10. Indenture of Trust — Anaheim City Council, July 16, 2024

Norton Rose Fulbright US LLP draft 5/14/24
139322106.3 1001271367
Anaheim 2024 Water Bonds

INDENTURE OF TRUST
by and among the

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY,

CITY OF ANAHEIM
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of [_____], 2024
Relating to
$__________
Anaheim Housing and Public
Improvements Authority
Revenue Bonds, Series 2024-A
(Water System Project)
(Variable Rate Demand Bonds)
(Second Lien Qualified Obligations)

TABLE OF CONTENTS
Page
139322106.3 i
ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF 2024-A Bonds; EQUAL SECURITY ........................................................................................................................2 Section 1.01. Definitions ......................................................................................................2 Section 1.02. Rules of Construction ...................................................................................18 Section 1.03. Authorization and Purpose of 2024-A Bonds...............................................18 Section 1.04. Equal Security...............................................................................................19 Section 1.05. Conditions Precedent Satisfied .....................................................................19 Section 1.06. Exhibits .........................................................................................................19 ARTICLE II ISSUANCE OF THE 2024-A Bonds....................................................................................19 Section 2.01. Terms of the 2024-A Bonds..........................................................................19 Section 2.02. Place of Payment ..........................................................................................20 Section 2.03. Interest on the 2024-A Bonds; General ........................................................20 Section 2.04. Short-Term Modes........................................................................................21 Section 2.05. Long-Term Modes ........................................................................................24 Section 2.06. Alternate Rates..............................................................................................26 Section 2.07. Changes in Mode; Conversion......................................................................26 Section 2.08. Redemption of 2024-A Bonds ......................................................................30 Section 2.09. Tender and Purchase of 2024-A Bonds ........................................................33 Section 2.10. Remarketing of 2024-A Bonds; Notice of 2024-A Bonds Remarketed; Deposit of Proceeds of Remarketing.......................................38 Section 2.11. Credit Facility ...............................................................................................40 Section 2.12. Alternate Credit Facility ...............................................................................41 Section 2.13. Liquidity Facility ..........................................................................................41 Section 2.14. Alternate Liquidity Facility ..........................................................................43 Section 2.15. Sources of Funds for Purchase of 2024-A Bonds.........................................43 Section 2.16. Delivery of 2024-A Bonds............................................................................44 Section 2.17. No Remarketing After Credit Facility Failure or Liquidity Facility Failure ...........................................................................................................44 Section 2.18. Inadequate Funds for Tenders.......................................................................44 Section 2.19. SIFMA Delayed Remarketing Period...........................................................45 Section 2.20. Bond Purchase Fund .....................................................................................47 Section 2.21. Remarketing Agent; Tender Agent...............................................................47 Section 2.22. Qualifications of Remarketing Agent and Tender Agent; Resignation and Removal of Remarketing Agent and Tender Agent...............................48 Section 2.23. Term Delayed Remarketing Period ..............................................................49 Section 2.24. Form of 2024-A Bonds.................................................................................51 Section 2.25. Execution of 2024-A Bonds .........................................................................51 Section 2.26. Transfer of 2024-A Bonds ............................................................................51 Section 2.27. Exchange of 2024-A Bonds..........................................................................52 Section 2.28. Registration Books........................................................................................52 Section 2.29. 2024-A Bonds Mutilated, Lost, Destroyed or Stolen ...................................52 Section 2.30. Temporary 2024-A Bonds ............................................................................52 Section 2.31. Cancellation of 2024-A Bonds .....................................................................53 Section 2.32. Book-Entry Only System..............................................................................53

TABLE OF CONTENTS
(continued)
Page
139322106.3 ii
ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF 2024-A BONDS...........................54 Section 3.01. Issuance of 2024-A Bonds............................................................................54 Section 3.02. Application of Proceeds of Sale of 2024-A Bonds.......................................54 Section 3.03. Validity of 2024-A Bonds.............................................................................55 ARTICLE IV REVENUES; FLOW OF FUNDS.......................................................................................55 Section 4.01. Pledge of Revenues; Assignment of Rights..................................................55 Section 4.02. 2024-A Purchase Payment Fund...................................................................55 Section 4.03. Debt Service Fund ........................................................................................56 Section 4.04. [reserved] ......................................................................................................56 Section 4.05. Costs of Issuance Fund .................................................................................56 Section 4.06. Acquisition Fund...........................................................................................57 Section 4.07. Deposits of Money........................................................................................57 Section 4.08. Investments ...................................................................................................57 Section 4.09. Valuation and Disposition of Investments....................................................58 ARTICLE V COVENANTS OF THE AUTHORITY, THE TRUSTEE AND THE CITY......................59 Section 5.01. Punctual Payment .........................................................................................59 Section 5.02. Extension of Payment of 2024-A Bonds ......................................................59 Section 5.03. Against Encumbrances .................................................................................59 Section 5.04. Power to Issue 2024-A Bonds and Make Pledge and Assignment...............59 Section 5.05. Accounting Records and Financial Statements ............................................59 Section 5.06. No Additional Parity Debt ............................................................................59 Section 5.07. Tax Covenants ..............................................................................................59 Section 5.08. Further Assurances .......................................................................................62 Section 5.09. Amendment of Installment Purchase Agreement .........................................63 Section 5.10. Enforcement of Installment Purchase Agreement ........................................63 Section 5.11. Continuing Disclosure ..................................................................................63 ARTICLE VI THE TRUSTEE AND PAYING AGENT ..........................................................................63 Section 6.01. Duties, Immunities and Liabilities of Trustee ..............................................63 Section 6.02. Right of Trustee to Rely upon Documents, Etc ............................................66 Section 6.03. Trustee Not Responsible for Recitals ...........................................................67 Section 6.04. Right of Trustee to Acquire 2024-A Bonds..................................................67 Section 6.05. Moneys Received by Trustee to be Held in Trust ........................................67 Section 6.06. Compensation and Indemnification of Trustee.............................................67 Section 6.07. Qualifications of Trustee ..............................................................................68 Section 6.08. Resignation and Removal of Trustee and Appointment of Successor Trustee ..........................................................................................................68 Section 6.09. Acceptance of Trust by Successor Trustee ...................................................69 Section 6.10. Merger or Consolidation of Trustee..............................................................70 Section 6.11. Obligations of Trustee ..................................................................................70 Section 6.12. Appointment of Co-Trustee..........................................................................70 Section 6.13. Paying Agent for 2024-A Bonds ..................................................................71 Section 6.14. Resignation or Removal of Paying Agent; Appointment of Successor........71

TABLE OF CONTENTS
(continued)
Page
139322106.3 iii
ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE ...................................72 Section 7.01. Amendment Hereof.......................................................................................72 Section 7.02. Effect of Supplemental Agreement...............................................................73 Section 7.03. Endorsement or Replacement of 2024-A Bonds After Amendment ............73 Section 7.04. Amendment by Mutual Consent ...................................................................74 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ...................................................................74 Section 8.01. Events of Default ..........................................................................................74 Section 8.02. Remedies Upon Event of Default .................................................................74 Section 8.03. Application of Project Revenues and Other Funds After Default ................75 Section 8.04. Power of Trustee to Control Proceedings .....................................................75 Section 8.05. Appointment of Receivers ............................................................................76 Section 8.06. Non-Waiver ..................................................................................................76 Section 8.07. Rights and Remedies of 2024-A Bond Owners............................................76 Section 8.08. Termination of Proceedings..........................................................................77 ARTICLE IX [Reserved.]...........................................................................................................................77 ARTICLE X MISCELLANEOUS .............................................................................................................77 Section 10.01. Limited Liability of Authority ......................................................................77 Section 10.02. Benefits of Indenture Limited to Parties.......................................................77 Section 10.03. Discharge of Indenture..................................................................................78 Section 10.04. Successor Is Deemed Including in All References to Predecessor...............78 Section 10.05. Content of Certificates ..................................................................................78 Section 10.06. Execution of Documents by 2024-A Bond Owners .....................................79 Section 10.07. Disqualified 2024-A Bonds ..........................................................................79 Section 10.08. Determination of Percentage of 2024-A Bond Owners; Exclusion of 2024-A Bonds...............................................................................................79 Section 10.09. Waiver of Personal Liability.........................................................................80 Section 10.10. Partial Invalidity ...........................................................................................80 Section 10.11. Destruction of Cancelled 2024-A Bonds......................................................80 Section 10.12. Funds and Accounts......................................................................................80 Section 10.13. Recording and Filing ....................................................................................80 Section 10.14. Payment on Business Days...........................................................................80 Section 10.15. Notices ..........................................................................................................81 Section 10.16. Payments of 2024-A Bonds; Unclaimed Moneys.........................................82 Section 10.17. Governing Law .............................................................................................82 Section 10.18. Execution in Counterparts ............................................................................82 Section 10.19. Consent of Parties .........................................................................................83 Section 10.20. Electronic Signatures ....................................................................................83 Section 10.21. Headings .......................................................................................................83 EXHIBIT A – Form of 2024-A Bond........................................................................................................A-1 EXHIBIT B – Form of Requisition............................................................................................................B-1 139322106.3

INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this “Indenture”), made and entered into and dated as of [_____], 2024, by and among the ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), the CITY OF ANAHEIM, a charter city and municipal corporation organized and existing under the laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee, a national banking association, having a corporate trust office in Los Angeles, California (the “Trustee”);
W I T N E S S E T H:

WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated as of July 1, 2014, and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing and refinancing the Authority’s acquisition of public capital improvements of the City to provide financing and refinancing for the City’s public capital improvements; and
WHEREAS, the City owns and operates a water system (the “Water System”); and WHEREAS, the Authority has approved the issuance of its Revenue Bonds, Series 2024-A (Water System Project) (Variable Rate Demand Bonds) (Second Lien Qualified Obligations) (the “2024-A Bonds”) to assist the City in providing funds (i) to finance the acquisition and construction of additional capital assets of the Water System and (ii) to pay related costs of issuance; and WHEREAS, the Authority will purchase components of the Water System from the City in consideration for providing proceeds of the 2024-A Bonds, and the City will purchase back such components from the Authority in consideration for 2024-A Purchase Payments pursuant to the Installment Purchase Agreement; and
WHEREAS, the Authority will establish a trust pursuant to this Indenture and direct the Trustee to issue the 2024-A Bonds; and
WHEREAS, in order to provide for the authentication and delivery of the 2024-A Bonds, to establish and declare the terms and conditions upon which the 2024-A Bonds are to be issued and to secure the payment of the principal thereof, premium (if any) and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and
WHEREAS, the Authority has found and determines, and hereby affirms, that all acts and proceedings required by law necessary to make the 2024-A Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all 2024-A Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of 139322106.3 2
all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the 2024-A Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 2024-A Bonds by the Owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the 2024-A Bonds, as follows:

ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF 2024-A BONDS; EQUAL SECURITY Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of this Indenture and of any Supplemental Indenture and of the 2024-A Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified. In addition, all terms defined in Section 1.1 of the Installment Purchase Agreement and not otherwise defined in this Section 1.01 shall have the respective meanings given such terms in the Installment Purchase Agreement.
“Acquisition Fund” means the trust fund with that name established pursuant to Section 4.06 hereof.
“Act” means Article 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as in existence on the Delivery Date or as thereafter amended from time to time.
“Alternate Credit Facility” or “Alternate Liquidity Facility” means a letter of credit, insurance policy, line of credit, surety bond, standby purchase agreement or other security or liquidity instrument, as the case may be, issued in accordance with the terms hereof as a replacement or substitute for any Credit Facility or Liquidity Facility, as applicable, then in effect. “Alternate Rate” means on any Rate Determination Date in the case of the 2024-A Bonds in a Mode other than the SIFMA Mode, a rate per annum equal to 110% of the SIFMA Municipal Swap Index, or if such index is no longer available, 85% of the interest rate on 30-day high grade unsecured commercial paper notes sold through dealers by major corporations as reported in The Wall Street Journal for each Business Day (and for the next preceding Business Day for each day which is not a Business Day). With respect to the 2024-A Bonds in the SIFMA Mode, the term “Alternate Rate” shall be inapplicable. “Applicable SIFMA–Based Interest Rate” means for each SIFMA Rate Period (or portion thereof) a per annum rate of interest determined weekly equal to the sum of (a) the SIFMA Index Rate and (b) the Applicable SIFMA Spread applicable to the related SIFMA Rate Period. “Applicable SIFMA Spread” means during any SIFMA Rate Period for the 2024-A Bonds, the number of basis points as determined by the Remarketing Agent on or before the first day of such SIFMA Rate Period in accordance with Section 2.04(c)(v) hereof that, when added to the SIFMA Index Rate on such date, would equal the minimum interest rate per annum that would enable the 2024-A Bonds to be sold on such date at a price equal to the principal amount thereof (without regard to accrued interest, if any, thereon). The Applicable SIFMA Spread for the 2024-A Bonds will remain the same throughout the applicable SIFMA Rate Period for such 2024-A Bonds.
“Authority” means the Anaheim Housing and Public Improvements Authority, or its successors and assigns, a joint exercise of powers authority formed by a Joint Exercise of Powers Agreement, dated as 139322106.3 3
of July 1, 2014, by and between the City and the Anaheim Housing Authority pursuant to the provisions of the Act.
“Authorized Authority Representative” means the Executive Director of the Authority, the Treasurer of the Authority or any other person designated as an Authorized Authority Representative by a certificate signed by such Executive Director or Treasurer and filed with the Trustee. “Authorized City Representative” means the City’s Public Utilities General Manager or Assistant General Manager – Finance and Energy Resources and any person or persons designated by the Public Utilities General Manager and authorized to act on behalf of the City by a Written Request signed by the Public Utilities General Manager and delivered to the Trustee; except that in matters involving the investment of funds and related matters, the Treasurer of the City (or a designee authorized to act on behalf of the City by a Written Request signed by the Treasurer and delivered to the Trustee) shall act as the Authorized City Representative.
“Authorized Denominations” means with respect to the 2024-A Bonds (a) in a Short-Term Mode, $100,000 or any integral multiple of $5,000 in excess of $100,000, and (b) in a Long-Term Mode, $5,000 or any integral multiple thereof.
“Authorized Officer or Officers of the Trustee” means and includes the chairman of the board of directors, the president, every vice president, every assistant vice president, every trust officer and every officer and assistant officer of the Trustee.
“Automatic Termination Event” means an event of default set forth in any Liquidity Facility (or agreement therefor) which would result in the immediate termination of a Liquidity Facility prior to its stated expiration date without prior notice from the Liquidity Facility Provider to the Trustee or Tender Agent, as applicable1.
“Available Amount” means the amount available under a Credit Facility or Liquidity Facility, as applicable, to pay the principal of and interest on the 2024-A Bonds or the Purchase Price of the 2024-A Bonds, as applicable.
“Beneficial Owner” shall have the meaning set forth in Section 2.32 hereof. “Bond Counsel” means Norton Rose Fulbright US LLP and any other attorney or firm of attorneys appointed by or acceptable to the City of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code. “Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as in existence on the Delivery Date or as thereafter amended from time to time.
“Bond Purchase Fund” means the trust fund with that name established with the Tender Agent pursuant to Section 2.20 hereof.
“Bond Register” means the records of the Trustee for the registration and transfer of 2024-A Bonds, as described in Section 2.28.
1 This concept does not apply to a Credit Facility.
139322106.3 4
“Bond Year” means each twelve-month period extending from October 2 in one calendar year to October 1 of the succeeding calendar year, both dates inclusive, except that the first Bond Year shall begin on the Delivery Date and shall end on October 1, 2024.
“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banks located (A) in the city in which the Corporate Trust Office of the Trustee is located, (B) with respect to 2024-A Bonds for which a Liquidity Facility or Credit Facility, if any, is in place, in the city in which drawings or demands for payment under the applicable Liquidity Facility or Credit Facility, as the case may be, are to be presented or honored is located, (C) in the city in which the corporate trust office of the Tender Agent, if any, at which the 2024-A Bonds may be tendered for purchase by the owners thereof is located, (D) in the city in which the principal office of the Remarketing Agent, if any, or the Calculation Agent, if any, for 2024-A Bonds is located, or (E) in New York, New York, are authorized or required to remain closed or (iii) a day on which The New York Stock Exchange is closed. “Calculation Agent” means such Person as may be selected by the City to perform the functions of the Calculation Agent under this Indenture. So long as the Trustee is serving as Calculation Agent hereunder, the Calculation Agent shall have the same rights and protections as afforded the Trustee under the Indenture.
“Certificate of the Authority” means a certificate signed by an Authorized Authority Representative.
“Certificate of the City” means a certificate signed by an Authorized City Representative. “City” means the City of Anaheim, a charter city and municipal corporation organized and existing under the laws of the state.
“City Purchase Account” means the account with that name established within the Bond Purchase Fund pursuant to Section 2.20 hereof.
“Code” means the Internal Revenue Code of 1986. Any reference to a provision of the Code shall include the applicable Tax Regulations with respect to such provision. “Conversion Date” means, with respect to the 2024-A Bonds in the Flexible Mode, Daily Mode, Weekly Mode, SIFMA Mode or Term Rate Mode to be converted to a Fixed Rate Mode, the date on which such 2024-A Bonds begin to bear interest at a Fixed Rate. “Corporate Trust Office” or “Trust Office” means the principal corporate trust office of the Trustee in Los Angeles, California, except that with respect to presentation of 2024-A Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency and operations business shall be conducted or such other offices as may be specified to the Authority by the Trustee in writing. “Costs of Issuance” means all costs or expenses paid or incurred in connection with the preparation, authorization, issuance, sale and delivery of the 2024-A Bonds, including but not limited to all compensation, fees and expenses (including but not limited to fees and expenses for legal counsel) of the Authority, the City and the Trustee, compensation to any financial consultants or underwriters, legal fees and expenses, fees and costs for any guaranty, surety bond, letter of credit or other credit facility, filing and recording costs, rating agency fees, costs of preparation and reproduction of documents, word processing costs, special counsel and other legal fees and expenses, accounting fees, expenses incurred by the City or the Authority in connection with qualification or registration, or determining the exemption from 139322106.3 5
registration or qualification of the 2024-A Bonds under the “Blue Sky” laws of any jurisdiction, and fees payable to any other consultants or experts retained in connection with such preparation, authorization, issuance, sale and delivery, and costs of printing.
“Counsel” means an attorney at law, or firm of attorneys, of recognized standing and who are qualified to pass on the legality of the particular matter. “Credit Facility” means a direct-pay letter of credit (and any related reimbursement agreement), insurance policy, surety bond, line of credit, loan, guaranty or other instrument issued by a Credit Facility Provider which supports or guarantees the payment of the principal of and interest on the 2024-A Bonds and any Alternate Credit Facility delivered pursuant to Section 2.12 hereof. A single instrument may function as both a Credit Facility and a Liquidity Facility. “Credit Facility Failure” or “Liquidity Facility Failure” means a failure of a Credit Facility Provider or Liquidity Facility Provider, as applicable, to honor a properly presented and conforming draw or request for payment or advance under the Credit Facility or Liquidity Facility, as applicable. “Credit Facility Provider” means the bank or banks, insurance company or insurance companies or other financial institution or financial institutions or other Person or Persons issuing a Credit Facility or Alternate Credit Facility for the 2024-A Bonds, and its or their successors and assigns. If any Credit Facility or Alternate Credit Facility is issued by more than one bank, insurance company, financial institution or other Person, notices required to be given to the Credit Facility Provider may be given to the bank, insurance company, financial institution or other Person under such Credit Facility or Alternate Credit Facility appointed to act as agent for all such banks, insurance companies, financial institutions or other Persons.

The initial Credit Facility Provider is Bank of America, N.A. “Current Mode” has the meaning specified in Section 2.07(a)(i) hereof. “Daily Mode” means the Mode during which the 2024-A Bonds bear interest at the Daily Rate. “Daily Rate” means the per annum interest rate on any 2024-A Bond in the Daily Mode determined pursuant to Section 2.04(b) hereof.
“Daily Rate Period” means the period during which a 2024-A Bond in the Daily Mode shall bear interest at a Daily Rate, which shall be from the Business Day upon which a Daily Rate is set to, but not including, the next succeeding Business Day.
“Defeasance Securities” means

1. U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series – “SLGs”).

2. Direct obligations of the United States Treasury which have been stripped by the Treasury itself, including CATS, TIGRS and similar securities.

3. Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P. If however, the issue is only rated by S&P (i.e., there is no Moody’s rating), then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals.

