TAX CUSTODY AND DEPOSITORY AGREEMENT

by and between

CITY OF ATLANTA

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Tax Custodian

Dated as of __________ 1, 2018

Westside TAD – Tax Custody Agreement

 TABLE OF CONTENTS

1. Establishment of Special Fund; Deposit of Funds. ..............................................................3

2. Application of Funds in the Special Fund............................................................................4
3. Investment of Funds. ............................................................................................................4
4. Duties and Liability of Tax Custodian. ................................................................................5
5. Compensation and Expenses of Tax Custodian. ..................................................................7
6. Evidence Upon Which Tax Custodian May Act..................................................................7
7. Resignation and Replacement of Tax Custodian. ................................................................7
8. Benefit of Agreement; Amendment. ....................................................................................8
9. Disposition of Balance in Special Fund. ..............................................................................8
10. Notices. ................................................................................................................................8
11. Successors and Assigns......................................................................................................10
12. Termination. .......................................................................................................................10
13. Role of City. .......................................................................................................................10
14. Counterparts. ......................................................................................................................10
15. Governing Law. .................................................................................................................10
16. Waiver of Attorneys’ Fees Statute. ....................................................................................10

Exhibit A - Permitted Investments

(i)
 THIS TAX CUSTODY AND DEPOSITORY AGREEMENT (this “Agreement”),
dated as of __________ 1, 2018, is made by and between the CITY OF ATLANTA, a
municipal corporation of the State of Georgia (the “City”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as tax custodian hereunder (the “Tax Custodian”);

WITNESSETH:

WHEREAS, the City is a municipal corporation of the State of Georgia and a “political
subdivision” as defined in Chapter 44 of Title 36 of the Official Code of Georgia Annotated,
known as the “Redevelopment Powers Law,” as amended (the “Act”); and

WHEREAS, the City is authorized pursuant to the 1983 Constitution of the State of
Georgia (the “State Constitution”) and the various statutes of the State, including specifically
the Act, to issue its tax allocation bonds, notes and other obligations in order to finance certain
qualified “Redevelopment Costs,” as defined in the Act; and

WHEREAS, in order to encourage the development of an economically and socially

depressed area in the City, the Atlanta City Council (the “Council”), pursuant to Resolution No.
92-R-1575 adopted on December 7, 1992, and approved by the Mayor of the City (the “Mayor”)
on December 15, 1992, (i) created the Techwood Park Urban Redevelopment Area and Tax
Allocation District Number One - Atlanta/Techwood Park (the “Techwood Redevelopment
Area”), (ii) adopted the Techwood Park Urban Redevelopment Plan (the “Techwood
Redevelopment Plan”), and (iii) created Tax Allocation District Number One -
Atlanta/Techwood Park (the “Techwood TAD”); and

WHEREAS, pursuant to Resolution No. 98-R-0777, adopted by the Council on July 6,

1998, and approved by the Mayor on July 13, 1998, as amended (the “Westside Resolution”),
the City, among other matters, (i) renamed the Techwood Redevelopment Area as The Westside
Redevelopment Area and Tax Allocation Bond District (Tax Allocation District Number 1, as
Amended - Atlanta/Westside) (the “Westside Redevelopment Area”), (ii) renamed the
Techwood Redevelopment Plan as The Westside Redevelopment Plan and Tax Allocation Bond
District (Tax Allocation District Number 1, as Amended - Atlanta/Westside) (the “Westside
Redevelopment Plan”), (iii) amended the Techwood TAD and established The Westside Tax
Allocation Bond District Number 1, As Amended - Atlanta/Westside (the “Westside TAD”),
and (iv) expanded the boundaries of the Westside TAD so as to include certain distressed and
vacant properties; and

