemplated by this Bond Purchase Agreement. The Preliminary Official Statement and the Official Statement may be delivered in printed and a "designated electronic format" as defined in the MSRB's Rule G-32 and as may be agreed by the City, the Authority and the Purchaser. If the Official Statement has been prepared in electronic form, the City and the Authority hereby confirm that they do not object to distribution of the Official Statement in electronic form. (b) No tombstone or other advertisement of the sale of the Bonds by the Purchaser shall be published, unless such tombstone or other advertisement is submitted first to the Authority and the City, and the Authority and the City approve such tombstone or other advertisement in writing, which approval shall not be unreasonably withheld. (c) The Bonds, the Indenture, the Financing Agreement, the Escrow Agreement and the Continuing Disclosure Agreement shall have been duly authorized, executed and delivered in the form heretofore approved by the Purchaser with only such changes therein as shall be mutually agreed upon by the Authority, the Purchaser and the City. (d) At the Closing Time, the Purchaser shall receive: 8 (1) The opinions in form and substance satisfactory to the Purchaser, dated as of the Closing Date, of (aa) Gilmore & Bell, P.C., bond counsel ("Bond Counsel"), in the form attached to the Official Statement; (bb) the supplemental opinion of Bond Counsel in substantially the form attached as Exhibit B hereto; (cc) the City's counsel, in substantially the form attached as Exhibit C hereto; (cc) the Authority's counsel, in substantially the form attached as Exhibit D hereto; and (dd) Lewis Rice LLC, Purchaser's counsel, in substantially the form attached as Exhibit E hereto; (2) A certificate, in form and substance satisfactory to the Purchaser, of the President of the Authority or of any other of its duly authorized officers satisfactory to the Purchaser, dated as of the Closing Date; (3) A certificate, in form and substance satisfactory in form and substance to the Purchaser, of the City, dated as of the Closing Date; (4) A copy of the Ordinance passed by the City which (aa) approves the Official Statement, (bb) authorizes the execution and delivery of this Agreement, the Financing Agreement, the Tax Compliance Agreement, the Escrow Agreement, the Continuing Disclosure Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the City in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement and (cc) authorizes the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Official Statement; (5) A copy of the Resolution passed by the Authority which (aa) approves the Official Statement, (bb) authorizes the execution and delivery of this Agreement, the Indenture, the Financing Agreement, the Tax Compliance Agreement, the Escrow Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Authority in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement and (cc) authorizes the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Official Statement; (6) Executed counterparts of the Indenture, the Financing Agreement, the Tax Compliance Agreement, the Escrow Agreement and the Continuing Disclosure Agreement; (7) (8) (9) Specimens of the Bonds; DTC's Blanket Letter of Representations; IRS Form 8038-G to be filed with the IRS; (10) Evidence from Standard & Poor's Ratings Services that the Bonds have been rated "[]"; and (11) Such additional certificates and other documents as the Purchaser may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Indenture, the Financing Agreement, the Escrow Agreement and the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Purchaser. Section 4. Conditions to the Obligations of the Authority and the City The obligations of the Authority and the City hereunder are subject to the Purchaser's performance of its obligations hereunder. Section 5. Purchaser's Right to Cancel The Purchaser shall have the right to cancel its obligations hereunder to purchase the Bonds (such cancellation shall not constitute a default for purposes of Section 7 hereof) by notifying you in writing or by facsimile of its election to make such cancellation prior to the Closing Time, if at any time prior to the Closing Time: (a) the market price or marketability of the Bonds, or the ability of the Purchaser to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: (i) Legislation shall be enacted or for the first time actively considered for enactment by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's cabinet, or a decision shall have been rendered by a federal court of the United States, a State court or the United States Tax Court, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States, the IRS or other federal or State authority with appropriate jurisdiction, with respect to federal or State taxation upon interest or other income to be derived by the Authority pursuant to the Indenture, or upon interest on the Bonds or securities of the general character of the Bonds; or (ii) There shall have occurred a formal declaration of national