4. Securities described in paragraph B of the definition of “Permitted Investments.” 139322106.3 6

5. Securities described in paragraph C of the definition of “Permitted Investments.” “Delivery Date” means [_______], 2024, being the date of delivery of the 2024-A Bonds to the original purchasers thereof.
“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.32.
“Drawing,” for purposes of the 2024-A Bonds, shall have the meaning given such term in the applicable Liquidity Facility or Credit Facility or, if not defined therein, shall mean each advance made under the Liquidity Facility or Credit Facility by the Liquidity Facility Provider or Credit Facility Provider, as applicable.
“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“DTC Participants” shall have the meaning set forth in Section 2.32 hereof. “Electronic Means” means telecopy, facsimile transmission, email transmission or other similar electronic means of communication providing evidence of transmission, including a telephone communication confirmed by any other method set forth in this definition. “Eligible Account” is an account that is either (a) maintained with a federal or state-chartered depository institution or trust company that has a Standard & Poor’s short-term debt rating of at least “A- 2” (or, if no short-term debt rating, a long-term debt rating of at least “BBB+”); or (b) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity.
“Event of Default” means any of the events described in Section 8.01 hereof. “Expiration Date” means the stated expiration date (if applicable) of any Credit Facility or Liquidity Facility, as it may be extended from time to time as provided in the Credit Facility or Liquidity Facility, or any earlier date on which any Credit Facility or Liquidity Facility shall terminate, expire or be cancelled.
“Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. “Fitch” means Fitch Ratings, Inc., its successors and assigns or, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a statistical rating organization, any other nationally recognized securities rating agency designated by the City, with the approval of the Authority, by notice to the Trustee.
“Fixed Rate” means the per annum interest rate on any 2024-A Bonds in the Fixed Rate Mode determined pursuant to Section 2.05(b) hereof.
“Fixed Rate Bond” means a 2024-A Bond in the Fixed Rate Mode. 139322106.3 7
“Fixed Rate Mode” means the Mode during which the 2024-A Bonds bear interest at a Fixed Rate or Rates.
“Fixed Rate Period” means for the 2024-A Bonds in the Fixed Rate Mode, the period from the Conversion Date upon which such 2024-A Bonds were converted to the Fixed Rate Mode to, but not including, the Maturity Date for such 2024-A Bonds.
“Flexible Rate Bond” means a 2024-A Bond in the Flexible Mode. “Flexible Mode” means the Mode during which the 2024-A Bonds bear interest at the Flexible Rate.
“Flexible Rate” means the per annum interest rate on a 2024-A Bond in the Flexible Mode determined for such 2024-A Bond pursuant to Section 2.04(a) hereof. 2024-A Bonds in the Flexible Mode may bear interest at different Flexible Rates.
“Flexible Rate Period” means the period of from one to 360 calendar days (which period must end on a Business Day) during which a Flexible Rate Bond shall bear interest at a Flexible Rate, as established by the Remarketing Agent pursuant to Section 2.04(a) hereof. 2024-A Bonds in the Flexible Mode may be in different Flexible Rate Periods.
“Government Obligations” means direct obligations of the United States of America and securities fully and unconditionally guaranteed by the United States of America, including obligations issued or held in book-entry form on the books of the U.S. Department of the Treasury; provided, that the full faith and credit of the United States of America must be pledged to any such direct obligation or guarantee.
“Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions hereof. “Independent Accountant” means any certified public accountant or firm of certified public accountants appointed and paid by the Authority or the City, and who, or each of whom (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and (c) is not connected with the Authority or the City as an officer or employee of the Authority or the City but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City. “Independent Counsel” means an attorney duly admitted to the practice of law before the highest court of the state in which such attorney maintains an office and who is not an employee of the Authority, the City or the Trustee.
“Information Services” means the Electronic Municipal Market Access system (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org; and, in accordance with the then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the City may designate in a Certificate of the City delivered to the Trustee. “Installment Purchase Agreement” means that certain Installment Purchase Agreement between the City and the Authority, dated as of [_____], 2024, as amended or supplemented from time to time. 139322106.3 8
“Interest Accrual Period” means the period during which a 2024-A Bond accrues interest payable on the next Interest Payment Date applicable thereto. With respect to any Mode, each Interest Accrual Period shall commence on (and include) the last Interest Payment Date to which interest has been paid (or, if no interest has been paid in such Mode, from the Delivery Date of the 2024-A Bonds, or the Mode Change Date or Conversion Date, as the case may be) and shall continue to, but not including, the Interest Payment Date on which interest is to be paid. If, at the time of authentication of any 2024-A Bond, interest is in default or overdue on the 2024-A Bonds, such 2024-A Bond shall bear interest from the date to which interest has previously been paid in full or made available for payment in full on such 2024-A Bonds. “Interest Component” means any 2024-A Purchase Payment, or portion thereof, which is designated and paid as interest pursuant to the terms of the Installment Purchase Agreement. “Interest Payment Date” means each date on which interest is to be paid and is: (i) with respect to the 2024-A Bonds in the Daily Mode, Weekly Mode or SIFMA Mode, the first Business Day of each calendar month, commencing with respect to the 2024-A Bonds delivered on the Delivery Date thereof in the Daily Mode, on __________, 2024; (ii) with respect to the 2024-A Bonds in the Flexible Mode, each Mandatory Purchase Date applicable thereto; (iii) with respect to the 2024-A Bonds in a Long-Term Mode, April 1 and October 1 of each year, and with respect to a Term Rate Period, the final day of the current Rate Period, if other than a regular six-month interval; (iv) (without duplication as to any Interest Payment Date listed above) any Conversion Date or Mode Change Date (other than a change between a Daily Mode and a Weekly Mode); (v) (without duplication as to any Interest Payment Date listed above) the Maturity Date; (vi) (without duplication as to any Interest Payment Date listed above), each Mandatory Purchase Date; (vii) with respect to any Liquidity Provider Bonds, each date set forth in the Liquidity Facility (or agreement providing therefor) then in effect; (viii) (without duplication as to any Interest Payment Date listed above), with respect to any 2024-A Bonds while subject to a SIFMA Delayed Remarketing Period, the last day of the SIFMA Delayed Remarketing Period and (ix) (without duplication as to any Interest Payment Date listed above), with respect to any 2024-A Bonds while subject to a Term Delayed Remarketing Period, the last day of the Term Delayed Remarketing Period.
“Liquidity Facility” means a letter of credit (and any related reimbursement agreement), standby bond purchase agreement, line of credit, loan, guaranty or similar agreement with a Liquidity Facility Provider to provide liquidity support to pay the Purchase Price of the 2024-A Bonds tendered for purchase in accordance with the provisions of this Indenture and any Alternate Liquidity Facility delivered pursuant to Section 2.14 hereof. A single instrument may function as both a Credit Facility and a Liquidity Facility. “Liquidity Facility Provider” means the bank or banks or other financial institution or financial institutions or other Person or Persons issuing a Liquidity Facility or Alternate Liquidity Facility for the 2024-A Bonds, and its or their successors and assigns. If any Liquidity Facility or Alternate Liquidity Facility is issued by more than one bank, financial institution or other Person, notices required to be given to the Liquidity Facility Provider may be given to the bank, financial institution or other Person under such Alternate Liquidity Facility appointed to act as agent for all such banks, financial institutions or other Persons. The initial Liquidity Facility Provider is Bank of America, N.A. “Liquidity Facility Purchase Account” means the account with that name established within the Bond Purchase Fund pursuant to Section 2.20 hereof.
“Liquidity Provider Bonds” means any 2024-A Bonds purchased by a Liquidity Facility Provider with funds drawn on or advanced under a Liquidity Facility. “Long-Term Mode” means the Term Rate Mode or Fixed Rate Mode. 139322106.3 9
“Mandatory Purchase Date” means: (i) with respect to 2024-A Bonds in the SIFMA Mode, the applicable SIFMA Scheduled Mandatory Tender Date for a SIFMA Rate Period and any SIFMA Unscheduled Mandatory Tender Date for a SIFMA Rate Period determined by the City pursuant to Section

2.09(b)(vii) hereof on which the 2024-A Bonds in the SIFMA Mode are actually purchased; (ii) with respect to a Flexible Rate Bond, the first Business Day following the last day of each Flexible Rate Period with respect to such 2024-A Bonds; (iii) with respect to 2024-A Bonds in the Term Rate Mode, the applicable Term Scheduled Mandatory Tender Date for a Term Rate Period and any Term Unscheduled Mandatory Tender Date for a Term Rate Period determined by the City pursuant to Section 2.09(b)(viii) hereof on which the 2024-A Bonds in the Term Rate Mode are actually purchased, (iv) any Conversion Date or Mode Change Date (except a change in Mode between the Daily Mode and the Weekly Mode when there is a Liquidity Facility and/or Credit Facility then in effect supporting 2024-A Bonds in both the Daily Mode and the Weekly Mode); (v) for any 2024-A Bonds that are (or are to be) supported by a Credit Facility or the purchase of which is provided for (or is to be provided for) by a Liquidity Facility, any Substitution Date (other than a substitution of an Alternate Credit Facility for a Credit Facility while the applicable 2024-A Bonds are in the Fixed Rate Mode); (vi) for any 2024-A Bonds that are supported by a Credit Facility or the purchase of which is provided for by a Liquidity Facility, the fifth (5th) Business Day prior to the Expiration Date (other than as a result of an Automatic Termination Event); and (vii) for any 2024- A Bonds that are supported by a Credit Facility or the purchase of which is provided for by a Liquidity Facility, the fifth (5th) Business Day following the date of receipt by the Trustee or Tender Agent, as applicable, of written notice from the Credit Facility Provider or Liquidity Facility Provider, as applicable, of the occurrence of an event of default (other than as a result of an Automatic Termination Event) under such Credit Facility or Liquidity Facility (or agreement providing therefor) which gives such Credit Facility Provider or Liquidity Facility Provider, as applicable, the right to terminate the Credit Facility or Liquidity Facility with notice, or, in the case of a Credit Facility, indicates that interest has not been reinstated under the Credit Facility, which date shall be (and shall be required to be under any Liquidity Facility or Credit Facility (or agreement providing therefor)) at least two (2) Business Days prior to the termination of the Credit Facility or Liquidity Facility, as applicable.
“Maturity Date” means October 1, 20___, or, if established pursuant to Section 2.07(b)(iv) upon a conversion of the 2024-A Bonds to the Fixed Rate Mode, the serial maturity dates of such 2024-A Bonds. “Maximum Lawful Rate” means the maximum rate of interest on the relevant obligation permitted by applicable law.
“Maximum Interest Rate” means (A) with respect to any 2024-A Bonds that are Liquidity Provider Bonds, the Maximum Interest Rate therefor set forth in the Liquidity Facility and (B) with respect to all other 2024-A Bonds, the lesser of (i) ten percent (10%) per annum; or (ii) the Maximum Lawful Rate. “Mode” means, as the context may require, the Flexible Mode, the Daily Mode, the Weekly Mode, the SIFMA Mode, the Term Rate Mode or the Fixed Rate Mode. “Mode Change Date” means with respect to the 2024-A Bonds in a particular Mode (other than the Fixed Rate Mode), the day on which another Mode (other than a Fixed Rate Mode) for such 2024-A Bonds begins.
“Moody’s” means Moody’s Investors Service, Inc., its successors and assigns or, if such entity shall be dissolved or liquidated for shall no longer perform the functions of a statistical raging organization, any other nationally recognized securities rating agency designated by the City, with the approval of the Authority, by notice to the Trustee.
“New Mode” shall have the meaning specified in Section 2.07(a)(i) hereof. 139322106.3 10
“Notice Parties” means the City, the Authority, the Trustee, the Tender Agent, the Remarketing Agent (if any), the Credit Facility Provider (if any) and the Liquidity Facility Provider (if any). “Official Statement” means the Official Statement of the Authority, dated ___ ___, 2024, relating to the 2024-A Bonds.
“Optional Tender Notice” means, with respect to the 2024-A Bonds in the Daily Mode or Weekly Mode, a notice delivered by a Beneficial Owner by Electronic Means or in writing that states (i) the principal amount of such 2024-A Bonds to be purchased pursuant to Section 2.09(a) hereof, (ii) the Purchase Date on which any such 2024-A Bond is to be purchased, (iii) the applicable payment instructions with respect to any such 2024-A Bond being tendered for purchase and (iv) an irrevocable demand for such purchase.
“Outstanding,” when used as of any particular time with reference to 2024-A Bonds, means (subject to the provisions of Section 10.07) all 2024-A Bonds theretofore executed, issued and delivered by the Authority under this Indenture except (a) 2024-A Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation, (b) 2024-A Bonds paid or deemed to have been paid within the meaning of Section 10.03, and (c) 2024-A Bonds in lieu of or in substitution for which other 2024-A Bonds shall have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture. “Owner,” when used with respect to any 2024-A Bond, means the person in whose name the ownership of such 2024-A Bond shall be registered on the Registration Books. “Permitted Investments” means any of the following, to the extent permitted by the laws of the State:

A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.

B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):

1. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership

2. Farmers Home Administration (FmHA)
Certificates of beneficial ownership

3. Federal Financing Bank

4. Federal Housing Administration Debentures (FHA)

5. General Services Administration
Participation certificates

6. Government National Mortgage Association (GNMA or “Ginnie Mae”) GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
139322106.3 11

7. U.S. Maritime Administration
Guaranteed Title XI financing

8. U.S. Department of Housing and Urban Development (HUD) Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself):

1. Federal Home Loan Bank System
Senior debt obligations

2. Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) Participation Certificates
Senior debt obligations

3. Federal National Mortgage Association (FNMA or “Fannie Mae”) Mortgage-backed securities and senior debt obligations

4. Student Loan Marketing Association (SLMA or “Sallie Mae”) Senior debt obligations

5. Resolution Funding Corp. (REFCORP) obligations

6. Farm Credit System
Consolidated systemwide bonds and notes
D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2, including funds for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee or such holding company provides investment advisory or other management services.

E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above.

Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks including the Trustee, its parent holding company and their affiliates.

The collateral must be held by a third party and the Trustee, on behalf of the bondholders must have a perfected first security interest in the collateral.

F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF, which may be from or with the Trustee, its parent holding company and their affiliates.

G. Investment Agreements, including GIC’s, Forward Purchase Agreements and Reserve Fund Put Agreements, with providers rated, or guaranteed by guarantors rated, at the time 139322106.3 12
of investment, in the top three categories (without regard to modifiers) by any two or more Rating Agencies.

H. Commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s, “A-1” or better by S&P or “F1” or better by Fitch.

I. Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories (without regard to modifiers) assigned by such agencies.

J. Federal funds, money market deposits or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or “A2” or better by Moody’s, “A-1” or “A” or better by S&P or “F1” or better by Fitch, including the Trustee, its parent holding company and their affiliates.

K. Repurchase Agreements which satisfy the following criteria:

Repurchase Agreements provide for the transfer of securities from a dealer bank, financial entity or securities firm (seller/borrower) to the City (buyer/lender) or the Trustee or a third party custodial agent, and the transfer of cash from the City to the dealer bank, financial entity or securities firm with an agreement that the dealer bank, financial entity or securities firm will repay the cash plus a yield to the City in exchange for the securities at a specified date.

1. Repos must be between the municipal entity and a dealer bank or securities firm or other financial entity
a. Primary dealers on the Federal Reserve reporting dealer list which are rated at the time of investment in the top three rating categories (without regard to modifiers) by two or more Rating Agencies, or
b. Banks rated at the time of investment in the top three rating categories (without regard to modifiers) by two or more Rating Agencies, or c. Financial Entities rated at the time of investment in the top three rating categories (without regard to modifiers) by two or more Rating Agencies.

2. The written repo contract must include the following:
a. Securities which are acceptable for transfer are those securities listed in (A), (B) and (C) above.
b. The term of the repo may be up to 30 days, or greater than 30 days if subject to put or redemption at par to pay project/construction costs and/or debt service on the Bonds.
c. The collateral must be delivered to the municipal entity, trustee or third party acting as agent for the trustee before/simultaneous with payment (perfection by possession of certificated securities).
d. Valuation of Collateral
139322106.3 13
(l) The securities must be valued weekly, marked-to-market at current market price plus accrued interest
(a) The value of collateral must be equal to at least 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm or financial entity under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash
transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are any of those listed in (C) above, then the value of collateral must equal 105%.

L. U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial banks (including the Trustee and its affiliates) which have a rating on their short- term certificates of deposit on the date of purchase of “P-1” by Moody’s, “A-1+” by S&P or “F1+” or better by Fitch and maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank.

M. Local Agency Investment Fund of the State of California (“LAIF”), created pursuant to Section 16429.1 of the California Government Code.

N. The City Treasurer’s Investment Pool so long as such Pool is rated AA- or better by S&P or Fitch or Aa3 or better by Moody’s.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity. “Principal Component” means with respect to a 2024-A Purchase Payment, the portion thereof which is designated and paid as principal pursuant to the terms of the Installment Purchase Agreement. “Project Costs” means the costs or expenses paid or incurred by the City in connection with the acquisition of Water System Assets.
“Project Revenues” means all amounts paid by the City pursuant to Section 4.2 of the Installment Purchase Agreement.
“Purchase Date” means (i) for a 2024-A Bond in the Daily Mode or the Weekly Mode, any Business Day selected by the Beneficial Owner of said 2024-A Bond pursuant to the provisions of Section

2.09(a)(i) hereof; and (ii) for any 2024-A Bond, any Mandatory Purchase Date for such 2024-A Bond. “Purchase Price” means an amount equal to the principal amount of any 2024-A Bonds purchased on any Purchase Date, plus unpaid accrued interest, if any, thereon to the Purchase Date (if the Purchase Date is not an Interest Payment Date).
“Qualified Obligations Account” means the Qualified Obligations Account established by Ordinance No. 5376.
“Rate Determination Date” means, with respect to 2024-A Bonds in the Flexible Mode, the Daily Mode, the Weekly Mode, the SIFMA Mode, the Term Rate Mode or the Fixed Rate Mode, a date on which an interest rate to be borne by any 2024-A Bonds shall be determined, which: (1) in the case of the Flexible Mode, shall be the first day of a Rate Period; (2) in the case of the Daily Mode, shall be no later than the 139322106.3 14
Business Day prior to the Delivery Date and, in the case of a subsequent change in Mode to the Daily Mode, shall be no later than the Business Day prior to the Mode Change Date, and, in each case, thereafter, shall be each Business Day; (3) in the case of the Weekly Mode, shall be no later than the Mode Change Date, and thereafter, shall be each Wednesday or, if Wednesday is not a Business Day, then the Business Day next following such Wednesday; (4) in the case of the SIFMA Mode, shall be no later than the Business Day prior to the Mode Change Date, and thereafter, shall be each Wednesday or, if Wednesday is not a Business Day, then the Business Day next following such Wednesday; (5) in the case of the Term Rate Mode, shall be a Business Day no earlier than fifteen (15) Business Days and no later than the Business Day next preceding the first day of a Term Rate Period, as determined by the Remarketing Agent; and (6) in the case of the Fixed Rate Mode, shall be a date determined by the Remarketing Agent which shall be at least one Business Day prior to the Conversion Date.
“Rate Period” means, for any 2024-A Bond in a particular Mode, each period of time that such 2024-A Bond bears interest at the specific rate (per annum) (or in the case of the SIFMA Mode, bears interest at a rate determined by reference to a specific Applicable SIFMA Spread) which becomes effective at the beginning of the applicable period, and shall include any Flexible Rate Period, Daily Rate Period, Weekly Rate Period, SIFMA Rate Period, Term Rate Period or Fixed Rate Period. “Rating Agency” means each of Moody’s, Standard & Poor’s and Fitch and/or such other nationally recognized securities rating agency selected by the City. “Rating Confirmation Notice” means a written notice from each Rating Agency confirming that the unenhanced rating on the 2024-A Bonds will not be lowered or withdrawn (other than a withdrawal of a short-term rating upon a change to a Long-Term Mode) as a result of the action proposed to be taken. “Record Date” means (i) with respect to 2024-A Bonds bearing interest payable on regularly scheduled Interest Payment Dates that shall occur on an interval more frequent than semi-annual, the last Business Day before an Interest Payment Date and (ii) with respect to 2024-A Bonds bearing interest payable on regularly scheduled Interest Payment Dates that shall occur on an interval that is semi-annual or less frequent, the fifteenth (15th) day (whether or not a Business Day) of the month next preceding each Interest Payment Date.
“Redemption Price” means, with respect to any 2024-A Bond, the principal amount thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to such 2024-A Bond or this Indenture.
“Registration Books” means the records maintained by the Trustee pursuant to Section 2.28 for the registration and transfer of ownership of the 2024-A Bonds. “Remarketing Agent” means each Person qualified under Section 2.22(a) hereof to act as Remarketing Agent for the 2024-A Bonds and appointed by the City from time to time. The initial Remarketing Agent shall be Goldman Sachs & Co. LLC.
“Remarketing Agreement” means a Remarketing Agreement relating to the 2024-A Bonds by and between the City and the Remarketing Agent or any similar agreement between the City and a Remarketing Agent, as it may be amended or supplemented from time to time in accordance with its terms. “Remarketing Proceeds Account” means the account with that name established within the Bond Purchase Fund pursuant to Section 2.20 hereof.
139322106.3 15
“S&P” means S&P Global Ratings, its successors and assigns, or, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a statistical rating organization, any other nationally recognized securities rating agency designated by the City, with the approval of the Authority, by notice to the Trustee.
“Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York 10041-0099, Attn. Call Notification Department, Fax-(212) 855-7232, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority or the City may designate in a Certificate of the Authority or a Written Request of an Authorized City Representative, as applicable, delivered to the Trustee.
“Series” means all 2024-A Bonds designated by descriptive title or otherwise as a series and prepared and issued in a simultaneous transaction, and any 2024-A Bonds thereafter prepared and issued in lieu of or in exchange or substitution for such 2024-A Bonds, pursuant to the provisions of this Indenture, regardless of variations in maturity, interest rate or other provisions. “Short-Term Mode” means the Flexible Mode, the Daily Mode, the Weekly Mode, the SIFMA Mode.
“SIFMA Call Protection Date” means with respect to each SIFMA Rate Period for the 2024-A Bonds, the date determined pursuant to Section 2.04(c)(vi) hereof. “SIFMA Delayed Remarketing Period” means the period from and including the applicable SIFMA Scheduled Mandatory Tender Date on which all of the 2024-A Bonds in the SIFMA Mode subject to purchase on such date pursuant to Section 2.09(b)(ii) hereof have not been purchased or remarketed pursuant to Section 2.10 hereof to (but not including) the earlier to occur of: (i) the date on which all such 2024-A Bonds are successfully purchased or remarketed pursuant to Section 2.19(c) hereof; or (ii) the date on which all of such 2024-A Bonds have been deemed to have been paid and are no longer Outstanding pursuant to this Indenture.
“SIFMA Delayed Remarketing Period Rate” means, during any SIFMA Delayed Remarketing Period, the per annum interest rate on the 2024-A Bonds during a SIFMA Delayed Remarketing Period, as follows:

For the Period (in Days) on and after
applicable SIFMA Scheduled Mandatory
Tender Date
on which such SIFMA Delayed
Remarketing Period shall commence
Interest
Rate
0-89 days [6.0]%
90 days and thereafter [8.0]%
Notwithstanding any of the foregoing, the SIFMA Delayed Remarketing Period Rate shall not exceed the Maximum Interest Rate.
“SIFMA Index” means, with respect to 2024-A Bonds in the SIFMA Mode, on any Rate Determination Date, the Securities Industry and Financial Markets Association Municipal Swap Index (formerly The Bond Market Association Municipal Swap Index), a seven–day high–grade market index composed of selected tax–exempt variable–rate demand obligations meeting specific criteria. The SIFMA Index is calculated weekly and released each Wednesday afternoon by Bloomberg. If at any time the 139322106.3 16
SIFMA Index is not available, there shall be used in its place such index as the City, following consultation with (i) the City’s municipal advisor, if any, and (ii) the Calculation Agent or the Remarketing Agent, as applicable for the applicable SIFMA Weekly Rate Period, from time to time determines most closely approximates the SIFMA Index.
“SIFMA Index Rate” means the per annum rate equal to the SIFMA Index. “SIFMA Mode” means the Mode during which the 2024-A Bonds bear interest at the Applicable SIFMA-Based Interest Rate.
“SIFMA Rate Period” means, with respect to 2024-A Bonds in the SIFMA Mode, a period determined pursuant to Section 2.04(c)(iv) hereof.
“SIFMA Scheduled Mandatory Tender Date” means with respect to each SIFMA Rate Period for 2024-A Bonds, the date determined by the City pursuant to Section 2.04(c)(vii) hereof. “SIFMA Standard Call Protection Date” means the date that is six (6) months prior to the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period (unless the SIFMA Rate Period shall be shorter than six (6) months, in which case, the SIFMA Standard Call Protection Date shall be inapplicable). “SIFMA Unscheduled Mandatory Tender Date” means a mandatory purchase date in a SIFMA Rate Period for 2024-A Bonds in the SIFMA Mode pursuant to Section 2.09(b)(vii) hereof (and excluding any mandatory purchase of 2024-A Bonds in the SIFMA Mode pursuant to Section 2.09(b)(ii) hereof). “SIFMA Weekly Rate Period” means the weekly period during each SIFMA Rate Period beginning on the Thursday following the applicable Rate Determination Date (or if such Rate Determination Date is not a Wednesday, the Thursday following the Wednesday immediately preceding such Rate Determination Date) through the following Wednesday whether or not such day is a Business Day during which the 2024-A Bonds in the SIFMA Mode bear interest at a particular Applicable SIFMA– Based Interest Rate.
“State” means the State of California.
“Substitution Date” means the date upon which a Credit Facility or Liquidity Facility is provided for the 2024-A Bonds not previously covered by a Credit Facility or Liquidity Facility or the date upon which an Alternate Credit Facility or Alternate Liquidity Facility is substituted for the Credit Facility or Liquidity Facility then in effect.
“Supplemental Indenture” means any indenture, agreement or other instrument hereafter duly executed by the Authority and the Trustee in accordance with the provisions of Section 7.01. “Tax Certificate” means the Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Internal Revenue Code of 1986, relating to the 2024-A Bonds, executed and delivered by the Authority and the City on the Delivery Date, as amended or supplemented from time to time. “Tax Regulations” means temporary and permanent regulations promulgated under or with respect to section 103 and sections 141 through 150, inclusive, of the Code. “Tender Agent” means each Person qualified under Section 2.22(b) hereof to act as Tender Agent with respect to the 2024-A Bonds and so appointed by the Authority and so acting from time to time, and its successors. The initial Tender Agent shall be U.S. Bank Trust Company, National Association. 139322106.3 17
“Tender Notice Deadline” means (i) during the Daily Mode, 10:00 a.m. on any Business Day and (ii) during the Weekly Mode, 5:00 p.m. on the Business Day seven (7) days prior to the applicable Purchase Date.
“Term Call Protection Date” means with respect to each Term Rate Period for the 2024-A Bonds, the date determined pursuant to Section 2.05(a)(iii) hereof. “Term Delayed Remarketing Period” means the period from and including the applicable Term Scheduled Mandatory Tender Date on which all of the 2024-A Bonds in the Term Rate Mode subject to purchase on such date pursuant to Section 2.09(b)(iii) hereof have not been purchased or remarketed pursuant to Section 2.10 hereof to (but not including) the earlier to occur of: (i) the date on which all such 2024-A Bonds are successfully purchased or remarketed pursuant to Section 2.23(c) hereof; or (ii) the date on which all of such 2024-A Bonds have been deemed to have been paid and are no longer Outstanding pursuant to this Indenture.
“Term Delayed Remarketing Period Rate” means, during any Term Delayed Remarketing Period, the per annum interest rate on the 2024-A Bonds during a Term Delayed Remarketing Period, as follows:

For the Period (in Days) on and after
applicable Term Scheduled Mandatory
Tender Date
on which such Term Delayed
Remarketing Period shall commence
Interest
Rate
0-89 days [6.0]%
90 days and thereafter [8.0]%
Notwithstanding any of the foregoing, the Term Delayed Remarketing Period Rate shall not exceed the Maximum Interest Rate.
“Term Rate” means the per annum interest rate for the applicable Term Rate Period for the 2024-A Bonds in the Term Rate Mode determined pursuant to Section 2.05(a) hereof. “Term Rate Mode” means the Mode during which the 2024-A Bonds bear interest at the Term Rate.
“Term Rate Period” means the period from (and including) the beginning date of each successive Rate Period selected for the 2024-A Bonds by the City pursuant to Section 2.05(a) while such 2024-A Bonds are in the Term Rate Mode to (but excluding) the commencement date of the next succeeding Rate Period, including another Term Rate Period. Except as otherwise provided herein, a Rate Period for the 2024-A Bonds in the Term Rate Mode must be at least 180 days in length. “Term Scheduled Mandatory Tender Date” means with respect to each Term Rate Period for 2024-A Bonds, the date determined by the City pursuant to Section 2.05(a) hereof. “Term Standard Call Protection Date” means the date that is six (6) months prior to the Term Scheduled Mandatory Tender Date for such Term Rate Period (unless the Term Rate Period shall be shorter than six (6) months, in which case, the Term Standard Call Protection Date shall be inapplicable). 139322106.3 18
“Term Unscheduled Mandatory Tender Date” means a mandatory purchase date in a Term Rate Period for 2024-A Bonds in the Term Rate Mode pursuant to Section 2.09(b)(viii) hereof (and excluding any mandatory purchase of 2024-A Bonds in the Term Rate Mode pursuant to Section 2.09(b)(iii) hereof). “Trustee” means U.S. Bank Trust Company, National Association, and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VI.
“Unassigned Rights” means the rights of the Authority under Sections 4.3, 7.2, 7.3, 7.4, 9.3, 9.7,

9.8, 9.9 and 9.10 of the Installment Purchase Agreement. “Water System Assets” means the components of the Water System to be financed with the net proceeds of the 2024-A Bonds, as described in the Installment Purchase Agreement. “Weekly Mode” means the Mode during which the 2024-A Bonds bear interest at the Weekly Rate.
“Weekly Rate” means the per annum interest rate on the 2024-A Bonds for each Weekly Rate Period in the Weekly Mode determined pursuant to Section 2.04(b) hereof. “Weekly Rate Period” means the period during which the 2024-A Bonds in the Weekly Mode shall bear a Weekly Rate, which shall be the period commencing on each Business Day immediately following a Rate Determination Date to and including the next Rate Determination Date, except the last Weekly Rate Period which shall be from and including the Business Day immediately following the Rate Determination Date that is immediately prior to the Mode Change Date or Maturity Date of the 2024-A Bonds to the day of the Mode Change Date or Maturity Date. “Written Request” means a written instrument signed by an Authorized City Representative or an Authorized Authority Representative, as the case may be. “2024-A Bonds” means the $__________ aggregate principal amount of Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2024-A (Water System Project) (Variable Rate Demand Bonds) (Second Lien Qualified Obligations) authorized by and at any time outstanding pursuant to the Bond Law and this Indenture.
“2024-A Purchase Payments” means the payments so designated in the Installment Purchase Agreement.
“2024-A Reimbursement Obligations” has the meaning given in the Installment Purchase Agreement.

Section 1.02. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Section or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.03. Authorization and Purpose of 2024-A Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the 2024-A Bonds and has found, as a result of such review, and hereby finds and determines that all things, conditions, and acts required by law to exist, happen and be performed precedent to and in the issuance of the 2024-A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is 139322106.3 19
now authorized under the Bond Law and each and every requirement of law, to issue the 2024-A Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the 2024-A Bonds pursuant to the Bond Law and this Indenture.

Section 1.04. Equal Security. In consideration of the acceptance of the 2024-A Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners from time to time of the 2024-A Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the 2024-A Bonds without preference, priority or distinction as to security or otherwise of any of the 2024-A Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

Section 1.05. Conditions Precedent Satisfied. Each party hereto represents that all acts, conditions and things required of it by law to exist, happen and be performed by it precedent to and in connection with the execution and entering into of this Indenture have happened and have been performed in regular and due time, form and manner as required by law, and each party hereto represents that it is now duly empowered to execute and enter into this Indenture.

Section 1.06. Exhibits. The following Exhibits are attached to and by this reference made a part of this Indenture:

Exhibit A: Form of 2024-A Bond
Exhibit B: Form of Requisition

ARTICLE II
ISSUANCE OF THE 2024-A BONDS
Section 2.01. Terms of the 2024-A Bonds.
(a) Generally. The 2024-A Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture shall be designated the “Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2024-A (Water System Project) (Variable Rate Demand Bonds) (Second Lien Qualified Obligations)” and shall be issued in the original aggregate principal amount of [ORIGINAL PAR] Dollars ($__________).
(b) Date and Maturity; Initial Mode and Rate. The 2024-A Bonds shall be dated the Delivery Date and shall mature on the Maturity Date. The 2024-A Bonds shall at any time bear interest in a Short-Term Mode or a Long-Term Mode. However, at any given time, all 2024-A Bonds shall bear interest in the same Mode. While in a Short-Term Mode or a Long-Term Mode, the 2024-A Bonds shall bear interest at the applicable rate or rates during each applicable Interest Accrual Period until the entire principal amount of the 2024-A Bonds has been paid. The principal of the 2024-A Bonds shall be due and payable on the respective Maturity Date thereof or upon an earlier redemption date thereof.

The 2024-A Bonds shall initially be in a Short-Term Mode. The 2024-A Bonds shall initially be delivered in the Daily Mode, bearing interest at the Daily Rate as provided herein. The initial Interest Payment Date for the 2024-A Bonds shall be _________, 2024. 139322106.3 20
(c) Registered Form, Denominations. The 2024-A Bonds shall be issued in fully registered form in Authorized Denominations. The 2024-A Bonds shall initially be evidenced by one bond maturing on the Maturity Date. Each 2024-A Bond shall be numbered in a manner determined by the Trustee so as to be distinguished from every other such 2024-A Bond, with each such number designation preceded by the letter “R.” The 2024-A Bonds shall initially be subject to the book-entry only system and shall be registered in the name of “Cede & Co.,” as nominee of DTC, in accordance with Section 2.32 hereof.

Section 2.02. Place of Payment. The principal and Redemption Price or Purchase Price of the 2024-A Bonds shall be payable in lawful money of the United States of America at the principal Corporate Trust Office of the Trustee. The Trustee is hereby appointed as Paying Agent for the 2024-A Bonds, in accordance with Section 6.13 hereof. The principal and Redemption Price or Purchase Price of the 2024- A Bonds shall also be payable at any other place that may be provided for such payment by the appointment of any other paying agent or paying agents as permitted by this Indenture. Interest on the 2024-A Bonds shall be paid by the Trustee (as Paying Agent for the 2024-A Bonds) on the applicable payment dates (a) in the case of 2024-A Bonds other than 2024-A Bonds bearing interest in a Long-Term Mode, by wire transfer of immediately available funds on the applicable Record Date to an account specified by the Owner thereof in writing delivered to the Trustee, and (b) in the case of 2024-A Bonds bearing interest in a Long- Term Mode, by check mailed by the Trustee to the respective Owners thereof on the applicable Interest Payment Date at their addresses as they appear as of the close of business on the applicable Record Date in the registration books kept by the Trustee, except that in the case of (i) such an Owner of $1,000,000 or more in aggregate principal amount of 2024-A Bonds, upon the written request of such Owner to the Trustee at least two (2) Business Days before the Record Date, specifying the account or accounts in the continental United States to which such payment shall be made, (ii) Liquidity Provider Bonds, such payments shall be made by wire transfer of immediately available funds as more fully set forth in the applicable Liquidity Facility on the applicable payment date following such Record Date and (iii) 2024-A Reimbursement Obligations, such payments shall be made by wire transfer of immediately available funds as more fully set forth in the applicable Credit Facility on the applicable payment date. Any request referred to in clause (i) of the preceding sentence shall remain in effect until revoked or revised by such Owner by an instrument in writing delivered to the Trustee. When the Depository’s book-entry system is in effect, interest may be paid by wire transfer in accordance with mutually satisfactory arrangements between the Trustee and the Depository. The principal, Redemption Price or Purchase Price, premium, if any, and interest with respect to the 2024-A Bonds will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money.

Section 2.03. Interest on the 2024-A Bonds; General.
(a) Payment of Interest. Interest on the 2024-A Bonds shall be paid on each Interest Payment Date and on any redemption date for the 2024-A Bonds being redeemed. (b) Interest Accrual, Calculation and Payment; Maximum Interest Rate. (i) When a Short-Term Mode is in effect, interest shall be calculated for the 2024-A Bonds on the basis of a 365/366 day year for the actual number of days elapsed. When a Long-Term Mode is in effect, interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.

Payment of interest on each 2024-A Bond shall be made on each Interest Payment Date for such 2024-A Bond for unpaid interest accrued during the Interest Accrual Period to the Owner of record of such 2024-A Bond on the applicable Record Date.
(ii) The 2024-A Bonds in any Mode, other than a Fixed Rate Mode, may be changed to a New Mode or converted to the Fixed Rate Mode at the times and in the manner hereinafter provided in Section

2.07. Subsequent to such change in Mode (other than a change to a Fixed Rate Mode), such 2024-A Bonds 139322106.3 21
may again be changed to a New Mode or converted to the Fixed Rate Mode at the times and in the manner hereinafter provided in Section 2.07. Any change to the Fixed Rate Mode shall be in effect until the respective Maturity Date of the 2024-A Bonds, or acceleration thereof prior to such Maturity Date, if applicable, and the 2024-A Bonds in the Fixed Rate Mode may not be changed to any other Mode. (iii) Notwithstanding any provision to the contrary herein, (i) Liquidity Provider Bonds shall bear interest calculated at the rates (and on the basis) applicable from time to time under the applicable Liquidity Facility and such interest shall accrue and be payable on the dates as specified in the applicable Liquidity Facility and (ii) 2024-A Reimbursement Obligations shall bear interest calculated at the rates (and on the basis) applicable from time to time under the applicable Credit Facility and such interest shall accrue and be payable on the dates as specified in the applicable Credit Facility. (iv) Notwithstanding any provision to the contrary herein, no 2024-A Bond shall bear interest at an interest rate higher than the Maximum Interest Rate. (v) In the absence of manifest error, the determination of interest rates (including any determination of rates in connection with a New Mode), any spread and interest periods by the Remarketing Agent and/or Calculation Agent and the record of interest rates maintained by the Trustee shall be conclusive and binding upon the Remarketing Agent, the Calculation Agent, the Trustee, the Authority, the City, the Owners and the Beneficial Owners.

Section 2.04. Short-Term Modes.
(a) Determination of Flexible Rates and Rate Periods During Flexible Mode. (i) A Rate Period for the 2024-A Bonds in the Flexible Mode shall be of a duration of from one to 360 calendar days, ending on a Business Day or the Maturity Date, as the Remarketing Agent shall determine in accordance with the provisions of this Section 2.04(a). A Flexible Rate Bond can have a Rate Period, and bear interest at a Flexible Rate, different than another Flexible Rate Bond. In making the determinations with respect to Rate Periods, subject to limitations imposed by the second preceding sentence and in Section 2.03 hereof, on each Rate Determination Date for a Flexible Rate Bond, the Remarketing Agent shall select for such 2024-A Bond the Rate Period that would result in the Remarketing Agent being able to remarket such 2024-A Bond at par in the secondary market at the lowest average interest cost; provided, however, that if the Remarketing Agent has received notice from the City that the 2024-A Bonds are to be changed from the Flexible Mode to any other Mode or converted to a Fixed Rate Mode, the Remarketing Agent shall select Rate Periods which do not extend beyond the resulting applicable proposed Mandatory Purchase Date of the 2024-A Bonds.
(ii) By 1:00 p.m. on each Rate Determination Date, the Remarketing Agent, with respect to each 2024-A Bond in the Flexible Mode that is subject to adjustment on such date, shall determine the Flexible Rate(s) for the Rate Periods then selected for such 2024-A Bond and shall give notice by Electronic Means to the Trustee, the Tender Agent and the City, of the Rate Period, the Purchase Date(s) and the Flexible Rate(s). The Remarketing Agent shall make the Flexible Rate and Rate Period available after 2:00 p.m. on each Rate Determination Date by telephone or Electronic Means to the City, the Trustee and the Tender Agent and to any Beneficial Owner or other Notice Party requesting such information. (b) Determination of Interest Rates During the Daily Mode and the Weekly Mode. (i) The 2024-A Bonds shall be issued initially in the Daily Mode, bearing interest at the Daily Rate as provided herein. The interest rate for the 2024-A Bonds in the Daily Mode or Weekly Mode shall be the rate of interest per annum determined by the Remarketing Agent on and as of the applicable Rate 139322106.3 22
Determination Date as the minimum rate of interest which, in the opinion of the Remarketing Agent under then-existing market conditions, would result in the sale of the 2024-A Bonds in the Daily Mode or Weekly Mode, as applicable, at a price equal to the principal amount thereof, plus interest, if any, accrued through the then current Interest Accrual Period.
(ii) During the Daily Mode, the Remarketing Agent shall establish the Daily Rate by 10:00 a.m. on each Rate Determination Date. The Daily Rate for any day during the Daily Mode which is not a Business Day shall be the Daily Rate established on the immediately preceding Rate Determination Date.

The Remarketing Agent shall make the Daily Rate available after 10:30 a.m. on each Rate Determination Date by telephone or Electronic Means to the City, the Trustee and the Tender Agent and to any Beneficial Owner or other Notice Party requesting such rate.
(iii) During the Weekly Mode, the Remarketing Agent shall establish the Weekly Rate by 5:00 p.m. on each Rate Determination Date. The Weekly Rate shall be in effect during the applicable Weekly Rate Period. The Remarketing Agent shall make the Weekly Rate available after 5:30 p.m. on the Rate Determination Date by telephone or Electronic Means to the City, the Trustee and the Tender Agent and to any Beneficial Owner or other Notice Party requesting such rate. (c) Determination of Interest Rates, SIFMA Rate Periods, Applicable SIFMA Spread, SIFMA Call Protection Date and SIFMA Scheduled Mandatory Tender Dates During the SIFMA Mode. (i) During the period beginning on the first day on which a change in Mode of the 2024-A Bonds to the SIFMA Mode is effected and ending on the effective date of a change in Mode to a New Mode or the conversion to a Fixed Rate Mode of such 2024-A Bonds, such 2024-A Bonds shall, subject to Section

2.04(c)(ix) or as otherwise provided herein, bear interest at the Applicable SIFMA–Based Interest Rate for each SIFMA Weekly Rate Period (or portion thereof) during the applicable SIFMA Rate Period. (ii) The SIFMA Index Rate and the Applicable SIFMA-Based Interest Rate for each SIFMA Weekly Rate Period shall be determined by the Calculation Agent on each Rate Determination Date during such SIFMA Rate Period. Promptly following determination of the SIFMA Index Rate and the Applicable SIFMA-Based Interest Rate on each Rate Determination Date, the Calculation Agent will notify the Authority, the City, the Trustee (if the Trustee is not the Calculation Agent) and the Remarketing Agent, if any, of the Applicable SIFMA-Based Interest Rate for the next succeeding SIFMA Weekly Rate Period (or portion thereof). All percentages resulting from the calculation of the Applicable SIFMA–Based Interest Rate will be rounded upwards, if necessary, to the nearest fifth decimal place. (iii) During each SIFMA Rate Period, no later than 11:00 a.m. on the Business Day immediately preceding each Interest Payment Date while the 2024-A Bonds bear interest in the SIFMA Mode, the Trustee shall deliver written notice to the Authority, the City and the Remarketing Agent, if any, specifying the Applicable SIFMA-Based Interest Rate for each SIFMA Weekly Rate Period (or portion thereof) during the Interest Accrual Period preceding such Interest Payment Date, and the aggregate amount of interest that accrued during the Interest Accrual Period ending on the day preceding such Interest Payment Date, together with a detailed calculation of the foregoing.
(iv) Each SIFMA Rate Period for such 2024-A Bonds shall commence on the first to occur of (i) the SIFMA Scheduled Mandatory Tender Date of the immediately preceding SIFMA Rate Period for such 2024-A Bonds, if all the 2024-A Bonds subject to purchase are actually purchased pursuant to Section

2.09(b)(ii), (ii) a SIFMA Unscheduled Mandatory Tender Date if all 2024-A Bonds subject to purchase are actually purchased pursuant to Section 2.09(b)(vii) hereof, and (iii) the effective date of a subsequent change in Mode from another Mode back to the SIFMA Mode. Each SIFMA Rate Period shall end on the first to occur of (i) the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period for the 139322106.3 23
2024-A Bonds, (ii) a SIFMA Unscheduled Mandatory Tender Date during such SIFMA Rate Period if all 2024-A Bonds subject to purchase are actually purchased pursuant to Section 2.09(b)(vii) hereof, (iii) the first date on which such 2024-A Bonds bear interest in a Mode other than the SIFMA Mode, or (iv) the date on which all such 2024-A Bonds are redeemed in accordance with the terms of this Indenture or all principal of and interest on such 2024-A Bonds are otherwise paid in full. (v) The Applicable SIFMA Spread for any SIFMA Rate Period shall be determined by the Remarketing Agent by 5:00 p.m. on a date that is not later than (and which may be earlier than) two (2) Business Days before (a) the date a change in Mode to the SIFMA Mode is effected for 2024-A Bonds, and (b) the first day on which any SIFMA Rate Period shall commence for such 2024-A Bonds. The Remarketing Agent shall determine the Applicable SIFMA Spread for each SIFMA Rate Period for the 2024-A Bonds which shall be equal to the number of basis points on the date of determination that, based upon the length of the relevant SIFMA Rate Period, when added to the SIFMA Index Rate, will equal the minimum interest rate per annum that would enable all of the 2024-A Bonds to be sold in the SIFMA Mode (i) on the date a change in Mode from another Mode to the SIFMA Mode is effected for such 2024-A Bonds or (ii) on the date on which any subsequent SIFMA Rate Period shall commence for such 2024-A Bonds, at a price equal to the principal amount thereof (without regard to accrued interest, if any). On each date that the Remarketing Agent determines an Applicable SIFMA Spread pursuant to this Section 2.04(c)(v), the Remarketing Agent shall furnish the Applicable SIFMA Spread so determined by Electronic Means to the Authority, the City, the Trustee, the Tender Agent and the Calculation Agent and to any Beneficial Owner or other Notice Party requesting such information. (vi) With respect to any subsequent SIFMA Rate Period for the 2024-A Bonds that is longer than six (6) months, the SIFMA Call Protection Date for such SIFMA Rate Period for such 2024-A Bonds shall be, except as otherwise provided herein, the SIFMA Standard Call Protection Date; provided, that if the City delivers to the Trustee a Favorable Opinion of Bond Counsel and specifies such SIFMA Call Protection Date in the direction delivered pursuant to Sections 2.07, 2.04(c)(vii) or 2.09(b)(vii) hereof, the City may determine that any Business Day during such SIFMA Rate Period for such 2024-A Bonds will be the SIFMA Call Protection Date for such SIFMA Rate Period; provided, further, that if the SIFMA Rate Period is six (6) months or shorter, the 2024-A Bonds will not be subject to optional redemption or unscheduled mandatory purchase during such SIFMA Rate Period. (vii) For any SIFMA Rate Period for the 2024-A Bonds, unless the 2024-A Bonds in the SIFMA Mode have been purchased (including in connection with a change in Mode or conversion to a Fixed Rate Mode) or redeemed prior to the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period for such 2024-A Bonds, the City, by written notice and direction to the other Notice Parties, delivered by Electronic Means not later than ten (10) days before the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period for such 2024-A Bonds, shall determine the next SIFMA Scheduled Mandatory Tender Date for such 2024-A Bonds in the SIFMA Mode immediately following the purchase of the 2024-A Bonds pursuant to Section 2.09(b)(ii) hereof, as provided in this Section 2.04(c)(vii). For any SIFMA Rate Period for the 2024-A Bonds (including any SIFMA Rate Period commencing as provided in Section

2.04(c)(iv) above), the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period may be any Business Day except that the SIFMA Scheduled Mandatory Tender Date shall not be a date that is earlier than three (3) months after the commencement of the SIFMA Rate Period for such 2024-A Bonds.