WHEREAS, the Westside Redevelopment Plan was amended by Resolution No. 98-R-
1911, adopted by the Council on October 19, 1998, and approved by the Mayor on October 27,
1998; Resolution No. 08-R-1549, adopted by the Council on August 18, 2008, and approved by
the Mayor on August 21, 2008; and Resolution No. 17-R-_____, adopted by the Council on
__________, 2018, and approved by the Mayor on __________, 2018, pursuant to which, among
other matters, the City has provided for the inclusion of City ad valorem property taxes in the
computation of the tax allocation increment for the Westside TAD through and including
December 31, 2048 (collectively, the “Amendments” and, together with the Westside
Resolution, the “City Resolution”); and
 WHEREAS, the Act authorizes municipalities, counties and independent school districts
to consent to the allocation of positive tax increment derived from ad valorem property taxes
generated on specified property within a tax allocation district to be used for Redevelopment
Costs; and

WHEREAS, the Board of Commissioners of Fulton County, Georgia (“Fulton

County”), pursuant to Resolution No. 98-1452 adopted on November 18, 1998, as amended by
Resolution No. 05-0851 adopted on July 20, 2005; Resolution No. 08-1010 adopted on
December 17, 2008; and Resolution No. 18- ____ adopted on __________, 2018, consented to
the inclusion of Fulton County ad valorem taxes on real property within the Westside TAD in the
computation of the tax allocation increment for the Westside TAD through December 31,
20[___]; and

WHEREAS, the Atlanta Independent School System, acting through the Atlanta Board
of Education (the “School Board”), by resolution adopted on November 8, 1998 (as amended on
September 12, 2005 and on __________, 2018), consented to the inclusion of the portion of
positive tax increment derived from educational ad valorem taxes on real property within the
Westside TAD in the computation of the tax allocation increment for the Westside TAD through
December 31, 20[___]; and

WHEREAS, pursuant to an Indenture of Trust dated as of December 1, 2001, a First

Supplemental Indenture of Trust dated as of December 1, 2005, a Second Supplemental
Indenture of Trust dated as of December 1, 2008, a Third Supplemental Indenture of Trust dated
as of September 1, 2011 and a Fourth Supplemental Indenture of Trust dated as of September 1,
2014 (as previously supplemented and amended, the “Original Indenture”), between the City
and The Bank of New York Mellon, as trustee (the “Bank Bond Trustee”), the City previously
issued its tax allocation bonds in order to finance certain qualified Redevelopment Costs in the
Westside TAD, including its (i) $14,995,000 Tax Allocation Variable Rate Bonds (Westside
Project), Series 2001 (the “Original 2001 Bonds”); (ii) $72,350,000 Tax Allocation Variable
Rate Bonds (Westside Project), Series 2005A (the “Original 2005A Bonds”), and $10,215,000
Tax Allocation Variable Rate Bonds (Westside Project), Series 2005B (the “Original 2005B
Bonds” and, together with the Original 2005A Bonds, the “Original 2005 Bonds”); and
(3) $63,760,000 Tax Allocation Variable Rate Bonds (Westside Project), Series 2008 (the
“Original 2008 Bonds”); and

WHEREAS, the Original 2001 Bonds, the Original 2005 Bonds and the Original 2008
Bonds (collectively, the “Original Bank Bonds”) have previously been converted to the Long
Term Period (as defined in the Original Indenture) and purchased by Wells Fargo Bank, National
Association, pursuant to a Continuing Covenants Agreement dated as of September 1, 2011, as
amended and restated by that certain Amended and Restated Covenants Agreement, dated as of
____, 2018 (as so amended, the “Covenants Agreement”); and

WHEREAS, City established a Tax Increment Fund for the Original Bank Bonds (the
“Bank Bond Revenue Fund”) under the Covenants Agreement; and

WHEREAS, pursuant to the Original Indenture, as a portion of the security for payment
of the principal of, premium, if any, and interest on the Original Bank Bonds, the City pledged
and assigned and granted a lien on and security interest in the positive ad valorem tax
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increments, as calculated pursuant to O.C.G.A. § 36-44-3(14), generated within the Westside
TAD from ad valorem property taxes levied by the City, Fulton County and the School Board
(the “Tax Allocation Increments”); and