emergency or war or engagement in military conflict or hostilities whether conventional, nuclear and/or biological, by the United States or by other sovereign state or states against the United States or the occurrence of any military conflict or hostilities whether conventional, nuclear and/or biological, involving the United States without the benefit of a formal declaration of war by the United States or any conflict involving the armed forces of the United States shall have escalated beyond the level of such conflict as of the date hereof, or the occurrence of any acts of terrorists or attacks by terrorists within or outside of the borders of the United States which would cause the effective operation of the government of the United States to cease or which would cause the Purchaser to be unable to carry on their regular business; or the occurrence of any other national emergency or calamity, including natural disasters or a downgrade in the sovereign debt rating of the United States by any major credit rating agency or a payment default on United States Treasury obligations, which would cause the effective operation of the government of the United States to cease or which would cause the Purchaser to be unable to carry on its regular business; or (iii) There shall be in force a general suspension of trading or material limitation on the New York Stock Exchange or another major exchange, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for 10 prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Commission or any other governmental authority having jurisdiction; or (iv) Legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the Commission or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds, the Indenture, or any comparable securities of the Authority or the City are not exempt from registration, qualification or other requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Trust Indenture Act of 1939, as amended, or otherwise, or would be in violation of any provisions of the federal securities laws; or (v) Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Authority shall have occurred; or (vi) Any rating on any bonds or other obligations of the City is reduced or withdrawn; or (b) Any fact, event or circumstance shall exist that either makes untrue or incorrect any statement or information contained in the Official Statement as then amended or supplemented (other than any statement provided by the Purchaser) or is not reflected in the Official Statement as then amended or supplemented, but should be reflected therein in order to make the statements and information contained therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the City or the Authority refuses to permit the Official Statement to be supplemented or corrected in a form and manner approved by the Purchaser or supply such statement or information or if such supplement or correction would, in the opinion of the Purchaser, materially adversely affect the market for the Bonds or the ability of the Purchaser to enforce contracts for the sale of the Bonds at the contemplated offering prices; or (c) A general banking moratorium shall have been declared by federal, State or State of New York authorities and be in force; or (d) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (e) Other action or events shall have occurred or transpired, any of which has the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith, or that securities of the general character of the Bonds shall not be exempt from registration under the Securities Act; or (f) There shall have occurred since June 30, 2016, any material adverse change in the affairs of the City from that reflected in the financial statements of the City provided to the Purchaser in connection with the Bonds, not otherwise disclosed to the Purchaser or in the Official Statement; or 11 (g) Any representation of the City or the Authority contained in this Bond Purchase Agreement shall prove to be or to have been false in any material respect; or (h) Litigation or an administrative proceeding or investigation shall be pending or threatened affecting, contesting, questioning or seeking to restrain or enjoin (i) the issuance or delivery of any of the Bonds or the payment, collection or application of the proceeds of the Bonds or of other moneys or securities pledged or to be pledged under the Indenture, (ii) the validity of the Bonds, (iii) the validity of any of the documents entered into in connection with the transactions contemplated by the Official Statement or any proceedings taken by the City or the Authority with respect to any of the foregoing, (iv) the City's or the Authority's creation, organization or existence or the titles to office of any members of the City or the Authority or officers or its power to engage in any of the transactions contemplated by the Official Statement, (v) the organization or existence of the Authority, or (vi) the legal power or authority of the Authority or the City to enter into and engage in any of the transactions contemplated by this