If the City is required to deliver a written notice and direction described in the first sentence of this Section

2.04(c)(vii) but fails to do so, then the SIFMA Scheduled Mandatory Tender Date for the SIFMA Rate Period for such 2024-A Bonds immediately following the purchase of the 2024-A Bonds in the SIFMA Mode pursuant to Section 2.09(b)(ii) hereof shall be the date that is one (1) year after the commencement of the SIFMA Rate Period for such 2024-A Bonds (unless such date is not a Business Day, in which case the SIFMA Scheduled Mandatory Tender Date shall be the first Business Day following such date). 139322106.3 24
(viii) In the event moneys on deposit with the Tender Agent are sufficient to pay the Purchase Price of 2024-A Bonds in the SIFMA Mode tendered for purchase on a SIFMA Scheduled Mandatory Tender Date for such 2024-A Bonds pursuant to Section 2.09(b)(ii) hereof or on a SIFMA Unscheduled Mandatory Tender Date pursuant to Section 2.09(b)(vii) hereof, the following shall occur (unless the City effects a change in Mode pursuant to Section 2.07 hereof): (i) the SIFMA Rate Period for such 2024-A Bonds in effect immediately before such purchase shall terminate on the SIFMA Scheduled Mandatory Tender Date or SIFMA Unscheduled Mandatory Tender Date, as the case may be, for such 2024-A Bonds and a new SIFMA Rate Period for such 2024-A Bonds shall commence on such date; and (ii) the Applicable SIFMA Spread with respect to the 2024-A Bonds for the new SIFMA Rate Period shall be determined pursuant to Section 2.04(c)(v).
(ix) Notwithstanding anything herein to the contrary, during any SIFMA Delayed Remarketing Period, the 2024-A Bonds shall bear interest at the SIFMA Delayed Remarketing Period Rate.

Section 2.05. Long-Term Modes.
(a) Determination of Term Rates.
(i) Once the 2024-A Bonds are changed to the Term Rate Mode, the 2024-A Bonds shall continue in the Term Rate Mode until changed to a New Mode or converted to the Fixed Rate Mode in accordance with Section 2.07 hereof. The Term Rate for the 2024-A Bonds in the Term Rate Mode shall be determined by the Remarketing Agent not later than 4:00 p.m. on the Rate Determination Date, and the Remarketing Agent shall make the Term Rate available by telephone or by Electronic Means after 5:00 p.m. on the Rate Determination Date to the Authority, the City and the Trustee and to any Beneficial Owner or other Notice Party requesting such rate. The Term Rate shall be the minimum rate which, in the sole judgment of the Remarketing Agent, would result in a sale of the 2024-A Bonds at a price equal to the principal amount thereof on the Rate Determination Date for the Rate Period selected by the Authority, the City in writing delivered to the Remarketing Agent before such Rate Determination Date. If a new Rate Period is not selected by the City prior to a Rate Determination Date (for a reason other than a court prohibiting such selection), the new Rate Period shall be the same length as the current Rate Period (or such lesser period as shall be necessary to comply with the last sentence of this paragraph). No Rate Period in the Term Rate Mode for the 2024-A Bonds may extend beyond the applicable Maturity Date of the 2024- A Bonds.
(ii) The first Term Rate Period for any 2024-A Bonds shall commence on the effective date of a change in Mode from another Mode to the Term Rate Mode. Therefore, each Term Rate Period for such 2024-A Bonds shall commence on the first to occur of (i) the Term Scheduled Mandatory Tender Date of the immediately preceding Term Rate Period for such 2024-A Bonds, if all the 2024-A Bonds subject to purchase are actually purchased pursuant to Section 2.09(b)(iii), (ii) a Term Unscheduled Mandatory Tender Date if all 2024-A Bonds subject to purchase are actually purchased pursuant to Section 2.09(b)(viii) hereof, and (iii) the effective date of a subsequent change in Mode from another Mode back to the Term Rate Mode. Each Term Rate Period shall end on the first to occur of (i) the Term Scheduled Mandatory Tender Date for such Term Rate Period for the 2024-A Bonds, (ii) a Term Unscheduled Mandatory Tender Date during such Term Rate Period if all 2024-A Bonds subject to purchase are actually purchased pursuant to Section 2.09(b)(viii) hereof, (iii) the first date on which such 2024-A Bonds bear interest in a Mode other than the Term Rate Mode, or (iv) the date on which all such 2024-A Bonds are redeemed in accordance with the terms of this Indenture or all principal of and interest on such 2024-A Bonds are otherwise paid in full.
(iii) With respect to any subsequent Term Rate Period for the 2024-A Bonds that is longer than six (6) months, the Term Call Protection Date for such Term Rate Period for such 2024-A Bonds shall be, 139322106.3 25
except as otherwise provided herein, the Term Standard Call Protection Date; provided, that if the City delivers to the Trustee a Favorable Opinion of Bond Counsel and specifies such Term Call Protection Date in the direction delivered pursuant to Section 2.07, 2.05(a)(iv) or 2.09(b)(viii) hereof, the City may determine that any Business Day during such Term Rate Period for such 2024-A Bonds will be the Term Call Protection Date for such Term Rate Period; provided, further, that if the Term Rate Period is six (6) months or shorter, such 2024-A Bonds will not be subject to optional redemption or unscheduled mandatory purchase during such Term Rate Period.
(iv) For any Term Rate Period for the 2024-A Bonds, unless the 2024-A Bonds in the Term Rate Mode have been purchased (including in connection with a change in Mode or conversion to a Fixed Rate Mode) or redeemed prior to the Term Scheduled Mandatory Tender Date for such Term Rate Period for such 2024-A Bonds, the City, by written notice and direction to the other Notice Parties, delivered by Electronic Means not later than ten (10) days before the Term Scheduled Mandatory Tender Date for such Term Rate Period for such 2024-A Bonds, shall determine the next Term Scheduled Mandatory Tender Date for such 2024-A Bonds in the Term Rate Mode immediately following the purchase of the 2024-A Bonds pursuant to Section 2.09(b)(iii) hereof, as provided in this Section 2.05(a)(iv). For any Term Rate Period for the 2024-A Bonds (including a Term Rate Period commencing as provided in Section 2.05(a)(ii) above), the Term Scheduled Mandatory Tender Date for such Term Rate Period for such 2024-A Bonds may be any Business Day except that the Term Scheduled Mandatory Tender Date shall not be a date that is earlier than three (3) months after the commencement of the Term Rate Period for such 2024-A Bonds.

If the City is required to deliver a written notice and direction described in the first sentence of this Section

2.05(a)(iv) but fails to do so, then the Term Scheduled Mandatory Tender Date for the Term Rate Period for such 2024-A Bonds immediately following the purchase of the 2024-A Bonds in the Term Rate Mode pursuant to Section 2.09(b)(iii) hereof, shall be the date that is one (1) year after the commencement of the Term Rate Period for such 2024-A Bonds (unless such date is not a Business Day, in which case the Term Scheduled Mandatory Tender Date shall be the first Business Day following such date). (v) In the event moneys on deposit with the Tender Agent are sufficient to pay the Purchase Price of the 2024-A Bonds in the Term Rate Mode tendered for purchase on a Term Scheduled Mandatory Tender Date for such 2024-A Bonds pursuant to Section 2.09(b)(iii) hereof or on a Term Unscheduled Mandatory Tender Date for such 2024-A Bonds pursuant to Section 2.09(b)(viii) hereof, the following shall occur (unless the City effects a change in Mode pursuant to Section 2.07 hereof): (i) the Term Rate Period for such 2024-A Bonds in effect immediately before such purchase shall terminate on such Term Scheduled Mandatory Tender Date or Term Unscheduled Mandatory Tender Date, as the case may be, for such 2024-A Bonds and (ii) a new Term Rate Period for such 2024-A Bonds determined by the City pursuant to Section

2.05(a)(i) hereof shall commence on such date.
(vi) Notwithstanding anything herein to the contrary, during any Term Delayed Remarketing Period, the 2024-A Bonds shall bear interest at the Term Delayed Remarketing Period Rate. (b) Determination of Fixed Rates. The Remarketing Agent shall determine the Fixed Rate for the 2024-A Bonds being converted to the Fixed Rate Mode in the manner and at the times as follows: not later than 4:00 p.m. on the applicable Rate Determination Date the Remarketing Agent shall determine the Fixed Rate (or Fixed Rates, if the 2024-A Bonds will have serial maturity dates in accordance with Section

2.07(b)(iv) hereof). Except as set forth in Section 2.07(b)(iv) hereof, the Fixed Rate shall be the minimum interest rate which, in the sole judgment of the Remarketing Agent, will result in a sale of the 2024-A Bonds at a price equal to the principal amount thereof on the Rate Determination Date. The Remarketing Agent shall make the Fixed Rate available by telephone or by Electronic Means after 4:00 p.m. on the Rate Determination Date to the Authority, the City and the Trustee and to any other Notice Party requesting such Fixed Rate. Subject to Section 2.07(b)(iv), the Fixed Rate (or Fixed Rates) so established for the 2024-A Bonds shall remain in effect until the Maturity Date of such 2024-A Bonds. 139322106.3 26
Section 2.06. Alternate Rates. While 2024-A Bonds are in the Daily Mode, the Weekly Mode, the Flexible Mode or the Term Rate Mode, the following provisions shall apply in the event (i) the Remarketing Agent fails or is unable to determine the interest rate or Rate Period (if applicable) for any 2024-A Bonds, (ii) the method by which the Remarketing Agent determines the interest rate or Rate Period with respect to the 2024-A Bonds (or the selection by the City of the Rate Periods for 2024-A Bonds in the Term Rate Mode) shall be held to be unenforceable by a court of law of competent jurisdiction or (iii) the Remarketing Agent suspends its remarketing effort in accordance with the Remarketing Agreement. These provisions shall continue to apply until such time as the Remarketing Agent (or the City if applicable) again makes such determinations. In the case of clause (ii) above, the Remarketing Agent (or the City, if applicable) shall again make such determination at such time as there is delivered to the Remarketing Agent and the City an Opinion of Bond Counsel to the effect that there are no longer any legal prohibitions against such determinations. The following shall be the methods by which the interest rates and, in the case of the Flexible Mode and the Term Rate Mode, the Rate Periods, shall be determined for the 2024-A Bonds as to which any of the events described in clauses (i), (ii) or (iii) shall be applicable. Such methods shall be applicable from and after the date any of the events described in clauses (i), (ii) or (iii) first become applicable to any 2024-A Bonds until such time as such events are no longer applicable to any 2024-A Bonds. These provisions shall not apply if the City fails to select a Rate Period for the 2024-A Bonds in the Term Rate Mode for a reason other than as described in clause (ii) above.

For Flexible Rate Bonds, the next Rate Period shall be from, and including, the first day following the last day of the current Rate Period for the 2024-A Bonds to, but excluding, the next succeeding Business Day and thereafter shall commence on each Business Day and extend to, but exclude, the next succeeding Business Day. For each such Rate Period, the interest rate for the 2024-A Bonds shall be the applicable Alternate Rate in effect on the Business Day that begins a Rate Period.

If the 2024-A Bonds are in the Daily Mode or the Weekly Mode, then such 2024-A Bonds shall bear interest during each subsequent Rate Period at the applicable Alternate Rate in effect on the first day of such Rate Period.

If the 2024-A Bonds are then in the Term Rate Mode, then the Mode for the 2024-A Bonds shall automatically change to the Flexible Mode, with a Rate Period commencing on the first day following the last day of the current Rate Period for the 2024-A Bonds to, but excluding, the next succeeding Business Day and thereafter shall commence on each Business Day and extend to, but exclude, the next succeeding Business Day. For each such Rate Period, the interest rate for the 2024-A Bonds shall be the applicable Alternate Rate in effect at the beginning of each such Rate Period.

Section 2.07. Changes in Mode; Conversion. While the 2024-A Bonds are in the Flexible Mode, the Daily Mode, the Weekly Mode, the SIFMA Mode or the Term Rate Mode, subject to the provisions of this Section 2.07 and any Credit Facility or Liquidity Facility then in effect (if any), the City may effect a change in Mode with respect to such 2024-A Bonds in the Flexible Mode, Daily Mode, Weekly Mode, SIFMA Mode or Term Rate Mode or a conversion with respect to such 2024-A Bonds to the Fixed Rate Mode. If a change in Mode or conversion will make the 2024-A Bonds subject to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, if it has not already done so, the City will execute a continuing disclosure undertaking satisfying the requirements of such Rule and shall cooperate with the Remarketing Agent and any Participating Underwriter (as defined in such Rule) in satisfying the requirements of such Rule.
(a) Changes to Modes Other Than Fixed Rate Mode. The 2024-A Bonds may be changed from the Flexible Mode, Daily Mode, Weekly Mode, SIFMA Mode or Term Rate Mode to another Mode (other than the Fixed Rate Mode) as follows:
139322106.3 27
(i) Mode Change Notice; Notice to Owners. No later than a Business Day which is at least twenty (20) days preceding the proposed Mode Change Date, the City shall give written notice to the Notice Parties and to each Rating Agency (if applicable) of its intention to effect a change in the Mode from the Mode then prevailing (for purposes of this Section, the “Current Mode”) to another Mode (for purposes of this Section, the “New Mode”) specified in such written notice, and, (A) if the change in Mode is to the SIFMA Mode, such notice shall also specify the duration of the first SIFMA Rate Period, the Business Day that the Cityelects to be the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period commencing on the Mode Change Date to a SIFMA Mode and the SIFMA Call Protection Date (if applicable) for such SIFMA Rate Period, each as set by the City (subject to the requirements of Section

2.04(c) hereof); and (B) if the change in Mode is to the Term Rate Mode, such notice shall specify the duration of the initial Term Rate Period, as set by the City. In the case of a change in Mode to a New Mode other than a Daily Mode or Weekly Mode, such notice to the Notice Parties shall also include a statement as to whether, there will be a Liquidity Facility and/or Credit Facility in effect with respect to the 2024-A Bonds following such change (except in the case of a change in Mode to a Daily Mode or Weekly Mode, where a Liquidity Facility and/or Credit Facility shall be required) and in any such case, the identity of any provider of any Liquidity Facility and/or Credit Facility. Notice of the proposed change in Mode shall be given by the Trustee to the Owners of the applicable 2024-A Bonds not later than the fifteenth (15th) day next preceding the proposed Mode Change Date. Such notice shall state: (1) the Mode to which the 2024-A Bonds will be changed to and the proposed Mode Change Date; (2) except in the case of a change from the Daily Mode to the Weekly Mode or from the Weekly Mode to the Daily Mode when a Liquidity Facility and/or Credit Facility supporting the 2024-A Bonds in both the Daily Mode and the Weekly Mode is then in effect, that the 2024-A Bonds will be subject to mandatory tender for purchase on the Mode Change Date and the Purchase Price of the 2024-A Bonds; (3) that the mandatory purchase shall not occur on the proposed Mode Change Date unless the conditions set forth in this Indenture for the effectiveness of the change in Mode have been satisfied, but that such 2024-A Bonds will continue to be subject to mandatory tender pursuant to any other applicable mandatory tender provisions set forth in this Indenture, if applicable; and (4) if the book-entry system is no longer in effect with respect to such 2024-A Bonds, information with respect to required delivery of 2024-A Bond certificates and payment of Purchase Price. (ii) Conditions Precedent:
(1) The Mode Change Date shall be:
(i) in the case of a change from the Flexible Mode, the next Mandatory Purchase Date for the Flexible Rate Bonds;
(ii) in the case of a change from the Daily Mode or Weekly Mode, any Business Day;
(iii) in the case of a change from the SIFMA Mode, any Business Day from and after the applicable SIFMA Call Protection Date or the SIFMA Scheduled Mandatory Tender Date for the applicable SIFMA Rate Period for such 2024-A Bonds; and
(iv) in the case of a change from the Term Rate Mode to another Mode, the Mode Change Date shall be limited to any Business Day on which the 2024-A Bonds are subject to optional redemption or to the final day of the current Rate Period for the 2024-A Bonds in the Term Rate Mode.
139322106.3 28
(2) If the 2024-A Bonds for which a change in Mode is to be effected are in the Flexible Mode, no Rate Period set after delivery by the City to the Remarketing Agent of the notice of the intention to effect a change in Mode shall extend beyond the proposed Mode Change Date. (3) The Trustee shall have received sufficient remarketing proceeds from the remarketing of the 2024-A Bonds in the New Mode to pay the Purchase Price of the 2024-A Bonds subject to mandatory tender for purchase in connection with the change in Mode or such 2024-A Bonds are purchased under any Liquidity Facility (if any) in effect and available to be drawn upon to purchase the applicable 2024-A Bonds.
(4) The following items shall have been delivered to the Trustee (with a copy to the Credit Facility Provider (if any), the applicable Liquidity Facility Provider (if any) and the Remarketing Agent) on or prior to the Mode Change Date:
(i) a Favorable Opinion of Bond Counsel dated the Mode Change Date;
(ii) except in the case of changes in Mode between the Daily Mode and Weekly Mode when a Liquidity Facility and/or Credit Facility supporting the 2024-A Bonds in both the Daily Mode and the Weekly Mode is then in effect, a Rating Confirmation Notice or a notice from each Rating Agency of the rating(s) to be assigned to the 2024-A Bonds on such Mode Change Date, if applicable; (iii) in the case of a change in Mode to the Daily Mode or Weekly Mode, a Liquidity Facility;
(iv) in any case in which there is to be an Alternate Liquidity Facility or Alternate Credit Facility delivered in connection with such change in Mode, the items required by Section 2.12 or 2.14 hereof, as applicable; and (5) Subject to the delivery of a Favorable Opinion of Bond Counsel with respect thereto, the City may, at its sole discretion, in the case of a change in Mode to the Flexible Mode, the SIFMA Mode or the Term Rate Mode, deliver to the Trustee a Liquidity Facility and, in the case of a change to any Mode, deliver to the Trustee a Credit Facility, subject to the requirements for such Liquidity Facility or Credit Facility as provided in Section 2.12 or 2.14 hereof, as applicable;
(iii) Satisfaction of Conditions. If the foregoing conditions are satisfied, then the New Mode shall take effect on the proposed Mode Change Date.
(b) Conversion to Fixed Rate Mode. At the option of the City, the 2024-A Bonds in the Flexible Mode, Daily Mode, Weekly Mode, SIFMA Mode or Term Rate Mode may be converted to the Fixed Rate Mode as provided in this Section 2.07. On any Business Day which is at least twenty (20) days before the proposed Conversion Date, the Cityshall give written notice to the Notice Parties and to each Rating Agency stating that the Mode will be converted to the Fixed Rate Mode and setting forth the proposed Conversion Date. Such notice shall also state whether or not there shall be Credit Facility with respect to the 2024-A Bonds following such conversion and, if so, the identity of the Credit Facility Provider. In addition, such notice shall state whether some or all of the 2024-A Bonds to be converted shall be converted to serial bonds and, if so, the applicable serial maturity dates and serial principal amounts, all as determined pursuant to subsection (iv) of this Section 2.07(b). Any such conversion to a Fixed Rate Mode shall be made as follows:
139322106.3 29
(i) Notice to Owners. Not later than the fifteenth (15th) day next preceding the proposed Conversion Date, the Trustee shall mail, in the name of the City, a notice of such proposed conversion to the Owners of the 2024-A Bonds stating that the Mode will be converted to the Fixed Rate Mode, the proposed Conversion Date and that such Owner is required to tender such Owner’s 2024-A Bonds for purchase on such proposed Conversion Date; provided, that the notice shall state that the mandatory purchase shall not occur on the proposed Conversion Date unless the conditions set forth in this Indenture for the effectiveness of the conversion to a Fixed Rate Mode have been satisfied, but that such 2024-A Bonds will continue to be subject to mandatory tender pursuant to any other applicable mandatory tender provision set forth in this Indenture, if applicable.
(ii) Conditions Precedent.
(1) The Conversion Date shall be:
(i) in the case of a conversion from the Flexible Mode, the next Mandatory Purchase Date for the Flexible Rate Bonds;
(ii) in the case of a conversion from the Daily Mode or Weekly Mode, any Business Day;
(iii) in the case of a change from the SIFMA Mode, any Business Day from and after the applicable SIFMA Call Protection Date or the SIFMA Scheduled Mandatory Tender Date for the applicable SIFMA Rate Period for such 2024-A Bonds; and
(iv) in the case of a conversion from the Term Rate Mode, the Conversion Date shall be limited to any Business Day on which the 2024-A Bonds are subject to optional redemption or to the final day of the current Rate Period for the 2024-A Bonds in the Term Rate Mode.
(2) The Trustee shall have received sufficient remarketing proceeds from the remarketing of the 2024-A Bonds in the Fixed Rate Mode to pay the Purchase Price of the 2024-A Bonds subject to mandatory tender in connection with the conversion to the Fixed Rate Mode. (3) The conversion to the Fixed Rate Mode shall not occur unless the following items shall have been delivered to the Trustee (with a copy to the Credit Facility Provider (if any) and the Remarketing Agent) on or prior to the Conversion Date:
(i) a Favorable Opinion of Bond Counsel dated the Conversion Date; (ii) if there is to be a Credit Facility delivered in connection with such change, the items required by Section 2.12(a) hereof in connection with the delivery of an Alternate Credit Facility; and
(iii) notice from each Rating Agency of the rating(s) to be assigned to the 2024-A Bonds on such Conversion Date.
(iii) Determination of Interest Rate. The Fixed Rate (or rates in the case of serial bonds, Fixed Rates) for the 2024-A Bonds to be converted to the Fixed Rate Mode shall be established by the Remarketing Agent on the Rate Determination Date applicable thereto pursuant to the provisions of Section 139322106.3 30