WHEREAS, pursuant to that certain Amended and Restated Indenture of Trust dated as
of __________ 1, 2018 (as so amended, the “Bank Bond Indenture”), the City amended the
Original Indenture to release from the security pledged to the payment of the Original Bank
Bonds the Tax Allocation Increments generated in the Westside TAD from parcels located in the
area within the Westside TAD identified as the “Gulch Area” in the City’s Ordinance No. 18-O-
[____] adopted on ___________, 2018 (the “Gulch Area”); and

WHEREAS, pursuant to that certain Master Indenture of Trust dated as of __________

1, 2018, as supplemented by a First Supplemental Indenture of Trust dated as of __________ 1,
2018 (the “Gulch TAD Bond Indenture”), between the City and Regions Bank, as trustee (the
“Gulch TAD Bond Trustee”), the City (i) authorized the issuance of its Draw-Down Tax
Allocation District Compound Interest Bonds (Westside Gulch Area Project), in one or more
series (the “Gulch TAD Bonds”), to finance certain qualified Redevelopment Costs in the Gulch
Area, and (ii) pledged and assigned and granted a lien on and security interest in the Tax
Allocation Increments generated within the Gulch Area as security for payment of the principal
of, premium, if any, and interest on the Gulch TAD Bonds; and

WHEREAS, the City established a Revenue Fund for the Gulch Bonds (the “Gulch
TAD Bond Revenue Fund”) under the Gulch TAD Bond Indenture; and

WHEREAS, the parties hereto are entering into this Agreement in order to provide for
the allocation and payment of a portion of the Tax Allocation Increments to the Bank Bond
Trustee for deposit in the Bank Bond Revenue Fund and to the Gulch TAD Bond Trustee for
deposit in the Gulch TAD Bond Revenue Fund for the benefit of the holders from time to time of
the Original Bank Bonds and the Gulch TAD Bonds, respectively; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants

herein set forth, the parties hereto agree as follows:

1. Establishment of Special Fund; Deposit of Funds.

(a) There is hereby created and established with the Tax Custodian the “City of
Atlanta Special Fund (Westside TAD) (the “Special Fund”). Funds shall be deposited into the
Special Fund as follows:

(i) All Tax Allocation Increments generated within the Westside TAD shall
be deposited promptly to the credit of the Special Fund as and when received by the City.
Such deposits to the Special Fund are made for the benefit of the holders from time to
time of the Original Bank Bonds and the Gulch TAD Bonds, and may not be revoked or
recaptured. Such deposits shall be held by the Tax Custodian separate and apart from any
other funds of the Tax Custodian.

(ii) Moneys in the Special Fund shall be applied, at the written direction of the
City, at any time that the City determines that any rebate payment to the United States

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 Government is required in order to preserve the exclusion of interest from Federal
income taxation on the Original Bank Bonds and the Gulch TAD Bonds (if such bonds
are issued on a tax-exempt basis), all in accordance with the non-arbitrage certificate(s)
of the City.

2. Application of Funds in the Special Fund.

(a) The Tax Custodian shall transfer moneys from the Special Fund, to the extent
available after fees and expenses of the Tax Custodian pursuant to Section 5, for deposit to the
following funds at the times set forth below:

(i) On or before the [____] day of each month, the Tax Custodian shall
transfer all moneys then on deposit in the Special Fund allocable to Tax Allocation
Increments generated within the Westside TAD outside of the Gulch Area, to the credit
of the Bank Bond Revenue Fund.

(ii) On or before the [____] day of each month, the Tax Custodian shall
transfer all moneys then on deposit in the Special Fund allocable to Tax Allocation
Increments generated within the Gulch Area of the Westside TAD, to the credit of the
Gulch TAD Bond Revenue Fund.