Agreement. Upon the cancellation of this Agreement by the Purchaser, all obligations of the City, the Authority and the Purchaser under this Agreement shall terminate, without further liability, except that the City, the Authority and the Purchaser shall pay their respective expenses as set forth in Section 7 of this Agreement. Section 6. Representations, Warranties and Agreements to Survive Delivery All of the Authority's and the City's representations, warranties, and agreements shall remain operative and in full force and effect, regardless of any investigations made by the Purchaser on its own behalf, and shall survive delivery of the Bonds to the Purchaser. Section 7. Payment of Expenses Whether or not the Bonds are sold by the Authority to the Purchaser (unless such sale be prevented at the Closing Time by the Purchaser's default), the Purchaser shall be under no obligation to pay any expenses incident to the performance of the obligations of the Authority and the City hereunder. If the Bonds are sold by the Authority to the Purchaser, all expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds (including, without limitation, the fees and disbursements of Gilmore & Bell, P.C., as Bond Counsel, the fees and disbursements of the Purchaser in connection with the offering and sale of the Bonds (including the fees of Purchaser's counsel) and the expenses and costs for the preparation, printing, photocopying, execution and delivery of the Bonds, the Official Statement, this Bond Purchase Agreement and all other agreements and documents contemplated hereby) shall be paid by the Authority out of the proceeds of the Bonds. If the Bonds are not sold by the Authority to the Purchaser (unless such sale be prevented at the Closing Time by the Purchaser's default), all such expenses and costs shall be paid by the City. Section 8. Use of Official Statement The Authority hereby ratifies and consents to the distribution and use by the Purchaser on or before the date hereof, in connection with the public offering of the Bonds of the Preliminary Official Statement, which Preliminary Official Statement the Authority represents and warrants has been "deemed final" by the Authority for the purposes of the Rule as of the date thereof, except for such omissions as permitted by the Rule. 12 Section 9. Agreement to Notify Underwriter of Need to Supplement or Amend Official Statement If at any time prior to the earlier of (i) receipt of notice from the Purchaser that the final Official Statement is no longer required to be delivered under the Rule or (ii) 90 days after the "end of the underwriting period," (as such term is defined in the Rule), but in no case less than twenty-five (25) days following such end of the underwriting period, any event occurs as a result of which the Official Statement might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Authority or the City, as applicable, shall promptly notify the Purchaser in writing of such event. If in the opinion of the Purchaser, such event requires the preparation and publication of an amendment or supplement to the Official Statement, the City agrees, at its expense, to promptly prepare an appropriate amendment or supplement thereto (and file, or cause to be filed, the same with EMMA and mail such amendment or supplement to each record owner of the Bonds) so that the statements in the Official Statement as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner approved by the Purchaser. Section 10. Notice Any notice or other communication to be given under this Agreement may be given by mailing or delivering the same in writing to The Industrial Development Authority of the City of Riverside, Missouri, 2950 NW Vivion Road Riverside, Missouri 64150; to the City, City Hall, 2950 NW Vivion Road Riverside, Missouri 64150, Attention: City Attorney; and any notice or other communication to be given to the Purchaser under this Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Financial Plaza, 501 North Broadway, 8th Floor, St. Louis, Missouri 63102, Attention: Peter Czajkowski. Section 11. Applicable Law; Nonassignability This Agreement shall be governed by the laws of the State. This Agreement shall not be assigned. Section 12. Execution of Counterparts This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Section 13. Rights Hereunder This Agreement is made for the benefit of the Authority, the City and the Purchaser and no other person including any purchaser of the Bonds shall acquire or have any rights hereunder or by virtue hereof. Section 14. Transaction Conducted by Electronic Means. The transactions provided in this Agreement may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be authentic and valid counterpart of such original documents for all purposes, including the filing of any claim, action, or suit in the appropriate court of law 13 Section 15. Effective Date This Agreement shall become effective upon acceptance hereof by the Authority and the City. [Signatures begin on following page] 14 IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase Agreement, all as of the day and year first above mentioned. Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Name: Title: S-1 Accepted and agreed to as of the date first above written. CITY OF RIVERSIDE, MISSOURI By: Name: Kathleen L. Rose Title: Mayor THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI By: Name: Title: S-2 SCHEDULE 1 TO THE BOND PURCHASE AGREEMENT Maturities and Interest Rates Serial Bonds Maturity Principal Interest May 1 Amount Rate Price Yield CUSIP % [**Term Bonds**] Maturity Principal Interest May 1 Amount Rate Price 20 $ Redemption EXHIBIT A TO THE BOND PURCHASE AGREEMENT Form of Issue Price Certificate The Industrial Development Authority of the City of Riverside Missouri $[ Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 The undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds"). 1. Purchase Contract. On [October ], 2017 (the "Sale Date"), the Underwriter and the Issuer executed a Purchase Contract (the "Purchase Contract") in connection with the sale of the Bonds. The Underwriter has not modified the Purchase Contract since its execution on the Sale Date. 2. Price. (a) As of the date of this Certificate, for each [Maturity] [of the Maturities] of the Bonds, the first price or prices at which at least 10% of [each] such Maturity of the Bonds was sold to the Public (the "10% Test") are the respective prices listed in Schedule A attached hereto. (b) [** With respect to each of the Maturities of the Bonds: (i) As of the date of this Certificate, the Underwriter has not sold at least 10% of the Bonds of these Maturities at any price or prices. (ii) As of the date of this Certificate, the Underwriter reasonably expects that the first sale to the Public of Bonds of these Maturities will be at or below the respective price or prices listed on the attached Schedule A as the "Reasonably Expected Sale Prices for Undersold Maturities." (iii) The Underwriter will provide actual sales information (substantially similar to the information contained on Schedule B) as to the price or prices at which the first 10% of each such Maturity (i.e., the Undersold Maturity or Maturities) is sold to the Public. (iv) On the date the 10% Test is satisfied with respect to all Maturities of the Bonds, the Underwriter will execute a supplemental certificate substantially in the form attached hereto as Schedule C with respect to any remaining Maturities for which the 10% Test has not been satisfied as of the Closing Date.**] 3. Defined Terms. (a) "Issuer" means the City of Poplar Bluff, Missouri. (b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) "Underwriter"means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Agreement of the Issuer dated [closing date] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: [Closing Date] STIFEL, NICOLAUS & COMPANY, INCORPORATED By: [Title] By: [Title] A-2 SCHEDULE A TO ISSUE PRICE CERTIFICATE Actual Sales Information as of Closing Date Maturity/CUSIP Coupon Date Sold Time Sold Par Amount Sale Price [**Reasonably Expected Sales Prices for Undersold Maturities as of Closing Date Maturity/CUSIP Coupon Par Amount Offering Prices **I A-3 [**SCHEDULE B TO ISSUE PRICE CERTIFICATE Actual Sales for Undersold Maturities as of the Closing Date Maturity/CUSIP Date Sold Time Sold Par Amount Sale Price *1 A-4 [**SCHEDULE C TO ISSUE PRICE CERTIFICATE FORM OF SUPPLEMENTAL ISSUE PRICE CERTIFICATE The Industrial Development Authority of the City of Riverside Missouri $[ Industrial Development Revenue Refunding Bonds (Riverside Horizons Infrastructure Project) Series 2017 The undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds"). 1. Issue Price. (a) The Underwriter sold at least 10% of the Maturities of the Bonds to the Public at the price or prices shown on the Issue Price Certificate dated as of the Closing Date (the "10% Test"). With respect to each of the Maturities of the Bonds, the Underwriter had not satisfied the 10% Test as of the Closing Date (the "Undersold Maturities"). (b) As of the date of this Supplemental Certificate, the Underwriter has satisfied the 10% Test with respect to the Undersold Maturities. The first price or prices at which at least 10% of each such Undersold Maturity was sold to the Public are the respective prices listed on Exhibit A attached hereto. 2. Defined Terms. (a) "Issuer" means the City of Poplar Bluff, Missouri. (b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned A-5 understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Agreement of the Issuer dated [closing date] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: STIFEL, NICOLAUS & COMPANY, INCORPORATED By: [Title] By: [Title] A-6 EXHIBIT A TO SUPPLEMENTAL ISSUE PRICE CERTIFICATE Maturity/CUSIP Coupon Date Sold Time Sold Par Amount Sale Price A-7 EXHIBIT B TO THE BOND PURCHASE AGREEMENT Form of Bond Counsel Opinion EXHIBIT C TO THE BOND PURCHASE AGREEMENT Form of City Counsel Opinion EXHIBIT D TO THE BOND PURCHASE AGREEMENT Form of Authority Counsel Opinion EXHIBIT E TO THE BOND PURCHASE AGREEMENT Form of Purchaser Counsel Opinion