2.05(b). Such Fixed Rate or Fixed Rates shall remain in effect until the applicable Maturity Date of the respective 2024-A Bonds.
(iv) Serialization and Sinking Fund; Price. Upon the conversion of the 2024-A Bonds to the Fixed Rate Mode, the 2024-A Bonds shall be remarketed at par, shall mature on the same Maturity Date(s) and be subject to the same mandatory sinking fund redemption, if any, and optional redemption provisions as set forth herein for such 2024-A Bonds while in the prior Mode; provided, however, that if a Favorable Opinion of Bond Counsel shall have been delivered to the City (with a copy to the Trustee), the City may elect to (1) have some of the 2024-A Bonds be serial bonds with different interest rates for different serial maturity dates and some subject to mandatory sinking fund redemption even if such 2024-A Bonds were not serial bonds or subject to mandatory sinking fund redemption prior to such change, (2) change the optional redemption dates and/or premiums set forth in Section 2.08(a) hereof, and/or (3) sell some or all of the 2024-A Bonds at a premium or a discount to par (so long as Section 2.07(b)(ii)(3) is satisfied). (v) Satisfaction of Conditions. If the foregoing conditions are satisfied, then the conversion to a Fixed Rate Mode shall take effect on the proposed Conversion Date. (c) Failure to Satisfy Conditions Precedent to a Mode Change or Conversion. In the event the conditions described above in Section 2.07(a) or 2.07(b), as applicable, have not been satisfied by the proposed Mode Change Date or Conversion Date, as the case may be, then the New Mode or conversion to Fixed Rate Mode shall not take effect. If the failed change in Mode or conversion to a Fixed Rate Mode was from the Flexible Mode, the 2024-A Bonds shall remain in the Flexible Mode with interest rates and Rate Periods to be established by the Remarketing Agent on the failed Mode Change Date or failed Conversion Date in accordance with Section 2.04(a) hereof. If the failed change in Mode or conversion to Fixed Rate Mode was from the Daily Mode or the Weekly Mode, the 2024-A Bonds shall remain in the Daily Mode or Weekly Mode, as applicable, with interest rates established in accordance with Section

2.04(b)(ii) or Section 2.04(b)(iii) hereof, as applicable. If the failed change in Mode or conversion to the Fixed Rate Mode was from the SIFMA Mode, the 2024-A Bonds shall remain in the SIFMA Mode, and the then applicable SIFMA Rate Period shall continue and the interest rate on the 2024-A Bonds shall be the then Applicable SIFMA-Based Interest Rate, and thereafter, the Applicable SIFMA-Based Interest Rate shall be established in accordance with Section 2.04(c). If the failed change in Mode or conversion was from the Term Rate Mode, then the 2024-A Bonds shall remain in the Term Rate Mode for a Term Rate Period ending on the following Interest Payment Date for the 2024-A Bonds in the Term Rate Mode and the interest rate shall be established by the Remarketing Agent on the failed Mode Change Date or failed Conversion Date in accordance with Section 2.05(a) hereof. The Trustee shall, within five (5) Business Days after the proposed failed Mode Change Date or Conversion Date, send notice to the Notice Parties and to the Owners of the 2024-A Bonds by Electronic Means stating that the conditions to the change in Mode or conversion have not all been satisfied and informing them of the consequences thereof.

Section 2.08. Redemption of 2024-A Bonds.
(a) Optional Redemption of 2024-A Bonds at Par. The 2024-A Bonds shall be subject to redemption prior to the respective Maturity Date or Dates thereof by the City, in whole or in part, in accordance with the provisions of this Section 2.08.
(i) Optional Redemption of Flexible Rate Bonds. The 2024-A Bonds in the Flexible Mode shall be subject to optional redemption by the City, in whole or in part, on their respective Mandatory Purchase Dates, at a Redemption Price equal to 100% of the principal amount thereof. (ii) Optional Redemption of 2024-A Bonds in the Daily Mode or Weekly Mode. The 2024-A Bonds in the Daily Mode or Weekly Mode are subject to optional redemption by the City, in whole or in 139322106.3 31
part, in Authorized Denominations on any Business Day, at a Redemption Price equal to 100% of the principal amount thereof, plus unpaid accrued interest to the redemption date, if any, without premium. (iii) Optional Redemption of 2024-A Bonds in the SIFMA Mode. The 2024-A Bonds in the SIFMA Mode shall be subject to optional redemption by the City, in whole or in part, in Authorized Denominations, during any SIFMA Rate Period for such 2024-A Bonds which is longer than six (6) months, on any Business Day on or after the SIFMA Call Protection Date for such SIFMA Rate Period, at a Redemption Price equal to 100% of the principal amount thereof, plus unpaid accrued interest to the redemption date, if any, without premium.
(iv) Optional Redemption of 2024-A Bonds in the Term Rate or the Fixed Rate Mode. (1) 2024-A Bonds in a Term Rate Mode shall be subject to optional redemption by the City, in whole or in part, in Authorized Denominations on their individual Mandatory Purchase Dates, at a Redemption Price equal to the principal amount thereof. (2) 2024-A Bonds in the Term Rate Mode are subject to optional redemption by the City, in whole or in part (and if in part, in such order of maturity as the City shall specify and within a maturity by lot or by such other method as the Trustee determines to be fair and reasonable), in Authorized Denominations, on any Business Day commencing on the related Term Call Protection Date, at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, together with unpaid accrued interest to the redemption date, if any, without premium. If the length of the Term Rate Period is less than six months, then the 2024-A Bonds shall not be subject to optional redemption during such Term Rate Period (except as otherwise provided in Section 2.08(a)(iv)(1)). (3) 2024-A Bonds in the Fixed Rate Mode are subject to optional redemption by the City, in whole or in part (and if in part, in such order of maturity as the City shall specify and within a maturity by lot or by such other method as the Trustee determines to be fair and reasonable), in Authorized Denominations, on any Business Day commencing on the Interest Payment Date next following the tenth anniversary of the Conversion Date to the Fixed Rate Mode, at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, together with unpaid accrued interest to the redemption date, if any, without premium. If the length of the Fixed Rate Period is less than ten years, then the 2024-A Bonds shall not be subject to optional redemption during such Fixed Rate Period.
(v) Optional Redemption of Liquidity Provider Bonds. Notwithstanding anything to the contrary herein, the City may redeem Liquidity Provider Bonds, at its option, at any time, upon two Business Days’ notice to the Liquidity Facility Provider as provided in the Liquidity Facility, at a Redemption Price of 100% of the principal amount of the Liquidity Provider Bonds to be redeemed plus accrued interest, if any, at the rate(s) established pursuant to the applicable Liquidity Facility, to but not including the redemption date.
(vi) Revised Schedule of 2024-A Purchase Payments. Upon redemption pursuant to this Section 2.08(a), the City shall provide the Trustee and the Authority with a revised Exhibit B to the Installment Purchase Agreement reflecting such redemption. (b) Mandatory Redemption.
(i) Sinking Fund Redemption. The 2024-A Bonds shall be subject to redemption prior to maturity by operation of the Debt Service Fund to satisfy Sinking Fund Installments, at a Redemption Price of 100% of the principal amount thereof and accrued interest. Sinking Fund Installments are hereby 139322106.3 32
established for the 2024-A Bonds. Such Sinking Fund Installments shall be due on October 1 of each of the years set forth in the following table in the respective aggregate redemption amounts set forth opposite such years in said table (together with accrued interest thereon) without premium:

Redemption Date
(October 1)
Redemption
Amount
Redemption Date
(October 1)
Redemption
Amount
†
____________________
† Maturity
In connection with any optional redemption pursuant to subsection (a) of this Section 2.08 hereof of any 2024-A Bonds that are term 2024-A Bonds subject to mandatory sinking fund redemption, the principal amount of such 2024-A Bonds being redeemed shall be allocated against the scheduled Sinking Fund Installments in such manner as the City may direct and the scheduled Sinking Fund installments payable after such redemption shall be modified as to such term 2024-A Bonds. In such event, the City shall provide to the Trustee a revised schedule of Sinking Fund Installments for purposes of this Section

2.08(b)(i).
(ii) Mandatory Redemption of Liquidity Provider Bonds. Any Liquidity Provider Bonds from time to time Outstanding shall be subject to mandatory redemption in the amounts and at the times and at the Redemption Prices specified therefor in the Liquidity Facility with the Liquidity Facility Provider applicable thereto.
(iii) Mandatory Repayment of 2024-A Reimbursement Obligations. Any 2024-A Reimbursement Obligations from time to time outstanding shall be subject to mandatory repayment in the amounts and at the times specified therefor in the Credit Facility with the Credit Facility Provider applicable thereto.
(c) Selection of 2024-A Bonds to be Redeemed. Whenever provision is made in this Indenture for the redemption of less than all of the 2024-A Bonds, the City shall select the 2024-A Bonds to be redeemed to correspond to the Principal Components of 2024-A Purchase Payments prepaid by the City in accordance with Section 4.6 of the Installment Purchase Agreement and by lot within a maturity; provided, that in the case of any redemption of any 2024-A Bond, or portion thereof, prior to its maturity, the Trustee shall first select those 2024-A Bonds previously acquired by the City which the City has delivered to the Trustee and designated as satisfying 2024-A Purchase Payments, in lieu of making such redemption, and then the Trustee shall select by lot within a maturity the other 2024-A Bonds to be redeemed. Any selection of the 2024-A Bonds by the Trustee shall be binding upon the Owners. For purposes of such selection, all 2024- A Bonds shall be deemed to be comprised of separate $5,000 portions and such portions shall be treated as separate 2024-A Bonds which may be separately redeemed.

Notwithstanding anything in this Section 2.08 to the contrary, any Liquidity Provider Bonds shall be selected for redemption pursuant to this Section 2.08 prior to the selection of any other 2024-A Bonds. 139322106.3 33
(d) Notice of Redemption. Except as otherwise provided in Sections 2.08(a)(v), 2.19(a)(iii) and

2.19(c), the Trustee on behalf and at the expense of the Authority shall mail (by first-class mail) notice of any redemption to the respective Owners of any 2024-A Bonds designated for redemption, at their respective addresses appearing on the Registration Books, and to the Securities Depositories and to the Information Services, at least 20 but not more than 60 days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such 2024-A Bonds or the cessation of the accrual of interest thereon. Any such notice of redemption of 2024-A Bonds held under the book-entry system will be given by the Trustee only to DTC, or its nominee, as the registered owner of such 2024-A Bonds. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the 2024-A Bond numbers (but only if less than all of the Outstanding 2024-A Bonds are to be redeemed) and the maturity or maturities in the event of redemption of all of the 2024-A Bonds of such maturity or maturities in whole of the 2024-A Bonds to be redeemed, and shall require that such 2024-A Bonds be then surrendered at the Corporate Trust Office for redemption at the Redemption Price, giving notice also that further interest on such 2024-A Bonds will not accrue from and after the redemption date. If by the date of mailing of notice of any optional redemption the City has not deposited with the Trustee moneys sufficient to redeem all the 2024-A Bonds called for redemption, such notice will state that it is subject to the availability of funds for such purpose and will be of no effect unless funds sufficient for such purpose are available on the applicable redemption date. Any such notice may be rescinded by the City, in which case the Trustee shall notify the Owners of the affected 2024- A Bonds of such rescission.
(e) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the Redemption Price and interest on the 2024-A Bonds so called for redemption shall have been duly provided, such 2024-A Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the Redemption Price and interest accrued to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice.

Section 2.09. Tender and Purchase of 2024-A Bonds.
(a) Optional Tenders of 2024-A Bonds.
(i) Optional Tenders in Daily Mode or Weekly Mode. The Beneficial Owners of 2024-A Bonds in a Daily Mode or a Weekly Mode may elect to have their 2024-A Bonds (or portions of those 2024-A Bonds (in amounts equal to Authorized Denominations)) purchased on any Business Day at a price equal to the Purchase Price, upon delivery of an Optional Tender Notice to the Tender Agent (with a copy to the Remarketing Agent and the Trustee) by the Tender Notice Deadline. The giving of such Optional Tender Notice shall constitute the irrevocable tender for purchase of such 2024-A Bond on the Purchase Date for such 2024-A Bond.
(b) Mandatory Tender of 2024-A Bonds.
(i) Mandatory Tender for Purchase on Day Next Succeeding Last Day of Each Flexible Rate Period. On the first Business Day following the last day of each Flexible Rate Period for a 2024-A Bond, such 2024-A Bond shall be subject to mandatory tender for purchase at the Purchase Price, payable in immediately available funds. Interest shall cease to accrue on such 2024-A Bond on the last day of each Flexible Rate Period.
(ii) Mandatory Tender for Purchase on SIFMA Scheduled Mandatory Tender Date. During any SIFMA Rate Period, the 2024-A Bonds in the SIFMA Mode shall be subject to mandatory tender for 139322106.3 34
purchase on the SIFMA Scheduled Mandatory Tender Date for such SIFMA Rate Period for such 2024-A Bonds, at the Purchase Price, payable in immediately available funds. As provided in Section 2.18(b) hereof, the failure to pay the Purchase Price of all tendered 2024-A Bonds when due and payable on a SIFMA Scheduled Mandatory Tender Date shall not constitute an Event of Default under this Indenture and in the event of a failure to pay the Purchase Price of all of the 2024-A Bonds tendered for purchase on a SIFMA Scheduled Mandatory Tender Date, a SIFMA Delayed Remarketing Period shall commence on such date as provided in Sections 2.18(b) and 2.19 hereof. (iii) Mandatory Tender for Purchase on Term Scheduled Mandatory Tender Date. During any Term Rate Period, the 2024-A Bonds in the Term Rate Mode shall be subject to mandatory tender for purchase on the Term Scheduled Mandatory Tender Date for such Term Rate Period for such 2024-A Bonds, at the Purchase Price, payable in immediately available funds. As provided in Section 2.18(c) hereof, the failure to pay the Purchase Price of all tendered 2024-A Bonds when due and payable on a Term Scheduled Mandatory Tender Date shall not constitute an Event of Default under this Indenture and in the event of a failure to pay the Purchase Price of all of the 2024-A Bonds tendered for purchase on a Term Scheduled Mandatory Tender Date, a Term Delayed Remarketing Period shall commence on such date as provided in Section 2.18(c) hereof.
(iv) Mandatory Tender for Purchase on Mode Change Date. The 2024-A Bonds shall be subject to mandatory tender for purchase on each Mode Change Date for such 2024-A Bonds at the Purchase Price, payable in immediately available funds. Notwithstanding the foregoing, if the Liquidity Facility and/or Credit Facility then in effect supports the 2024-A Bonds in both the Daily Mode and the Weekly Mode, then the 2024-A Bonds shall not be subject to mandatory tender for purchase in connection with any change in Mode from the Daily Mode to the Weekly Mode or from the Weekly Mode to the Daily Mode. (v) Mandatory Tender for Purchase on Conversion Date. 2024-A Bonds shall be subject to mandatory tender for purchase on each Conversion Date for such 2024-A Bonds at the Purchase Price, payable in immediately available funds. Notwithstanding the foregoing, if the Liquidity Facility and/or Credit Facility then in effect supports the 2024-A Bonds in both the Daily Mode and the Weekly Mode, then the Bonds shall not be subject to mandatory tender for purchase in connection with any change in Mode from the Daily Mode to the Weekly Mode or from the Weekly Mode to the Daily Mode. (vi) Mandatory Tender for Purchase Upon Substitution, Expiration or Termination of Liquidity Facility or Credit Facility or Non-Reinstatement of Credit Facility. Any 2024-A Bonds that are supported by a Credit Facility (or, except as provided below, will be supported by a Credit Facility (if not previously supported thereby)) or for which a Liquidity Facility is provided for the purchase thereof (or, for which a Liquidity Facility is to be provided for the purchase thereof (if not previously provided)) shall be subject to mandatory tender for purchase at the Purchase Price, payable in immediately available funds (i) on any Substitution Date (other than a substitution of an Alternate Credit Facility for a Credit Facility securing 2024-A Bonds after such 2024-A Bonds have been converted to the Fixed Rate Mode), (ii) on the fifth Business Day preceding the Expiration Date for such Credit Facility or Liquidity Facility (other than as a result of an Automatic Termination Event) and (iii) on the fifth (5th) Business Day after the date of receipt by the Trustee or Tender Agent, as applicable, of written notice from the Credit Facility Provider or Liquidity Facility Provider, as applicable, of the occurrence of an event of default (other than as a result of an Automatic Termination Event) under such Credit Facility or Liquidity Facility (or agreement providing therefor) which gives such Credit Facility Provider or Liquidity Facility Provider, as applicable, the right to terminate the Credit Facility or Liquidity Facility with notice, or, in the case of a Credit Facility, indicates that interest has not been reinstated under the Credit Facility, which date shall be (and shall be required to be under any Liquidity Facility or Credit Facility (or agreement providing therefor)) at least two (2) Business Days prior to the termination of the Credit Facility or Liquidity Facility, if applicable. No mandatory tender pursuant to this Section 2.09(b)(vi) will be effected upon the substitution or replacement 139322106.3 35
of a Credit Facility or Liquidity Facility in the case where there has been a Credit Facility Failure or a Liquidity Facility Failure. Upon the occurrence of any Automatic Termination Event under a Credit Facility or Liquidity Facility, no mandatory tender of purchase of 2024-A Bonds under this Section

2.09(b)(vi) shall occur.
(vii) Mandatory Tender for Purchase on SIFMA Unscheduled Mandatory Tender Date. During any SIFMA Rate Period for the 2024-A Bonds which is longer than six (6) months, the City may, at its option, require that the 2024-A Bonds in the SIFMA Mode be tendered for purchase from the source of funds provided in clause (i) of Section 2.15 hereof, on any Business Day from and after the SIFMA Call Protection Date of such SIFMA Rate Period, at the Purchase Price, payable in immediately available funds.

The City shall exercise its option by delivering to the Trustee, the Tender Agent and the Remarketing Agent, by Electronic Means, no later than ten (10) days before the SIFMA Unscheduled Mandatory Tender Date, written notice and direction of the unscheduled mandatory purchase. Such written direction notice shall specify, subject to the limitations set forth in Section 2.04(c) hereof: (i) the SIFMA Scheduled Mandatory Tender Date for the SIFMA Rate Period immediately following the purchase of the 2024-A Bonds pursuant to this Section 2.09(b)(vii) and (ii) the SIFMA Call Protection Date (if applicable) for the SIFMA Rate Period immediately following the purchase of the 2024-A Bonds pursuant to this Section 2.09(b)(vii).

The City shall have the option to deliver to the Trustee, the Tender Agent and the Remarketing Agent, by Electronic Means, on or prior to 5:00 p.m. on the Business Day immediately preceding the proposed SIFMA Unscheduled Mandatory Tender Date, a notice to the effect that the City elects to rescind such SIFMA Unscheduled Mandatory Tender Date. If the Authority elects to rescind such SIFMA Unscheduled Mandatory Tender Date, then no purchase shall occur, the 2024-A Bonds shall continue to bear interest at the Applicable SIFMA-Based Interest Rate and the SIFMA Rate Period then in effect shall continue without change or modification until terminated in accordance with Section 2.04(c)(iv) hereof.

Upon receipt of notice from the Authority of its election to rescind a SIFMA Unscheduled Mandatory Tender Date, the Trustee shall, as soon as practicable thereafter, send notice to the Notice Parties and to the Owners of the 2024-A Bonds by Electronic Means stating that the SIFMA Unscheduled Mandatory Tender Date has been rescinded and informing them of the consequences thereof.

Any SIFMA Unscheduled Mandatory Tender Date shall be conditioned upon (a) amounts sufficient to pay the Purchase Price of such 2024-A Bonds in the SIFMA Mode tendered for purchase being on deposit from the source described in clause (i) of Section 2.15 hereof with the Tender Agent on the SIFMA Unscheduled Mandatory Tender Date and (b) in connection with any change in the SIFMA Call Protection Date for the next succeeding SIFMA Rate Period from the SIFMA Standard Call Protection Date pursuant to Section 2.04(c)(vi) hereof, the delivery by the City of a Favorable Opinion of Bond Counsel described in Section 2.04(c)(vi) hereof. If on a SIFMA Unscheduled Mandatory Tender Date, the conditions described in the immediately preceding sentence are not satisfied, then no purchase of the 2024-A Bonds shall occur pursuant to this Section 2.09(b)(vii), the 2024-A Bonds shall continue to bear interest at the Applicable SIFMA-Based Interest Rate and the SIFMA Rate Period then in effect shall continue without change or modification until terminated in accordance with Section 2.04(c)(iv) hereof.

Failure by the Authority or the City to pay or cause to be paid the Purchase Price of any 2024-A Bonds tendered for purchase pursuant to this Section 2.09(b)(vii) for any reason shall not constitute an Event of Default by the Authority or the City under this Indenture. No such failure shall affect the Authority’s right to require Owners of the 2024-A Bonds in the SIFMA Mode to tender their 2024-A Bonds pursuant to this Section 2.09(b)(vii) during the remainder of the SIFMA Rate Period then in effect or during any subsequent SIFMA Rate Period.
(viii) Mandatory Tender for Purchase on Term Unscheduled Mandatory Tender Date. During any Term Rate Period for the 2024-A Bonds which is longer than six (6) months, the City may, at its option, 139322106.3 36
require that the 2024-A Bonds in the Term Rate Mode be tendered for purchase from the source of funds provided in clause (i) of Section 2.15, on any Business Day from and after the Term Call Protection Date of such Term Rate Period, at the Purchase Price, payable in immediately available funds. The City shall exercise its option by delivering to the Authority, the City, the Trustee, the Tender Agent and the Remarketing Agent, by Electronic Means, no later than ten (10) days before the Term Unscheduled Mandatory Tender Date, written notice and direction of the unscheduled mandatory tender for purchase of the 2024-A Bonds. Such written direction notice shall specify, subject to the limitations set forth in Section

2.05(a) hereof: (i) the Term Scheduled Mandatory Tender Date for the Term Rate Period immediately following the purchase of the 2024-A Bonds pursuant to this Section 2.09(b)(viii) and (ii) the Term Call Protection Date (if applicable) for Term Rate Period immediately following the purchase of the 2024-A Bonds pursuant to this Section 2.09(b)(viii).