(b) It is further understood and agreed that (i) with respect to the Original Bank
Bonds, the Covenants Agreement and the Bank Bond Indenture and (ii) with respect to the Gulch
Bonds, the Gulch TAD Bond Indenture shall each exclusively govern the priority and order of
payments among the respective funds and accounts held thereunder.

(c) The City shall, not later than the ___ day of each month, obtain from the Fulton
County Tax Commissioner and provide to the Tax Custodian, the information necessary for the
Tax Custodian to properly allocate the moneys in the Special Fund as required by this
Agreement.

3. Investment of Funds.

Moneys held by the Tax Custodian in the Special Fund shall be invested and reinvested
by the Tax Custodian in the Permitted Investments described in Exhibit A (“Permitted
Investments”) hereto maturing, callable at par or subject to repurchase at par, on or before the
date on which such moneys are expected to be used as directed in writing by the City. Such
investments shall be held by or under the control of the Tax Custodian and shall be deemed at all
times a part of the Special Fund. The interest earned or other income derived from investments
of moneys held in the Special Fund shall be retained in such fund and shall become part of such
fund.

The Tax Custodian shall not be responsible or liable for any loss in value suffered in
connection with any investment of funds made by it pursuant to the written instructions of City
in accordance with this section.

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4. Duties and Liability of Tax Custodian.

The Tax Custodian hereby accepts the trusts and duties imposed upon it hereby, and
agrees to perform said trusts and duties, but only upon and subject to the following express terms
and conditions:

(a) The Tax Custodian undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied agreements or obligations shall be read
into this Agreement against the Tax Custodian. The Tax Custodian shall not be charged under
this Agreement with knowledge of, or compliance with, the provisions of any other agreement
referenced herein, including. The Tax Custodian’s sole responsibility shall be for the
safekeeping and disbursement of the funds held by the Tax Custodian hereunder (the “Custodial
Funds”) in accordance with the terms of this Agreement. The Tax Custodian, solely in its role as
Tax Custodian hereunder, acknowledges and agrees that it shall have no right of set-off arising
out of any claims that it may have against the City under any other agreement, including the
Covenants Agreement, and, as such, agrees to apply the moneys in the Special Fund only as
provided herein.

(b) The Tax Custodian may execute any of the trusts or powers hereof and perform
any of its duties by or through attorneys, agents, receivers or employees but shall be answerable
for the conduct of the same in accordance with (a) above, and shall be entitled to the advice of
counsel concerning all matters of the duties hereunder, and may in all cases pay such reasonable
compensation to all such attorneys, against, receivers and employees, subject to the provisions of
Section 5 hereof, as may be reasonably be employed in connection with the trusts hereof.

(c) In the absence of bad faith on its part, the Tax Custodian may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates furnished to the Tax Custodian.

(d) No provision of this Agreement shall be construed to relieve the Tax Custodian
from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(i) the Tax Custodian is not liable for any error in judgment made in good
faith by an authorized officer of the Tax Custodian, unless it is proven that the Tax
Custodian was negligent in ascertaining the pertinent facts;

(ii) the Tax Custodian is not liable with respect to any action it takes or omits
to be taken by it in good faith in accordance with the direction by an authorized party
under any provision of this Agreement relating to the time, method and place for
exercising any power conferred upon the Tax Custodian under this Agreement; and

(iii) no provision of this Agreement shall require the Tax Custodian to expend
or risk its own funds or otherwise incur any liability if it has reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

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 (e) The Tax Custodian shall maintain records of all investments and disbursements of
the Special Fund through the date ending six (6) years following the date on which the Original
Bank Bonds and the Gulch TAD Bonds have been retired. The Tax Custodian shall make such
records available upon request to the City, the Bank Bond Trustee, the Gulch TAD Bond Trustee
and the holders from time to time of the Original Bank Bonds and the Gulch TAD Bonds.

(f) If, at any time, (i) there shall exist any dispute between the City and the Tax
Custodian with respect to the holding or disposition of all or any portion of the Custodial Funds
or any other obligations of the Tax Custodian hereunder, (ii) the Tax Custodian is unable to
determine, to Tax Custodian’s sole satisfaction, the proper disposition of all or any portion of the
Custodial Funds or the proper actions with respect to its obligations hereunder, then Tax
Custodian may, in its sole discretion, take either or both of the following actions:

(i) suspend the performance of any of its obligations (including without

limitation any disbursement obligations) under this Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Tax Custodian or until a successor
Tax Custodian shall have been appointed (as the case may be).

(ii) petition (by means of an interpleader action or any other appropriate

method) any court of competent jurisdiction in any venue in the State of Georgia
convenient to Tax Custodian, for instructions with respect to such dispute or uncertainty,
and to the extent required or permitted by law, pay into such court, for holding and
disposition in accordance with the instructions of such court, all Custodial Funds.

The Tax Custodian shall have no liability to the City, the Bank Bond Trustee, the Gulch
TAD Bond Trustee or any other person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed liability that may arise, or
be alleged to have arisen, out of or as a result of any delay in the disbursement of the Custodial
Funds or any delay in or with respect to any other action required or requested of Tax Custodian.

(g) The Tax Custodian is authorized, in its sole discretion, to comply with orders
issued or process entered by any court with respect to the Custodial Funds, without
determination by the Tax Custodian of such court’s jurisdiction in the matter. If any portion of
the Custodial Funds is at any time attached, garnished or levied upon under any court order, or in
case the payment, assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in case any order, judgement or decree shall be made or
entered by any court affecting such property or any part thereof, then and in any such event, the
Tax Custodian is authorized, in its sole discretion, to rely upon and comply with any such order,
writ, judgement or decree which it is advised by legal counsel selected by it is binding upon it
without the need for appeal or other action; and if the Tax Custodian complies with any such
order, writ, judgement or decree, it shall not be liable to any of the parties hereto or to any other
person or entity by reason of such compliance even though such order, writ, judgement or decree
may be subsequently reversed, modified, annulled, set aside or vacated.

In no event shall Tax Custodian be liable for incidental, indirect, special, consequential or
punitive damages (including, but not limited to lost profits), even if the Tax Custodian has been
advised of the likelihood of such loss or damage and regardless of the form of action. Tax
Custodian shall not be obligated to take any legal action or commence any proceeding in
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connection with the Custodial Funds, any account in which Custodial Funds are deposited or this
Agreement, or to appear in, prosecute or defend any such legal action or proceeding.

5. Compensation and Expenses of Tax Custodian.

The Tax Custodian acknowledges receipt of good and valuable consideration for the
services rendered or to be rendered by it pursuant to this Agreement. The Tax Custodian shall be
entitled to payment and/or reimbursement for reasonable fees for its services rendered hereunder
and all advances, counsel fees and other ordinary expenses reasonably and necessarily made or
incurred by the Tax Custodian in connection with the performance of such services. In the event
it should become necessary that the Tax Custodian perform extraordinary services, it shall be
entitled to reasonable extra compensation therefor, and to reimbursement for reasonable
necessary extraordinary expenses in connection therewith; provided, that if such extraordinary
services or extraordinary expenses are occasioned by its negligence or willful misconduct, it
shall not be entitled to compensation or reimbursement therefor. The Tax Custodian shall
periodically submit a request for payment of its fees and expenses to the City for approval. To
the extent approved by the City, the Tax Custodian shall then be authorized to withdraw the
amount of its approved fees and expenses from the Special Fund as provided in Section 3. The
Tax Custodian and the City shall provide a copy of each request and approval to the holders from
time to time of the Original Bank Bonds and the Gulch TAD Bonds.

6. Evidence Upon Which Tax Custodian May Act.

The Tax Custodian may act upon any notice, request, waiver, consent, certificate, receipt,
authorization, power of attorney or other instrument or document that the Tax Custodian in good
faith believes to be genuine and to be what it purports to be.