The City shall have the option to deliver to the Tender Agent and the Remarketing Agent, by Electronic Means, on or prior to 5:00 p.m. on the Business Day immediately preceding the proposed Term Unscheduled Mandatory Tender Date, a notice to the effect that the City elects to rescind such Term Unscheduled Mandatory Tender Date. If the City elects to rescind such Term Unscheduled Mandatory Tender Date, then (i) the City shall not have any obligation to purchase the 2024-A Bonds and no purchase of the 2024-A Bonds shall occur pursuant to this Section 2.09(b)(viii), and (ii) the 2024-A Bonds shall continue to bear interest at the applicable Term Rate and the Term Rate Period then in effect shall continue without change or modification until terminated in accordance with Section 2.05(a)(ii) hereof. Upon receipt of notice from the City of its election to rescind a Term Unscheduled Mandatory Tender Date, the Trustee shall, as soon as practicable thereafter, send notice to the Notice Parties and to the Owners of the 2024-A Bonds by Electronic Means stating that the Term Unscheduled Mandatory Tender Date has been rescinded and informing them of the consequences thereof.

Any Term Unscheduled Mandatory Tender Date shall be conditioned upon (a) amounts sufficient to pay the Purchase Price of such 2024-A Bonds in the Term Rate Mode tendered for purchase being on deposit from the source described in clause (i) of Section 2.15 with the Tender Agent on the Term Unscheduled Mandatory Tender Date and (b) in connection with any change in the Term Call Protection Date for the next succeeding Term Rate Period from the Term Standard Call Protection Date pursuant to Section 2.05(a)(iii), the delivery by the City of a Favorable Opinion of Bond Counsel described in Section

2.05(a)(iii) hereof. If on a Term Unscheduled Mandatory Tender Date, the conditions described in the immediately preceding sentence are not satisfied, then (i) no purchase of the 2024-A Bonds shall occur pursuant to this Section 2.09(b)(viii), (ii) any 2024-A Bonds tendered for purchase pursuant to this Section 2.09(b)(viii) will be returned to the Owners thereof, together with notice of the basis for such return, and the Remarketing Agent shall return all remarketing proceeds to the persons providing such moneys, without interest, and (iii) the 2024-A Bonds shall continue to bear interest at the same rate then in effect and the Term Rate Period then in effect shall continue without change or modification until terminated in accordance with Section 2.05(a)(ii) hereof.

Failure by the Authority or the City to pay or cause to be paid the Purchase Price of any 2024-A Bonds tendered for purchase pursuant to this Section 2.09(b)(viii) for any reason shall not constitute an Event of Default by the Authority or the City under this Indenture. No such failure shall affect the City’s right to require Owners of 2024-A Bonds in the Term Rate Mode to tender their 2024-A Bonds pursuant to this Section 2.09(b)(viii) during the remainder of the Term Rate Period then in effect or during any subsequent Term Rate Period.
(ix) Notice of Mandatory Tender for Purchase. The Tender Agent (or the Trustee in the case of a mandatory tender on a change in Mode or conversion) shall give notice of the mandatory purchase of the 2024-A Bonds by mail to the Owners subject to mandatory purchase and to each of the other Notice Parties (a) no less than twenty (20) days prior to the Mandatory Purchase Date in the case of a mandatory 139322106.3 37
purchase on a Substitution Date pursuant to Section 2.09(b)(vi) hereof; (b) no less than seven (7) days prior to the Mandatory Purchase Date in the case of (i) a SIFMA Scheduled Mandatory Tender Date for the 2024- A Bonds in the SIFMA Mode for any SIFMA Rate Period pursuant to Section 2.09(b)(ii) hereof, (ii) a SIFMA Unscheduled Mandatory Tender Date for the 2024-A Bonds in the SIFMA Mode for any SIFMA Rate Period pursuant to Section 2.09(b)(vii) hereof, (iii) a Term Scheduled Mandatory Tender Date for the 2024-A Bonds in the Term Rate Mode for any Term Rate Period pursuant to Section 2.09(b)(iii) hereof, (iv) a Term Unscheduled Mandatory Tender Date for the 2024-A Bonds in the Term Rate Mode for any Term Rate Period pursuant to Section 2.09(b)(viii) hereof; (c) no less than fifteen (15) days prior to the Mandatory Purchase Date in the case of a mandatory purchase on a Mode Change Date or Conversion Date pursuant to Section 2.09(b)(iv) or 2.09(b)(v) hereof; (d) immediately upon receipt by the Tender Agent of notice from the Credit Facility Provider or Liquidity Facility Provider, as applicable, of the occurrence of an event of default (other than an Automatic Termination Event) under the applicable Credit Facility or Liquidity Facility (or agreement providing therefor) which gives such Credit Facility Provider or Liquidity Facility Provider, as applicable, the right to terminate the Credit Facility or Liquidity Facility with notice, or, in the case of a Credit Facility, indicates that interest has not been reinstated under the Credit Facility, pursuant to Section 2.09(b)(vi)hereof; and (e) no later than three (3) Business Days prior to the Mandatory Purchase Date immediately preceding any Expiration Date in the case of a mandatory purchase pursuant to Section 2.09(b)(vi) hereof due to the expiration of a Liquidity Facility or Credit Facility. No prior notice shall be given of a Mandatory Purchase Date occurring at the end of each Rate Period for Flexible Rate Bonds. Any notice shall state the Mandatory Purchase Date, the Purchase Price, the numbers of the 2024- A Bonds to be purchased if less than all of the 2024-A Bonds owned by such Owner are to be purchased, and that interest on the 2024-A Bonds subject to mandatory purchase shall cease to accrue from and after the Mandatory Purchase Date. The failure to mail such notice with respect to any 2024-A Bond shall not affect the validity of the mandatory purchase of such 2024-A Bond or any other 2024-A Bond subject to such mandatory purchase. Any notice mailed will be conclusively presumed to have been given, whether or not actually received by any Owner or Beneficial Owner. (c) Delivery of 2024-A Bonds to Tender Agent; Undelivered 2024-A Bonds. (i) Subject to Section 2.32 hereof, the 2024-A Bonds tendered for purchase shall be delivered (with all necessary endorsements) at or before 12:00 noon on the applicable Purchase Date at the office of the Tender Agent; provided, however, that payment of the Purchase Price shall be made pursuant to this Section 2.09(c) only if the 2024-A Bond so delivered to the Tender Agent conforms in all respects to the description thereof in the notice described in Section 2.09(b) hereof. Payment of the Purchase Price with respect to purchases under this Section 2.09(c) shall be made to the Owners of tendered 2024-A Bonds by wire transfer in immediately available funds by the Trustee by 3:00 p.m. on the Purchase Date. (ii) Subject to Section 2.32 hereof, if a 2024-A Bond to be purchased is not delivered by the Owner to the Tender Agent by 12:00 noon on the date on which such 2024-A Bond is to be purchased, the Tender Agent shall hold any funds received for the purchase of such 2024-A Bond in trust in a separate account and shall pay such funds to the former Owner of the 2024-A Bond upon presentation of the 2024- A Bond. Any such undelivered 2024-A Bond shall cease to accrue interest as to the former Owner on such Purchase Date and moneys representing the Purchase Price shall be available against delivery of such 2024- A Bond at the office of the Tender Agent. The Trustee shall authenticate a replacement 2024-A Bond for any undelivered 2024-A Bond which may then be remarketed by the Remarketing Agent, as applicable. (d) 2024-A Bonds to be Paid at Maturity or Redeemed Instead of Being Purchased.

Notwithstanding the provisions of Section 2.09(b), 2024-A Bonds that are to be paid at maturity, or to be redeemed in accordance with Section 2.08, on the same date that such 2024-A Bonds are to be purchased pursuant to Section 2.09(b) (and 2024-A Bonds issued in exchange for or upon the registration of transfer 139322106.3 38
of such 2024-A Bonds) shall be paid or redeemed, as applicable, on such date instead of being purchased on such date.

Section 2.10. Remarketing of 2024-A Bonds; Notice of 2024-A Bonds Remarketed; Deposit of Proceeds of Remarketing.
(a) Remarketing. The Remarketing Agent shall use its best efforts to offer for sale:
(i) all 2024-A Bonds or portions thereof as to which an Optional Tender Notice pursuant to Section 2.09(a) hereof has been given; and
(ii) all 2024-A Bonds required to be purchased on a Mandatory Purchase Date pursuant to Section 2.09(b) hereof; and
(iii) any Liquidity Provider Bonds (a) that are, subject to clauses (b) and (c), purchased on a Purchase Date described in clause (i) or (ii) above, (b) with respect to which the Available Amount under the Liquidity Facility will be reinstated upon receipt of the sale proceeds of such Liquidity Provider Bonds and such Liquidity Facility is in full force and effect, (c) with respect to which an Alternate Liquidity Facility is in effect (if a Liquidity Facility for such 2024-A Bonds was in effect prior to such 2024-A Bonds becoming Liquidity Provider Bonds, which Liquidity Facility is no longer in effect), or (d) which are being remarketed as Fixed Rate Bonds;
provided, that when any Liquidity Provider Bonds are remarketed, the Tender Agent shall not release 2024- A Bonds so remarketed to the Remarketing Agent until the Tender Agent has received and forwarded to the Liquidity Facility Provider or the Credit Facility Provider the proceeds of such remarketing and (unless the Liquidity Facility or the Credit Facility is no longer to remain in effect) the Tender Agent has received written confirmation from the Liquidity Facility Provider or the Credit Facility Provider, as applicable, that the Liquidity Facility or the Credit Facility has been reinstated in the amount of principal and appropriate interest that such Liquidity Facility or Credit Facility is covering on such remarketed 2024-A Bonds; and (iv) any 2024-A Bonds purchased by the City pursuant to Section 2.10(d) hereof; provided, that except as provided in Section 2.10(d) hereof, the Remarketing Agent shall not remarket any 2024-A Bonds to the Authority or the City, and provided further, that the 2024-A Bonds shall not be remarketed following a Mandatory Purchase Date occurring at the Liquidity Facility Provider’s or Credit Facility Provider’s direction under clause (iii) of Section 2.09(b)(iv) unless and until the Remarketing Agent shall have received the consent of the Liquidity Facility Provider or Credit Facility Provider, as applicable, to such remarketing.

The Remarketing Agent shall use its best efforts to remarket all such 2024-A Bonds tendered for purchase at the minimum interest rate available in the marketplace (or, in the case of 2024-A Bonds being remarketed in the SIFMA Mode, such that the Applicable SIFMA Spread for the next SIFMA Rate Period shall be equal to the number of basis points on the date of determination that, based on the length of the relevant SIFMA Rate Period, when added to the SIFMA Index Rate, would result in the minimum per annum interest rate) to permit the Remarketing Agent to remarket all such 2024-A Bonds on the applicable Purchase Date at the principal amount thereof.

In connection with the remarketing of any 2024-A Bonds with respect to which notice of redemption or notice of mandatory purchase has been given, the Remarketing Agent shall notify each Person to whom such 2024-A Bonds are remarketed of such notice of redemption or notice of mandatory purchase.
139322106.3 39
(b) Deposits into Remarketing Proceeds Account. The Remarketing Agent shall cause the proceeds of the sale of tendered 2024-A Bonds to be paid to the Tender Agent for deposit in the Remarketing Proceeds Account of the Bond Purchase Fund in immediately available funds at or before 11:30 a.m. on the Purchase Date. The Remarketing Agent shall cause to be paid to the Tender Agent on each Purchase Date for tendered 2024-A Bonds all amounts representing proceeds of the remarketing of such 2024-A Bonds, based upon the notice given by the Remarketing Agent pursuant to Section 2.10(c)(i) hereof.
(c) Notice of Remarketing; Registration Instructions; New Bonds. On each date on which a 2024- A Bond is to be purchased:
(i) the Remarketing Agent shall notify by Electronic Means the Trustee, the Tender Agent, the Liquidity Facility Provider and the Authority (i) by 3:00 p.m. on the Business Day immediately preceding each Mandatory Purchase Date, and (ii) by 11:15 a.m. on any other Purchase Date, if it has been unable to remarket all the tendered 2024-A Bonds, and shall include in such notice the principal amount of 2024-A Bonds it has been unable to remarket;
(ii) if the 2024-A Bonds are no longer in the Depository’s book-entry system, the Remarketing Agent shall notify the Trustee by Electronic Means not later than 1:00 p.m. of the names of the purchasers of the remarketed 2024-A Bonds and such information as may be necessary to register the 2024-A Bonds and the registration instructions (i.e., the names, addresses and taxpayer identification numbers of the purchasers and the desired Authorized Denominations) with respect thereto; and (iii) Subject to Section 2.32 hereof, the Trustee shall authenticate new 2024-A Bonds for the respective purchasers thereof which shall be available for delivery to purchasers as provided in Section 2.16 hereof.
(d) Purchase of 2024-A Bonds by the City. Except as otherwise provided herein, on each Purchase Date, if a Liquidity Facility is not in effect (or being put into effect) supporting the payment of the Purchase Price of the 2024-A Bonds tendered for purchase and the Remarketing Agent shall have given notice to the City pursuant to Section 2.10(c)(i) above that it has been unable to remarket all of the 2024-A Bonds to be remarketed, then on or before 2:30 p.m. the City shall, as and to the extent required herein, pay or cause to be paid, by wire transfer of immediately available funds to the Tender Agent for deposit in the City Purchase Account of the Bond Purchase Fund, an amount, together with the remarketing proceeds, to enable the Tender Agent to pay the Purchase Price of the tendered 2024-A Bonds; provided, however, that notwithstanding anything to the contrary herein, the foregoing shall not create any obligation by the City:
(i) to make such payment or purchase unremarketed 2024-A Bonds on any SIFMA Unscheduled Mandatory Tender Date; (ii) to make such payment or purchase unremarketed 2024-A Bonds on any SIFMA Scheduled Mandatory Tender Date or Term Scheduled Mandatory Tender Date or during any SIFMA Delayed Remarketing Period or Term Delayed Remarketing Period; or (iii) to make such payment or purchase unremarketed 2024-A Bonds for which a Liquidity Facility has been provided in the event of a Liquidity Facility Failure. In addition, the Authority or the City may, but shall not be obligated to, purchase 2024-A Bonds on any Purchase Date or in a secondary market transaction; provided, that the Authority or the City, as applicable, complies with any procedures for such purchase required by then applicable federal securities laws, and that prior to any subsequent remarketing or resale of 2024-A Bonds purchased by the Authority or the City, there shall have been delivered to the Authority and the City (with a copy to the Trustee and the Remarketing Agent) a Favorable Opinion of Bond Counsel with respect to the ownership of the applicable 2024-A Bonds by the Authority or the City, as applicable, for the period preceding such remarketing or resale.

Section 2.11. Credit Facility.
139322106.3 40
(a) Terms of Credit Facility. The City may (except after the 2024-A Bonds shall have been converted to a Fixed Rate Mode and no Credit Facility shall have been provided upon such conversion), if and to the extent that the City shall elect solely in its discretion, provide a Credit Facility, which shall unconditionally provide for the payment when due of the scheduled principal of and interest on the 2024- A Bonds, including redemptions from Sinking Fund Installments for the 2024-A Bonds. At any time there shall be only one Credit Facility in effect for the 2024-A Bonds; provided, however, that nothing in this Indenture shall limit the obligation of a Credit Facility Provider to honor draws or claims for payment on its Credit Facility on a date when the principal of or interest on the 2024-A Bonds is payable if such Credit Facility was in effect prior to such date notwithstanding that an Alternate Credit Facility is to go into effect on such date. A single instrument may constitute both a Credit Facility and a Liquidity Facility for purposes of this Indenture. The initial Credit Facility for the 2024-A Bonds shall collectively be the irrevocable transferable letter of credit issued by Bank of America, N.A., dated as of [__________] 1, 2024, and the related reimbursement agreement, each as amended, restated, extended, supplemented or otherwise modified from time to time.
(b) Draws or Payment Claims on Credit Facilities.
(i) Credit Facilities Other Than Letters of Credit. If on any principal payment date or Interest Payment Date for the 2024-A Bonds when there is in effect a Credit Facility for such 2024-A Bonds which is other than a direct-pay letter of credit, there is not a sufficient amount of money available in the Debt Service Fund to pay the principal or Redemption Price (from Sinking Fund Installments for such 2024-A Bonds) of and interest on such 2024-A Bonds then due, the Trustee shall make a draw or draws or claim for payment under the Credit Facility in accordance with its terms, at the times and in the manner required by the Credit Facility to receive immediately available funds on the principal payment date or Interest Payment Date sufficient to pay on the due date the balance of the principal and Redemption Price (from Sinking Fund Installments for such 2024-A Bonds) of and interest on such 2024-A Bonds then due. (ii) Letters of Credit. If on any principal payment date or Interest Payment Date for the 2024-A Bonds when there is in effect a Credit Facility for such 2024-A Bonds which is a direct-pay letter of credit, the Trustee shall make a draw or draws under the Credit Facility in accordance with its terms, at the times and in the manner required by the Credit Facility to receive immediately available funds on the principal payment date or Interest Payment Date sufficient to pay the principal and Redemption Price (from Sinking Fund Installments for such 2024-A Bonds) of and interest on such 2024-A Bonds then due. (iii) Rights and Duties under Credit Facility. The Trustee agrees, without further direction, to make demands for payment under each Credit Facility then in effect, if any, for the payment of the 2024-A Bonds in accordance with the terms and conditions set forth in this Indenture and the Credit Facility at the times, in the manner and for the purposes set forth herein and therein. (iv) Application of Draws or Payment of Claims on Credit Facility. The Trustee agrees to apply the proceeds of draws or payments for claims under the Credit Facility to the payment of the principal or Redemption Price of, and interest on, the 2024-A Bonds covered thereby then due in accordance with the terms of the Credit Facility. In determining the amount of the principal or Redemption Price of, and interest on, the 2024-A Bonds then due, the Trustee shall not take into consideration any 2024-A Bonds owned by the City or the Authority. No draw or claim for payment shall be made under a Credit Facility to pay the principal, Redemption Price and interest (i) on 2024-A Bonds which are owned by the City or the Authority or owned by, for the account of, or on behalf of, any affiliate of the City or the Authority or (ii) on Liquidity Provider Bonds. Amounts paid by a Credit Facility Provider under a Credit Facility for the payment of the principal or Redemption Price of, and interest on, the 2024-A Bonds when due shall not be deemed paid for purposes of this Indenture and shall remain Outstanding and continue to be due and owing until repaid by the City or the Authority in accordance with the terms of this Indenture and the Credit Facility (or 139322106.3 41
agreement providing therefor). Proceeds of draws or payments for claims under the Credit Facility to the payment of the principal or Redemption Price of, and interest on, the 2024-A Bonds shall be held by the Trustee for the benefit of the Owners of the 2024-A Bonds, uninvested and without liability for interest thereon. No such amounts shall be applied to the purposes in clause First of Section 8.03 of this Indenture. (c) Surrender of Credit Facility. If an Alternate Credit Facility is delivered to the Trustee pursuant to Section 2.12(a) with the documents required by Section 2.12(a), then the Trustee shall accept the Alternate Credit Facility and surrender for cancellation the Credit Facility previously held, provided that no Credit Facility shall be surrendered until after the date on which all principal and interest on the 2024- A Bonds theretofore required to be paid pursuant to Section 2.11(b) from amounts drawn or claims paid under such Credit Facility have been paid. If a Credit Facility expires or otherwise terminates, the Trustee shall surrender such Credit Facility to the Credit Facility Provider for cancellation in accordance with the terms of such Credit Facility. The Trustee shall comply with the procedures set forth in each Credit Facility relating to the termination thereof and shall deliver any certificates reducing the stated amount of the Credit Facility in accordance with the provisions thereof.

Section 2.12. Alternate Credit Facility.
(a) Delivery by the City. Prior to the expiration or termination of a Credit Facility in accordance with the terms of that Credit Facility, the City may provide for the delivery to the Trustee of an Alternate Credit Facility which has a term of at least 364 days (or such shorter period to the final Maturity Date of the 2024-A Bonds covered thereby). Any Alternate Credit Facility delivered to the Trustee pursuant to this Section 2.12(a) shall be delivered and become effective not later than five (5) days prior to the date on which the former Credit Facility would terminate or expire in accordance with its terms (other than as the result of the delivery of the Alternate Credit Facility) and shall contain administrative provisions reasonably acceptable to the Trustee. On or prior to the date of the delivery of the Alternate Credit Facility to the Trustee, the City shall furnish to the Trustee an opinion of counsel to the Credit Facility Provider reasonably satisfactory to the Trustee and the Remarketing Agent to the effect that such Alternate Credit Facility is a valid and enforceable obligation of the issuer thereof. (b) Acceptance by Trustee. If at any time there is delivered to the Trustee (i) an Alternate Credit Facility covering the 2024-A Bonds, (ii) the opinion required by Section 2.12(a), and (iii) all information required to have given or give the notice of mandatory tender for purchase of the 2024-A Bonds pursuant to Section 2.09(b)(v), if applicable, then the Trustee shall accept such Alternate Credit Facility and, after the Mandatory Purchase Date established pursuant to Section 2.09(b)(vi) and subject to the requirements of Section 2.11(c), promptly surrender the Credit Facility then in effect to the Credit Facility Provider for cancellation in accordance with its terms or deliver any document necessary to reduce the coverage of such Credit Facility due to the delivery of such Alternate Credit Facility.

Section 2.13. Liquidity Facility.
(a) Terms of Liquidity Facility.
(i) Maintenance of Liquidity Facility. A Liquidity Facility, in an amount equal to the sum of the Outstanding principal and interest calculated at the Maximum Interest Rate (for the 2024-A Bonds covered thereby other than Liquidity Provider Bonds) for such number of days (which number of days may differ by Mode) as approved by the Rating Agencies, shall be maintained by the City for the 2024-A Bonds in the Weekly Mode or Daily Mode and, if and to the extent that the City shall elect in its discretion, subject to subsection (ii) below, for the 2024-A Bonds in the Flexible Mode, SIFMA Mode or Term Rate Mode.