7. Resignation and Replacement of Tax Custodian.

The Tax Custodian may resign, and thereby become discharged from the trusts hereby
created, by written notice given to the City, the Bank Bond Trustee and the Gulch TAD Bond
Trustee not less than 30 days before such resignation shall take effect. Such resignation shall
take effect immediately, however, upon the earlier appointment of a new Tax Custodian
hereunder and acceptance of the trusts hereby created. The Tax Custodian shall continue to
serve as Tax Custodian until a successor is appointed and has accepted its duties, the funds held
hereunder transferred, and a proper accounting of funds has been made to the successor Tax
Custodian; provided that if no such appointment has been made at the end of the 30-day period,
the Tax Custodian may petition a court of competent jurisdiction for appointment of a successor
or temporary Tax Custodian. In the event of the resignation of the Tax Custodian prior to the
termination of this Agreement, the Tax Custodian shall rebate to the City a ratable portion of any
prepaid fee theretofore paid by the City to the Tax Custodian for its services under this
Agreement. After any notice of resignation of the Tax Custodian, the City shall undertake to
appoint a replacement Tax Custodian. Appointment of a successor Tax Custodian hereunder is
subject to the consent of the holders from time to time of the Original Bank Bonds, while such
bonds are Outstanding, such consent shall not be unreasonably withheld. The City shall provide
a copy of any notice of resignation, removal or appointment of a Tax Custodian to the holders
from time to time of the Original Bank Bonds and the Gulch TAD.

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8. Benefit of Agreement; Amendment.

(a) The Bank Bond Trustee, the Gulch TAD Bond Trustee and the holders from time
to time of the Original Bank Bonds and the Gulch TAD Bonds are third-party beneficiaries to
this Agreement and are entitled to the rights and benefits hereunder and may enforce the
provisions hereof as if they were parties hereto.

(b) This agreement shall not be amended, modified, released, discharged or waived
without the consent of the parties hereto, the holders of a majority of the Original Bank Bonds
and the holders of a majority of the Gulch TAD Bonds; provided, however, that the City and the
Tax Custodian may, without the consent of, or notice to, such holders enter into such agreements
supplemental to this Agreement (“Amendments”) as shall not adversely affect the rights of such
holders or their claim to amounts in the Special Fund (in accordance with this Agreement) as
shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of
the following purposes:

(i) to cure any ambiguity or formal defect or omission in this Agreement;

(ii) to grant to, or confer upon, the Tax Custodian for the benefit of the holders
of the Original Bank Bonds and the Gulch TAD Bonds of any additional rights, remedies,
powers or authority that may lawfully be granted to, or conferred upon, such holders or
the Tax Custodian; and

(iii) to provide for any other amendment which would not be materially
adverse to the holders of the Original Bank Bonds and the Gulch TAD Bonds.

The Tax Custodian shall not undertake or execute any Amendment unless the
Amendment complies with the requirements of this Section 8 and the Tax Custodian has
received an opinion of counsel recognized on the subject of municipal bonds (“Bond Counsel”)
that such Amendment is authorized or permitted by this Section 8. The City shall provide a copy
of any Amendment and related opinion of Bond Counsel to the holders from time to time of the
Original Bank Bonds and the Gulch TAD.

9. Disposition of Balance in Special Fund.

The Special Fund shall continue in effect to and including the first date upon which no
Original Bank Bonds and Gulch TAD Bonds are outstanding, whereupon the Tax Custodian
shall sell or redeem any Permitted Investments remaining in the Special Fund and, together with
any other money then remaining in the Special Fund after payment of any outstanding fees or
expenses of the Tax Custodian, and shall deposit such amounts in accordance with the written
directions of the City.

10. Notices.

Any notice, demand, tender, complaint, request, submission or other communication

under this Agreement shall be in writing and shall be given by personal delivery to the persons
designated below to receive notices and copies or by United States mail, certified mail with a
return receipt requested, addressed as follows:

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If to Tax Custodian: Well Fargo Bank, National Association
_____________
_____________
_____________
Attention: _______

If to the City: City of Atlanta

Finance Department
68 Mitchell Street, Suite 11100
Atlanta, Georgia 30303
Attention: Roosevelt Council, Jr., Chief Financial Officer

With a copy to: City of Atlanta

Law Department
55 Trinity Avenue, Suite 5000
Atlanta, Georgia 30303
Attention: Nina R. Hickson, Esq., City Attorney

If to Bank Bond Trustee: The Bank of New York Mellon

100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Corporate Trust Department

If to Gulch TAD Bond Trustee: Regions Bank

1180 West Peachtree Street, Suite 1200
Atlanta, Georgia 30309
Attention: Corporate Trust, Mary Willis

If to Holder of the Original Bank Wells Fargo Bank, National Association

Bonds: 360 Interstate North Parkway, S.E.
Suite 500, MAC G0147-054
Atlanta, Georgia 30339
Attention: Government and Institutional Banking

If to Holder of Gulch TAD Bonds: CIM Group

Attn: General Counsel
4700 Wilshire Blvd.
Los Angeles, CA 90010
Email: generalcounsel@cimgroup.com

With a copy to: CIM Group

Attn: Devon McCorkle
540 Madison Ave., 8th Floor
New York, NY 10022
Email: DMcCorkle@cimgroup.com

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11. Successors and Assigns.

This agreement shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns.

12. Termination.

This agreement shall terminate when all the Original Bank Bonds and the Gulch TAD
Bonds have been paid and discharged and the Tax Custodian has transferred any amounts
remaining in funds created hereunder to the City.

13. Defaults and Remedies.

(a) The following will each constitute a default by the City or the Tax Custodian, as
applicable: (i) any material breach by it of any representation made in this Agreement, or (ii)
any material failure by it to observe and perform any covenant, condition or agreement on its
part to be observed or performed hereunder, in either case for a period of thirty (30) days after
written notice specifying such breach or failure and requesting that it be remedied, given to it by
the other party or a beneficiary of this Agreement; provided that in the event such breach or
failure can be corrected but cannot be corrected within said thirty (30) day period, the same will
not constitute a default hereunder if corrective action is instituted by or on behalf of the
defaulting party within said thirty (30) day period and is being diligently pursued, it being agreed
that no such extension shall be for a period in excess of sixty (60) days.

(b) Upon the occurrence and continuance of a default hereunder by the City or the
Tax Custodian, as the case may be, the non-defaulting party or a beneficiary of this Agreement
may seek specific performance of this Agreement and/or pursue any other remedies available at
law or in equity.

14. Counterparts.

This agreement may be executed in several counterparts each of which shall be an

original and all of which together shall constitute but one and the same instrument.

15. Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the
State of Georgia.

16. Waiver of Attorneys’ Fees Statute.

The parties hereby agree that each party’s obligations hereunder to pay attorneys’ fees
and expenses of another party, or to reimburse another party for such fees and expenses, shall
extend only to such reasonable fees and expenses as are actually incurred by such other party,
and that the provisions of O.C.G.A. Section 13-1-11(a)(2) shall have no application to any such
obligations.

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 IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

CITY OF ATLANTA

(SEAL) By:
Name: Keisha Lance Bottoms
Title: Mayor

ATTEST:

Municipal Clerk

APPROVED AS TO FORM:

______________________________
Deputy City Attorney
[Counterpart Signature Page Tax Custody Agreement]

WELLS FARGO BANK, NATIONAL

ASSOCIATION, Tax Custodian

By:______________________________
Name:
Title:
 EXHIBIT A

PERMITTED INVESTMENTS

Permitted Investments shall include:

(a) bonds or obligations of the State of Georgia, or other states, or of other

counties, municipal corporations, and political subdivisions of the State of Georgia;