The Liquidity Facility shall be delivered to the Tender Agent who shall be the party to make draw requests for payment thereunder. The initial Liquidity Facility for the 2024-A Bonds shall collectively be the 139322106.3 42
irrevocable transferable letter of credit issued by Bank of America, N.A., dated as of [__________] 1 , 2024, and the related reimbursement agreement, each as amended, restated, extended, supplemented or otherwise modified from time to time.
(ii) Addition of Liquidity Facility in Flexible Mode, SIFMA Mode or Term Rate Mode.

Subject to the delivery of a Favorable Opinion of Bond Counsel with respect thereto, the City may, subject to the requirements of this Section 2.12 and Section 2.09(b)(vi), at any time during a Flexible Mode, SIFMA Mode or Term Rate Mode, deliver to the Trustee a Liquidity Facility with respect to purchases of tendered 2024-A Bonds occurring in the Flexible Mode, SIFMA Mode or Term Rate Mode after the effective date of such Liquidity Facility. The City shall promptly provide written notice to each Rating Agency and the Remarketing Agent of the delivery to the Trustee of such Liquidity Facility with respect to purchases of tendered 2024-A Bonds occurring in the Flexible Mode, SIFMA Mode or Term Rate Mode. In the event the City shall determine to provide a Liquidity Facility for the 2024-A Bonds, the 2024-A Bonds shall be subject to mandatory tender on the Substitution Date on which such Liquidity Facility shall be provided pursuant to Section 2.09(b)(vi) hereof.
(b) Requests to Pay Purchase Price. If on any Purchase Date for the 2024-A Bonds for which a Liquidity Facility has been provided, there is not a sufficient amount of money available in the Remarketing Proceeds Account of the Bond Purchase Fund pursuant to Section 2.10(b) to pay the Purchase Price then due pursuant to Section 2.09 hereof, the Tender Agent shall make a draw request or requests under the Liquidity Facility in accordance with its terms, at the times and in the manner required by the Liquidity Facility and this Indenture to receive immediately available funds on the Purchase Date sufficient to pay on such Purchase Date the balance of the Purchase Price payable on such date. In the case of a mandatory tender for purchase upon substitution of the Liquidity Facility pursuant to Section 2.09(b)(vi) hereof, the Tender Agent shall make such draw request under the existing Liquidity Facility prior to the substitution of such Liquidity Facility for the purpose of paying the Purchase Price of the 2024-A Bonds. If the Tender Agent shall have received notice from the Liquidity Facility Provider of the occurrence of an event of default (other than as a result of an Automatic Termination Event) under such Liquidity Facility (or agreement providing therefor) which gives such Liquidity Facility Provider the right to terminate the Liquidity Facility with notice, the Tender Agent shall draw on such Liquidity Facility in an amount equal to the Purchase Price of all of the 2024-A Bonds covered thereby on the applicable Mandatory Purchase Date. A copy of any draw request shall be delivered by Electronic Means to the Trustee and the City. The Tender Agent agrees to deposit the proceeds of any draw request or requests in the Liquidity Facility Purchase Account of the Bond Purchase Fund pursuant to clause (ii) of Section 2.15 hereof pending application of that money to the payment of the Purchase Price. In determining the amount of the Purchase Price then due, the Tender Agent shall not take into consideration any Liquidity Provider Bonds. No draw requests shall be made under a Liquidity Facility to pay the Purchase Price of Liquidity Provider Bonds or 2024-A Bonds held by the Authority or the City. Liquidity Provider Bonds and 2024-A Bonds owned by the Authority or the City or owned by, for the account of, or on behalf of, any affiliate of the Authority or the City may not be tendered for purchase at the option of the Liquidity Facility Provider or the Authority, or the City, respectively.
(c) Rights and Duties Under Liquidity Facility. The Tender Agent, by accepting its appointment as such, agrees without further direction, to make draw requests under the Liquidity Facility then in effect (if any) for the payment of the Purchase Price of the 2024-A Bonds covered thereby in accordance with the terms and conditions set forth herein and in such Liquidity Facility at the times, in the manner and for the purposes set forth herein and therein.
(d) Automatic Termination of Liquidity Facility. If there should occur any event resulting in the immediate termination or suspension of the obligation of the Liquidity Facility Provider to purchase the 2024-A Bonds under the terms of any Liquidity Facility, then the Trustee shall as soon as practicably 139322106.3 43
possible thereafter notify the Authority, the City, the Remarketing Agent and the Owners of all the 2024-A Bonds covered thereby then Outstanding that: (i) the Liquidity Facility has been terminated or suspended, as the case may be; (ii) the Tender Agent will no longer be able to purchase such 2024-A Bonds with moneys available under the Liquidity Facility; and (iii) the Liquidity Facility Provider is under no obligation to purchase such 2024-A Bonds or to otherwise advance moneys to fund the purchase of such 2024-A Bonds.
(e) Surrender of Liquidity Facility. If an Alternate Liquidity Facility is delivered to the Tender Agent pursuant to Section 2.14(a) hereof with the documents required by Section 2.14(a) hereof, then the Tender Agent shall accept the Alternate Liquidity Facility and surrender for cancellation the Liquidity Facility previously held, provided that no Liquidity Facility shall be surrendered until after the date on which the 2024-A Bonds required to be tendered for purchase pursuant to Section 2.09(b)(vi) hereof have been purchased or deemed purchased in accordance with Section 2.09 hereof. If a Liquidity Facility automatically terminates, the Tender Agent shall surrender such Liquidity Facility to the applicable Liquidity Facility Provider thereof for cancellation in accordance with the terms of the Liquidity Facility.

The Tender Agent shall comply with the procedures set forth in each Liquidity Facility relating to the termination thereof and shall deliver any certificates reducing the stated amount of the Liquidity Facility in accordance with the provisions thereof.

Section 2.14. Alternate Liquidity Facility.
(a) Delivery by City. Prior to the expiration or termination of a Liquidity Facility in accordance with the terms of such Liquidity Facility, the City may provide for the delivery to the Tender Agent of an Alternate Liquidity Facility which has a term of at least 364 days (or such shorter period to the final Maturity Date of the 2024-A Bonds covered thereby). Any Alternate Liquidity Facility delivered to the Tender Agent pursuant to this Section 2.14 shall contain administrative provisions reasonably acceptable to the Tender Agent. On or prior to the date of the delivery of the Alternate Liquidity Facility to the Tender Agent, the City shall furnish to the Tender Agent (i) a Favorable Opinion of Bond Counsel and (ii) an opinion of counsel to the Liquidity Facility Provider of the Alternate Liquidity Facility to the effect that such Alternate Liquidity Facility is a valid and enforceable obligation of such Liquidity Facility Provider. (b) Acceptance by Tender Agent. If at any time there is delivered to the Tender Agent (i) an Alternate Liquidity Facility covering the 2024-A Bonds, (ii) the opinions required by Section 2.14(a) hereof, and (iii) all information required to give the notice of mandatory tender for purchase of the 2024-A Bonds pursuant to Section 2.09(b)(vi) hereof, then the Tender Agent shall accept such Alternate Liquidity Facility and, after the date of the mandatory tender for purchase established pursuant to Section 2.09(b)(vi) hereof, promptly surrender the Liquidity Facility then in effect to the Liquidity Facility Provider for cancellation in accordance with its terms or deliver any document necessary to reduce the coverage of such Liquidity Facility due to the delivery of such Alternate Liquidity Facility.

Section 2.15. Sources of Funds for Purchase of 2024-A Bonds. By 3:00 p.m. on the date on which a 2024-A Bond is to be purchased, the Tender Agent shall purchase tendered 2024-A Bonds from the tendering Owners at the applicable Purchase Price by wire transfer in immediately available funds.

Funds for the payment of such Purchase Price shall be derived solely from the following sources in the order of priority indicated (except that the Purchase Price in connection with a SIFMA Unscheduled Mandatory Tender Date or a Term Unscheduled Mandatory Tender Date shall be payable solely from the source described in clause (i) of this Section 2.15) and none of the Authority, the City, the Trustee, the Tender Agent or the Remarketing Agent shall be obligated to provide funds from any other source:
139322106.3 44
(i) immediately available funds furnished by the Remarketing Agent to the Tender Agent from the proceeds of the sale of 2024-A Bonds remarketed pursuant to the provisions hereof for deposit in the Remarketing Proceeds Account for such 2024-A Bonds;
(ii) immediately available funds furnished by the Liquidity Facility Provider to the Tender Agent from draw requests on a Liquidity Facility for deposit in the Liquidity Facility Purchase Account for such 2024-A Bonds; provided, that such funds may be used only to purchase 2024-A Bonds as to which the applicable Liquidity Facility is in effect; and
(iii) immediately available funds (if any) furnished by the City to the Tender Agent pursuant to Section 2.10(d) or otherwise for deposit in the City Purchase Account.

Section 2.16. Delivery of 2024-A Bonds. On each date on which a 2024-A Bond is to be purchased, such 2024-A Bond shall be delivered as follows:
(i) 2024-A Bonds purchased with money described in clause (i) of Section 2.15 hereof shall be registered and made available to the Remarketing Agent for delivery to purchasers thereof against payment therefor;
(ii) 2024-A Bonds purchased by the Trustee with moneys described in clause (ii) of Section

2.15 hereof shall be registered immediately in the name of the applicable Liquidity Facility Provider or its nominee (which may be the Securities Depository); and
(iii) 2024-A Bonds purchased by the City with moneys described in clause (iii) of Section 2.15 hereof shall be held in escrow by the Tender Agent for the account of and registered in the name of the City until the Tender Agent receives further instructions from the City regarding the disposition of such 2024-A Bonds; provided that such 2024-A Bonds shall be registered immediately in the name of the City or its nominee on or before 2:30 p.m. 2024-A Bonds so owned by the City shall continue to be outstanding under the terms of this Indenture and be subject to all of the terms and conditions of this Indenture and shall be subject to remarketing by the Remarketing Agent as provided herein.

Section 2.17. No Remarketing After Credit Facility Failure or Liquidity Facility Failure.

Anything in this Indenture to the contrary notwithstanding, if there shall have occurred and be continuing either a Credit Facility Failure or a Liquidity Facility Failure, the Remarketing Agent shall not remarket any 2024-A Bonds covered by the Credit Facility or Liquidity Facility, as applicable. All other provisions of this Indenture, including without limitation, those relating to the setting of interest rates and Rate Periods and mandatory and optional purchases, shall remain in full force and effect during the continuance of such Credit Facility Failure or Liquidity Facility Failure.

Section 2.18. Inadequate Funds for Tenders.
(a) General. Except as otherwise provided herein, if sufficient funds are not available for the purchase of all tendered 2024-A Bonds required to be purchased on any Purchase Date, the Tender Agent shall take all actions available to it to obtain remarketing proceeds from the Remarketing Agent and sufficient funds from the Liquidity Facility Provider (if any) or, to the extent provided herein, the City, to purchase all such 2024-A Bonds on or before 3:00 p.m. on such Purchase Date, and if sufficient funds are not so obtained, all tendered 2024-A Bonds shall be returned to their respective Owners. Thereafter, the Tender Agent shall continue to take all such action available to it to obtain such remarketing proceeds from the Remarketing Agent and such funds from the Liquidity Facility Provider or the City, as and to the extent applicable. Under this Indenture, while the 2024-A Bonds remain outstanding, default in the due and punctual payment of the Purchase Price of any 2024-A Bond when and as the same shall become due and 139322106.3 45
payable shall only constitute an Event of Default if such default remains uncured for a period of 180 days after the date that payment of the Purchase Price is due and payable. Any obligations of the Remarketing Agent, the Liquidity Facility Provider (if any) or the City to cause the deposit of such funds from remarketing proceeds, proceeds of a draw on the Liquidity Facility (if any) or other amounts, respectively, shall remain enforceable pursuant to this Indenture, and such obligation shall be discharged only at such time as funds are deposited with the Tender Agent in an amount sufficient to purchase all such 2024-A Bonds, together with any interest which has accrued on such 2024-A Bonds to the subsequent actual Purchase Date.
(b) Inadequate Funds on SIFMA Scheduled Mandatory Tender Date. With respect to any mandatory purchase pursuant to Section 2.09(b)(ii) hereof, in the event sufficient funds are not available for the purchase of all 2024-A Bonds tendered or deemed tendered and required to be purchased on the related Mandatory Purchase Date therefor, then: (i) the Trustee shall promptly return all 2024-A Bonds tendered or deemed tendered to the Owners thereof together with notice of such insufficiency and the Trustee and the Remarketing Agent shall promptly return all remarketing proceeds to the persons providing such moneys without interest; (ii) the SIFMA Rate Period then in effect will terminate on such SIFMA Scheduled Mandatory Tender Date; (iii) a SIFMA Delayed Remarketing Period will commence on such SIFMA Scheduled Mandatory Tender Date as provided in Section 2.19 hereof and (iv) such failed purchase shall not constitute an Event of Default under this Indenture. (c) Inadequate Funds on Term Scheduled Mandatory Tender Date. With respect to any mandatory purchase pursuant to Section 2.09(b)(iii), then, in the event sufficient funds are not available for the purchase of all 2024-A Bonds tendered or deemed tendered and required to be purchased on the related Mandatory Purchase Date therefor, then: (i) the Trustee shall promptly return all 2024-A Bonds tendered or deemed tendered to the Owners thereof together with notice of such insufficiency and the Trustee and the Remarketing Agent shall promptly return all remarketing proceeds to the persons providing such moneys without interest; (ii) the Term Rate Period then in effect will terminate on such Term Scheduled Mandatory Tender Date; (iii) a Term Delayed Remarketing Period will commence on such Term Scheduled Mandatory Tender Date as provided in Section 2.23 hereof; and (iv) such failed purchase shall not constitute an Event of Default under this Indenture.

Section 2.19. SIFMA Delayed Remarketing Period. During any SIFMA Rate Period, if the Purchase Price of all of the 2024-A Bonds tendered or deemed tendered on the applicable SIFMA Scheduled Mandatory Tender Date shall not be paid, a SIFMA Delayed Remarketing Period will commence on such date.
(a) SIFMA Delayed Remarketing Period Terms.
(i) During the SIFMA Delayed Remarketing Period, all of the 2024-A Bonds will bear interest at the SIFMA Delayed Remarketing Period Rate;
(ii) While bearing interest at the SIFMA Delayed Remarketing Period Rate during the SIFMA Delayed Remarketing Period, interest shall be calculated on the basis of a 365/366 day year for the actual number of days elapsed;
(iii) The 2024-A Bonds will continue to be subject to optional redemption by the City pursuant to Section 2.08(a) hereof; provided that notwithstanding anything to the contrary in Section 2.08(e) hereof, the Trustee shall only be required to give five (5) Business Days’ notice of such redemption to the Owners of the 2024-A Bonds to be redeemed;
139322106.3 46
(iv) The City may, by notice to the Trustee, the Tender Agent and the Remarketing Agent, direct a change in Mode or conversion to a Fixed Rate Mode of the 2024-A Bonds in accordance with Section 2.07 hereof; provided that the City and the Trustee will not be required to comply with the notice requirements described in Section 2.07 or Section 2.09 hereof; (v) The 2024-A Bonds will no longer be subject to mandatory sinking fund redemption by the Authority pursuant to Section 2.08(b)(i) hereof;
(vi) During any SIFMA Delayed Remarketing Period, interest on the 2024-A Bonds subject to such SIFMA Delayed Remarketing Period shall be due and payable on the first Business Day of each month during such SIFMA Delayed Remarketing Period for such 2024-A Bonds and on the last day of the SIFMA Delayed Remarketing Period;
(vii) The Remarketing Agent will continue to be obligated to remarket the 2024-A Bonds pursuant to Section 2.19(c) hereof; and
(viii) If the 2024-A Bonds are successfully remarketed as provided in Section 2.19(c) hereof, the Owners thereof will be obligated to tender, sell and deliver their 2024-A Bonds to the Authority. (b) Determination of SIFMA Delayed Remarketing Period Rate. During each SIFMA Delayed Remarketing Period, no later than 11:00 a.m. on the Business Day immediately preceding each Interest Payment Date while the 2024-A Bonds bear interest at the SIFMA Delayed Remarketing Period Rate, the Calculation Agent will deliver written notice to the Authority, the City, the Trustee (if the Trustee is not the Calculation Agent) and the Remarketing Agent, specifying the SIFMA Delayed Remarketing Period Rate for such 2024-A Bonds, and the aggregate amount of interest on, the 2024-A Bonds that is due and payable on such Interest Payment Date, together with a detailed calculation of the foregoing. All percentages resulting from the calculation of any index component of the SIFMA Delayed Remarketing Period Rate will be rounded upwards, if necessary, to the nearest fifth decimal place.

In the absence of manifest error, the determination by the Calculation Agent of any index component and the SIFMA Delayed Remarketing Period Rate will be conclusive and binding on the Owners of the 2024-A Bonds, the Authority, the City, the Trustee and the Remarketing Agent. (c) Purchase and Sale of 2024-A Bonds During SIFMA Delayed Remarketing Period. On each Business Day following a SIFMA Scheduled Mandatory Tender Date on which all of the 2024-A Bonds were not purchased, the Remarketing Agent will continue to use its best efforts to remarket all of the 2024-A Bonds into the Mode as directed by the City. Once the Remarketing Agent for the 2024-A Bonds has advised the Authority, the City, the Trustee and the Tender Agent that it has a good faith belief that it is able to remarket all of the 2024-A Bonds into the then directed Mode, the City will establish a new Mandatory Purchase Date and will direct the Trustee to give notice by Electronic Means to the Owners of the 2024-A Bonds not later than five (5) Business Days prior to the date on which such 2024-A Bonds are to be purchased, which notice shall state: (i) the Mode applicable to such 2024-A Bonds from and after the Purchase Date; (ii) that such tendered 2024-A Bonds will be subject to mandatory tender for purchase and specifying the Mandatory Purchase Date such purchase shall occur; (iii) the procedures for such mandatory tender; (iv) the Purchase Price of such 2024-A Bonds to be purchased; and (v) the consequences of a failed remarketing.
(d) Termination of a SIFMA Delayed Remarketing Period. During any SIFMA Delayed Remarketing Period, upon the purchase of all of the 2024-A Bonds pursuant to Section 2.19(c) above, the SIFMA Delayed Remarketing Period will terminate on the date on which such purchase occurs. 139322106.3 47
Section 2.20. Bond Purchase Fund. There shall be established with and maintained by the Tender Agent a separate trust fund which shall be referred to herein as the “Bond Purchase Fund.” The Tender Agent shall further establish within the Bond Purchase Fund separate trust accounts for the 2024-A Bonds which are subject to tender for purchase to be referred to herein as the “Remarketing Proceeds Account,” “Liquidity Facility Purchase Account,” and the “City Purchase Account,” as necessary or convenient for the 2024-A Bonds. The Remarketing Proceeds Account, the Liquidity Facility Purchase Account and the City Purchase Account shall be an Eligible Account held in trust for the benefit of the Owners. In the event that any such account ceases to be an Eligible Account, the Tender Agent shall promptly (and, in any case, within not more than twenty (20) days) move such account to cause it to be an Eligible Account.
(a) Remarketing Proceeds Account. Upon receipt of the proceeds of a remarketing of 2024-A Bonds on a Purchase Date, the Tender Agent shall deposit such proceeds in the Remarketing Proceeds Account of the Bond Purchase Fund for such 2024-A Bonds for application to the Purchase Price of such 2024-A Bonds and, if the Tender Agent is not a paying agent with respect to the 2024-A Bonds, shall transmit such proceeds to the Trustee for such application. Notwithstanding the foregoing, upon receipt of the proceeds of a remarketing of Liquidity Provider Bonds, the Tender Agent shall immediately pay such proceeds to the Liquidity Facility Provider to the extent of any amount owing to the Liquidity Facility Provider. The Tender Agent shall give notice of such transfer to the Authority and the City. Moneys in the Remarketing Proceeds Account shall be held by the Tender Agent for the benefit of the Owners, uninvested and without liability for interest thereon.
(b) Liquidity Facility Purchase Account. Upon receipt from the Liquidity Facility Provider, if any, of the immediately available funds transferred to the Tender Agent pursuant to Section 2.13(b) hereof, the Tender Agent shall deposit such money in the Liquidity Facility Purchase Account of the Bond Purchase Fund for such 2024-A Bonds for application to the Purchase Price of the 2024-A Bonds required to be purchased on a Purchase Date to the extent that the money on deposit in the Remarketing Proceeds Account of the Bond Purchase Fund shall not be sufficient. Any amounts deposited in the Liquidity Facility Purchase Account and not needed with respect to any Purchase Date for the payment of the Purchase Price for any 2024-A Bonds thereof shall be immediately returned to the Liquidity Facility Provider. Moneys in the Liquidity Facility Purchase Account shall be held by the Tender Agent for the benefit of the Owners of the 2024-A Bonds, uninvested and without liability for interest thereon. No amounts in the Liquidity Facility Purchase Account shall be applied to the purposes in clause First of Section 8.03 of this Indenture. (c) City Purchase Account. Upon receipt from the City of any funds for the purchase of tendered Bonds pursuant to Section 2.10(d), the Tender Agent shall deposit such money, if any, in the City Purchase Account of the Bond Purchase Fund for application to the Purchase Price of the 2024-A Bonds required to be purchased on a Purchase Date to the extent that the money on deposit in the Remarketing Proceeds Account and the Liquidity Facility Purchase Account of the Bond Purchase Fund shall not be sufficient.

Only moneys received from the City shall be deposited into the City Purchase Account and such moneys shall not be commingled with moneys derived from any other sources. Any amounts deposited in the City Purchase Account and not needed with respect to any Purchase Date for the payment of the Purchase Price for any 2024-A Bonds thereof shall be immediately returned to the City.