(b) bonds or other obligations of the United States or of subsidiary

corporations of the United States government which are fully guaranteed by such
government;

(c) obligations of and obligations guaranteed by agencies or instrumentalities

of the United States government, including those issued by the Federal Land Bank,
Federal I tome Loan Bank, Federal Intermediate Credit Bank, and the Central Bank for
Cooperatives, and any other agency or instrumentality now or hereafter in existence;
provided, however, that all such obligations shall have a current credit rating from a
nationally recognized rating service of at least one of the three highest rating categories
available and have a nationally recognized market;

(d) bonds or other obligations issued by any public housing agency or

municipal corporation in the United States, which such bonds or obligations are fully
secured as to the payment of both principal and interest by a pledge of annual
contributions under an annual contributions contract or contracts with the United States
government, or project notes issued by any public housing agency, urban renewal agency,
or municipal corporation in the United States which are fully secured as to payment of
both principal and interest by a requisition, loan, or payment agreement with the United
States government;

(e) certificates of deposit of national or state banks located within the State of
Georgia which have deposits insured by the Federal Deposit Insurance Corporation and
certificates of deposit of federal savings and loan associations and state building and loan
or savings and loan associations located within the State of Georgia which have deposits
insured by the Savings Association Insurance Fund of the Federal Deposit Insurance
Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the
certificates of deposit of any bank, savings and loan association, or building and loan
association acting as depository, custodian, or trustee for any of the proceeds of the
Bonds. The portion of such certificates of deposit in excess of the amount insured by the
Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance
Corporation, if any, shall be secured by deposit, with the Federal Reserve Bank of
Atlanta, Georgia, or with any national or state bank or federal savings and loan
association or state building and loan or savings and loan association located within the
State of Georgia, or with a trust office within the State of Georgia, of one or more of the
following securities in an aggregate principal amount equal at least to the amount of such
excess: direct and general obligations of the State of Georgia or other states or of any

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county or municipal corporation in the State of Georgia, obligations of the United States
or subsidiary corporations referred to in paragraph (b) above, obligations of the agencies
and instrumentalities of the United States government referred to in paragraph (c) above,
or bonds, obligations, or project notes of public housing agencies, urban renewal
agencies, or municipalities referred to in paragraph (d) above;

(f) securities of or other interests in any no load, open-end management type

investment company or investment trust registered under the Investment Company Act of
1940, as from time to time amended, or any common trust fund maintained by any bank
or trust company which holds such proceeds as trustee or by an affiliate thereof so long
as:

(1) the portfolio of such investment company or investment trust or

common trust fund is limited to the obligations referred to in paragraphs (b) and
(c) above and repurchase agreements fully collateralized by any such obligations;

(2) such investment company or investment trust or common trust

fund takes delivery of such collateral either directly or through an authorized
custodian;

(3) such investment company or investment trust or common trust

fund is managed so as to maintain its shares at a constant net asset value; and

(4) securities of or other interests in such investment company or

investment trust or common trust fund are purchased and redeemed only through
the use of national or state banks having corporate trust powers and located within
the State of Georgia;

(g) interest-bearing time deposits, repurchase agreements, reverse repurchase

agreements, rate guarantee agreements, or other similar banking arrangements with a
bank or trust company having capital and surplus aggregating at least $50 million or with
any government bond dealer reporting to, trading with, and recognized as a primary
dealer by the Federal Reserve Bank of New York having capital aggregating at least $50
million or with any corporation which is subject to registration with the Board of
Governors of the Federal Reserve System pursuant to the requirements of the Bank
Holding Company Act of 1956, provided that each such interest-bearing time deposit,
repurchase agreement, reverse repurchase agreement, rate guarantee agreement, or other
similar banking arrangement shall permit the moneys so placed to be available for use at
the time provided with respect to the investment or reinvestment of such moneys; and

(h) any other investments authorized by the laws of the State of Georgia.

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