Section 2.21. Remarketing Agent; Tender Agent.
(a) Remarketing Agent. On or prior to (i) the thirtieth (30th) day preceding any SIFMA Scheduled Mandatory Tender Date for any 2024-A Bonds in the SIFMA Mode, or (ii) any date on which the City shall exercise its option pursuant to Section 2.09(b)(vii) to effect a SIFMA Unscheduled Mandatory Tender Date for any 2024-A Bonds in the SIFMA Mode, or (iii) any date on which the City shall elect to change the Mode for the 2024-A Bonds to a different Mode pursuant to Section 2.07(a), or (iv) any date on which the 139322106.3 48
City shall exercise its option to convert the interest payable with respect to the 2024-A Bonds to a Fixed Rate Mode pursuant to Section 2.07(b), or (v) any other date on which the tender of 2024-A Bonds is expected to occur pursuant to the terms of this Indenture, the City shall appoint one or more Remarketing Agents for the 2024-A Bonds and shall execute and deliver a Remarketing Agreement with each such appointed Remarketing Agent. Each Remarketing Agent appointed by the City shall designate its principal office in the Remarketing Agreement. The Remarketing Agent shall signify its acceptance of the duties and obligations imposed upon it under this Indenture by a written instrument of acceptance (which may be the Remarketing Agreement) delivered to the Authority, the City, the Trustee, the Tender Agent and the Liquidity Facility Provider (if any), under which the Remarketing Agent shall agree, particularly, to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Authority, the City, the Trustee and the Tender Agent at all reasonable times.
(b) Tender Agent. Each Tender Agent appointed by the City shall designate to the Authority, the City, the Trustee, the Liquidity Facility Provider (if any) and the Remarketing Agent, its principal office for delivery of notices and delivery of 2024-A Bonds and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Authority, the City, the Trustee, the Liquidity Facility Provider (if any) and the Remarketing Agent. By acceptance of its appointment hereunder, the Tender Agent agrees:
(i) to hold all 2024-A Bonds delivered to it pursuant to Section 2.09(c) hereof as agent and bailee of, and in escrow for the benefit of, the respective Owners that have delivered such 2024-A Bonds until money representing the Purchase Price of such 2024-A Bonds shall have been delivered to or for the account of or to the order of such Owners;
(ii) to hold all 2024-A Bonds registered in the name of the new Owners thereof which have been delivered to it by the Trustee for delivery to the Remarketing Agent; (iii) to hold 2024-A Bonds delivered for the account of the Liquidity Facility Provider pursuant to clause (ii) of Section 2.16 hereof; and
(iv) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee, the Authority, the City, the Liquidity Facility Provider (if any), the Credit Facility Provider (if any) and the Remarketing Agent at all reasonable times.

Section 2.22. Qualifications of Remarketing Agent and Tender Agent; Resignation and Removal of Remarketing Agent and Tender Agent.
(a) Remarketing Agent. Each Remarketing Agent shall be a commercial bank, national banking association or trust company or a member of the Financial Industry Regulatory Authority, Inc. and shall be authorized by law to perform all the duties imposed upon it hereunder and under the Remarketing Agreement. The City may remove the Remarketing Agent at any time by giving at least thirty (30) days prior written notice to the Remarketing Agent, the Authority, the Trustee, the Tender Agent and the Liquidity Facility Provider (if any) (or such shorter notice as the Remarketing Agent shall agree), except if the Remarketing Agent has suspended its efforts to solicit offers to purchase the 2024-A Bonds pursuant to the Remarketing Agreement or is otherwise in breach of its duties and obligations under this Indenture or the Remarketing Agreement, in which case, the City shall have the right to remove the Remarketing Agent immediately upon delivery of written notice to the Remarketing Agent and the Liquidity Facility Provider (if any). The Remarketing Agent may at any time resign and be discharged of its duties and obligations hereunder and under the Remarketing Agreement by giving at least thirty (30) days prior written notice to 139322106.3 49
the Authority, the City, the Trustee, the Tender Agent and the Liquidity Facility Provider (if any); provided, however, so long as the City is using its best efforts to qualify a successor to the Remarketing Agent, the Remarketing Agent shall be obligated to continue its duties as such until the earlier of the sixtieth (60th) calendar day following the giving of such notice of termination and the date on which a successor is so qualified. Notwithstanding the foregoing, the Remarketing Agent may not resign and be discharged of its duties and obligations hereunder and under the Remarketing Agreement on any date that is less than thirty (30) days before a SIFMA Scheduled Mandatory Tender Date. The City’s delivery to the Trustee and the Liquidity Facility Provider of a certificate setting forth the effective date of the appointment of a successor Remarketing Agent and the name of such successor shall be conclusive evidence that (i) if applicable, the predecessor Remarketing Agent has been removed in accordance with the provisions hereof and (ii) such successor has been appointed and is qualified to act as Remarketing Agent under the terms hereof. The Trustee shall provide notice of such successor Remarketing Agent to the Owners within ten (10) days of such appointment.

If the Remarketing Agent consolidates with, merges or converts into, or transfers all or substantially all of its assets (or, in the case of a bank, national banking association or trust company, its corporate assets) to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Remarketing Agent.
(b) Tender Agent. Each Tender Agent shall be a national banking association or a commercial bank with trust powers or a trust company duly organized under the laws of the United States of America or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $100,000,000 and authorized by law to perform all the duties imposed upon it hereunder. A Tender Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least sixty (60) days’ notice to the Authority, the City, the Trustee, the Liquidity Facility Provider (if any) and the Remarketing Agent. A Tender Agent may be removed at any time by an instrument signed by the City and filed with the Trustee. However, such resignation or removal shall not take effect prior to the date that a successor Tender Agent has been appointed by the City and has accepted such appointment, such appointment has been approved by the Liquidity Facility Provider (if any), and the Liquidity Facility (if any) has been transferred, in accordance with its terms, to that successor. So long as a Credit Facility providing both liquidity support for payment of the Purchase Price of the 2024-A Bonds and credit support for the 2024-A Bonds shall be maintained, the same entity shall serve in both the capacity of Trustee and Tender Agent.

If no successor Tender Agent shall have been appointed and shall have accepted such appointment within sixty (60) days of the resigning Tender Agent’s notice of resignation or the receipt by the Tender Agent of notice of removal as aforesaid, the resigning Tender Agent or Tender Agent being removed may petition any court of competent jurisdiction for the appointment of a successor Tender Agent, and such court shall thereupon, after notice (if any) as it may deem proper, appoint such successor Tender Agent.

Upon the effective date of resignation or removal of a Tender Agent, such Tender Agent shall deliver any 2024-A Bonds and money held by it in such capacity to its successor.

Section 2.23. Term Delayed Remarketing Period. During any Term Rate Period, if the Purchase Price of all of the 2024-A Bonds tendered or deemed tendered on the applicable Term Scheduled Mandatory Tender Date shall not be paid, a Term Delayed Remarketing Period will commence on such date.
139322106.3 50
(a) Term Delayed Remarketing Period Terms.
(i) During the Term Delayed Remarketing Period, all of the 2024-A Bonds will bear interest at the Term Delayed Remarketing Period Rate;
(ii) While bearing interest at the Term Delayed Remarketing Period Rate during the Term Delayed Remarketing Period, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months;
(iii) The 2024-A Bonds will continue to be subject to optional redemption by the [City] pursuant to Section 2.08(a) hereof; provided that notwithstanding anything to the contrary in Section

2.08(d) hereof, the Trustee shall only be required to give five (5) Business Days’ notice of such redemption to the Owners of the 2024-A Bonds to be redeemed;
(iv) The City may, by notice to the Trustee, the Tender Agent and the Remarketing Agent, direct a change in Mode or conversion to a Fixed Rate Mode of the 2024-A Bonds in accordance with Section 2.07 hereof; provided that the City and the Trustee will not be required to comply with the notice requirements described in Section 2.07 or Section 2.09 hereof; (v) The 2024-A Bonds will no longer be subject to mandatory sinking fund redemption by the City pursuant to Section 2.08(b)(i) hereof;
(vi) During any Term Delayed Remarketing Period, interest on the 2024-A Bonds subject to such Term Delayed Remarketing Period shall be due and payable on each April 1 and October 1 during such Term Delayed Remarketing Period for such 2024-A Bonds and on the last day of the Term Delayed Remarketing Period;
(vii) The Remarketing Agent will continue to be obligated to remarket the 2024-A Bonds pursuant to Section 2.23(c) hereof; and
(viii) If the 2024-A Bonds are successfully remarketed as provided in Section 2.23(c) hereof, the Owners thereof will be obligated to tender, sell and deliver their 2024-A Bonds to the City. (b) Determination of Term Delayed Remarketing Period Rate. During each Term Delayed Remarketing Period, no later than 11:00 a.m. on the Business Day immediately preceding each Interest Payment Date while the 2024-A Bonds bear interest at the Term Delayed Remarketing Period Rate, the Calculation Agent will deliver written notice to the City, the Trustee (if the Trustee is not the Calculation Agent) and the Remarketing Agent, specifying the Term Delayed Remarketing Period Rate for such 2024-A Bonds, and the aggregate amount of interest on, the 2024-A Bonds that is due and payable on such Interest Payment Date, together with a detailed calculation of the foregoing. All percentages resulting from the calculation of any index component of the Term Delayed Remarketing Period Rate will be rounded upwards, if necessary, to the nearest fifth decimal place.

In the absence of manifest error, the determination by the Calculation Agent of any index component and the Term Delayed Remarketing Period Rate will be conclusive and binding on the Owners of the 2024-A Bonds, the Authority, the Trustee and the Remarketing Agent. (c) Purchase and Sale of 2024-A Bonds During Term Delayed Remarketing Period. On each Business Day following a Term Scheduled Mandatory Tender Date on which all of the 2024-A Bonds were not purchased, the Remarketing Agent will continue to use its best efforts to remarket all of the 2024-A Bonds into the Mode as directed by the City. Once the Remarketing Agent for the 2024-A Bonds has 139322106.3 51
advised the Authority, the City, the Trustee and the Tender Agent that it has a good faith belief that it is able to remarket all of the 2024-A Bonds into the then directed Mode, the City will establish a new Mandatory Purchase Date and will direct the Trustee to give notice by Electronic Means to the Owners of the 2024-A Bonds not later than five (5) Business Days prior to the date on which such 2024-A Bonds are to be purchased, which notice shall state: (i) the Mode applicable to such 2024-A Bonds from and after the Purchase Date; (ii) that such tendered 2024-A Bonds will be subject to mandatory tender for purchase and specifying the Mandatory Purchase Date such purchase shall occur; (iii) the procedures for such mandatory tender; (iv) the Purchase Price of such 2024-A Bonds to be purchased; and (v) the consequences of a failed remarketing.
(d) Termination of a Term Delayed Remarketing Period. During any Term Delayed Remarketing Period, upon the purchase of all of the 2024-A Bonds pursuant to Section 2.23(c) above, the Term Delayed Remarketing Period will terminate on the date on which such purchase occurs.

Section 2.24. Form of 2024-A Bonds. The 2024-A Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be in the form set forth in Exhibit A attached hereto, as applicable, and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

Upon a change in Mode of the 2024-A Bonds to a New Mode or a conversion of the 2024-A Bonds to the Fixed Rate Mode, a new form of 2024-A Bond shall be prepared, if and to the extent necessary, which contains the terms of the 2024-A Bonds applicable in such New Mode or Fixed Rate Mode.

Section 2.25. Execution of 2024-A Bonds. The 2024-A Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of any Authorized Authority Representative, and shall be delivered to the Trustee for authentication by it. In case any official of the Authority who shall have signed any of the 2024-A Bonds shall cease to be such official before the 2024- A Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such 2024-A Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such official of the Authority. Also, any 2024-A Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such 2024-A Bond shall be the proper official although on the nominal date of such 2024-A Bond such individual shall not have been such official.

Only such of the 2024-A Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit A, manually executed by the Trustee shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the 2024-A Bonds so authenticated have been duly authenticated and deteenlivered hereunder and are entitled to the benefits of this Indenture.

Section 2.26. Transfer of 2024-A Bonds. Any 2024-A Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his attorney duly authorized in writing, upon surrender of such 2024-A Bond for cancellation at the Corporate Trust Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed by the registered owner or his duly authorized attorney. No service charge shall be made for any transfer of 2024-A Bonds, but the Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

The cost of printing 2024-A Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the City. Whenever any 2024-A Bond or 2024-A Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the 139322106.3 52
transferee a new 2024-A Bond or 2024-A Bonds of Authorized Denomination or Denominations of like tenor, maturity and aggregate principal amount.

Section 2.27. Exchange of 2024-A Bonds. The 2024-A Bonds may be exchanged upon surrender thereof at the Corporate Trust Office of the Trustee for an equal aggregate principal amount of 2024-A Bonds of other Authorized Denominations and of the same tenor and maturity. No service charge shall be made for any exchange of 2024-A Bonds, but the Trustee shall require the Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such transfer.

The cost of printing 2024-A Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the City.

Section 2.28. Registration Books. The Trustee will keep or cause to be kept at its Corporate Trust Office sufficient records for the ownership, registration, transfer, and exchange of the 2024-A Bonds, which shall at all reasonable times during regular business hours be open to inspection by the Authority, the City and its designated agent or any owner or his agent duly authorized in writing with reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, 2024-A Bonds as hereinbefore provided.

Section 2.29. 2024-A Bonds Mutilated, Lost, Destroyed or Stolen. If any 2024-A Bond shall become mutilated, the Authority, at the expense of the Owner of said 2024-A Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new 2024-A Bond of like Series, tenor and Authorized Denomination in exchange and substitution for the 2024-A Bond so mutilated, but only upon surrender to the Trustee at the Corporate Trust Office of the 2024-A Bond so mutilated. Every mutilated 2024-A Bond so surrendered to the Trustee shall be cancelled by it and destroyed. If any 2024-A Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the 2024-A Bond Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new 2024-A Bond of like tenor in lieu of and in substitution for the 2024-A Bond so lost, destroyed or stolen (or if any such 2024-A Bond shall have matured, instead of issuing a substitute 2024-A Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Trustee may require payment of a reasonable fee for each new 2024- A Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any 2024-A Bond issued under the provisions of this Section in lieu of any 2024-A Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the 2024-A Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other 2024- A Bonds secured by this Indenture.

Section 2.30. Temporary 2024-A Bonds. (a) Until definitive 2024-A Bonds are prepared, the Authority may sign and may direct the Trustee to authenticate, in the same manner as is provided in this Article II, in lieu of definitive 2024-A Bonds, one or more temporary 2024-A Bonds substantially of the tenor of the definitive 2024-A Bonds in lieu of which such temporary 2024-A Bond or 2024-A Bonds are issued, in Authorized Denominations, so long as no such 2024-A Bond shall have its principal becoming payable in more than one year, and with such omissions, insertions and variations as may be appropriate to temporary 2024-A Bonds. At the expense of the Authority, the Authority shall prepare and execute and the Trustee shall authenticate and, upon the surrender of such temporary 2024-A Bonds and the cancellation of such surrendered temporary 2024-A Bonds, the Trustee shall without charge to the Owner thereof, in exchange therefor, deliver definitive 2024-A Bonds, of the same principal amount, Series and maturity as the temporary 2024-A Bonds surrendered. Until so exchanged, the temporary 2024-A Bonds shall in all 139322106.3 53
respects be entitled to the same benefits and security as definitive 2024-A Bonds issued pursuant to this Indenture.
(b) If the Authority shall request the issuance of temporary 2024-A Bonds in more than one denomination, the Owner of any temporary 2024-A Bond or 2024-A Bonds may, at his option, surrender the same to the Trustee in exchange for another temporary 2024-A Bond or 2024-A Bonds of like principal amount, Series and maturity of any other Authorized Denomination or Denominations, and thereupon the Trustee shall issue, in exchange for the temporary 2024-A Bond or 2024-A Bonds so surrendered and upon payment of any taxes, fees and charges provided for herein, a temporary 2024-A Bond or 2024-A Bonds of like aggregate principal amount, Series and maturity in such other Authorized Denomination or Denominations as shall be requested by such owner.
(c) All temporary 2024-A Bonds surrendered in exchange either for another temporary 2024- A Bond or 2024-A Bonds or for a definitive 2024-A Bond or 2024-A Bonds shall be forthwith cancelled by the Trustee and destroyed, and the Trustee shall certify in writing as to their destruction.

Section 2.31. Cancellation of 2024-A Bonds. All 2024-A Bonds paid, either at or before maturity, shall be delivered to the Trustee when such payment is made and such 2024-A Bonds shall thereupon be promptly cancelled and destroyed, and the Trustee shall certify in writing as to their destruction.

Section 2.32. Book-Entry Only System. DTC shall act as the initial Depository for the 2024- A Bonds. The 2024-A Bonds shall be initially evidenced by one bond maturing on the Maturity Date, and shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the 2024-A Bonds shall be registered in the Bond Register kept by the Trustee for the 2024- A Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing.

The representatives of the Authority and the Trustee are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Indenture to qualify the 2024-A Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter by the Authority.

With respect to 2024-A Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, none of the Authority, the Trustee or the Tender Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds 2024-A Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the 2024-A Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, none of the Authority, the Trustee or the Tender Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the 2024-A Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the 2024-A Bonds, (iii) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the 2024-A Bonds, or (iv) any consent given or other action taken by the Depository as owner of the 2024-A Bonds.

Except as set forth above, the Authority, the Trustee and the Tender Agent may treat as and deem DTC to be the absolute Owner of each 2024-A Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such 2024-A Bonds, for the purpose of giving notices of matters with respect to such 2024-A Bonds, for the purpose of registering transfers with respect to such 2024-A Bonds, and for all purposes whatsoever, and the Authority, the Trustee and the Tender Agent shall 139322106.3 54
not be affected by any notice to the contrary. The Trustee shall pay all principal of and interest on the 2024- A Bonds only to or upon the order of the owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the 2024-A Bonds to the extent of the sums or sums so paid.

No person other than an Owner, as shown on the Bond Register, shall receive a physical 2024- A Bond. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.26 hereof, references to “Cede & Co.” in this Section 2.32 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the 2024-A Bonds at any time by giving written notice to the Trustee during any time that the 2024-A Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of DTC with respect to the 2024-A Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 2024-A Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the Authority shall mail notice of such termination to the Trustee.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest of the Beneficial Owners of the 2024-A Bonds that they be able to obtain certificated 2024- A Bonds, the 2024-A Bonds shall no longer be restricted to being registered in the Bond Register of the Trustee in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.26.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.26, the 2024-A Bonds will be delivered to such Beneficial Owners as soon as practicable.

ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF 2024-A BONDS
Section 3.01. Issuance of 2024-A Bonds. The Authority is directed to prepare, and upon the execution and delivery of this Indenture, the Authority shall execute the 2024-A Bonds, and the Authority shall deliver the 2024-A Bonds to the Trustee for authentication and delivery to the original purchasers thereof upon the Request of the Authority.

Section 3.02. Application of Proceeds of Sale of 2024-A Bonds. In order to induce the City to enter into the Installment Purchase Agreement, and to insure that the Water System Assets will be available for use, the Authority is entering into this Indenture. Upon the receipt of payment for the 2024-A Bonds on the Delivery Date, the Authority will cause the Trustee to apply the proceeds of sale thereof ($__________), as follows:
(i) to the Acquisition Fund, the amount of $__________; (ii) [to the 2024-A Purchase Payment Fund, the amount of $__________;] and (iii) to the Costs of Issuance Fund, the amount of $__________, constituting an amount determined by the City to be sufficient to pay Costs of Issuance with respect to the 2024-A Bonds. 139322106.3 55
Section 3.03. Validity of 2024-A Bonds. The validity of the authorization and issuance of the 2024-A Bonds shall not be affected in any way by any proceedings taken by the City with respect to the application of the proceeds of the Installment Purchase Agreement, and the recital contained in the 2024- A Bonds that the same are issued pursuant to the Act shall be conclusive evidence of their validity and of the regularity of their issuance.

ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.01. Pledge of Revenues; Assignment of Rights. The 2024-A Bonds and the 2024-A Reimbursement Obligations shall be secured, on a pari passu basis, by a pledge (which shall be effected in the manner and to the extent hereinafter provided), charge and lien upon Project Revenues and a pledge of all of the moneys in the 2024-A Purchase Payment Fund and the Debt Service Fund, including all amounts derived from the investment of such moneys. The 2024-A Bonds and the 2024-A Reimbursement Obligations are also secured, on a pari passu basis, by (i) all moneys deposited and held from time to time by the Trustee in the funds and accounts established hereunder; and (ii) income and gains with respect to the investment of amounts on deposit in the funds and accounts established hereunder. The 2024-A Bonds and the 2024-A Reimbursement Obligations shall be equally secured by a pledge of, charge and lien upon, the Project Revenues and such moneys without priority for number, date of 2024-A Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the 2024-A Bonds and the 2024-A Reimbursement Obligations shall be and are secured, on a pari passu basis, by an exclusive pledge, charge and lien upon the Project Revenues and such moneys. So long as any of the 2024-A Bonds are Outstanding or the 2024-A Reimbursement Obligations are unpaid, the Project Revenues and such moneys shall not be used for any other purpose; except that out of the Project Revenues and such moneys there may be apportioned such sums, for such purposes, as are expressly permitted by this Indenture.

The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the 2024-A Bonds and any Credit Facility Provider, all of the Project Revenues and all of the right, title and interest of the Authority in and to the Installment Purchase Agreement (other than the Unassigned Rights). The Trustee hereby accepts such assignment and transfer; provided, however, that such assignment shall not confer any rights nor impose any duties, obligations or responsibilities upon the Trustee beyond those expressly provided herein. The Trustee shall be entitled to and shall receive all of the 2024-A Purchase Payments, and any 2024-A Purchase Payments collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and, subject to the provisions hereof, shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all the rights of the Authority and all of the obligations of the City under the Installment Purchase Agreement.

Section 4.02. 2024-A Purchase Payment Fund.
(a) There is hereby established with the Trustee a special trust fund for the 2024-A Bonds, designated as the “2024-A Purchase Payment Fund.” The Trustee shall keep the 2024-A Purchase Payment Fund separate and apart from all other funds and moneys held by it. The Trustee shall deposit in the 2024- A Purchase Payment Fund the following:
(i) when received, 2024-A Purchase Payments (including Interest Components and Principal Components) made by the City pursuant to Section 4.2 of the Installment Purchase Agreement;
139322106.3 56
(ii) when received, moneys transferred from the Costs of Issuance Fund pursuant to Section 4.05 hereof; and
(iii) all other moneys received by the Trustee under and pursuant to the provisions of the Installment Purchase Agreement which are required to be or which are accompanied by directions that such moneys are to be paid into the 2024-A Purchase Payment Fund. (b) On the last Business Day prior to each Interest Payment Date, the Trustee shall transfer moneys on deposit in the 2024-A Purchase Payment Fund to the Debt Service Fund, in the amount specified in Section 4.03 hereof.

Section 4.03. Debt Service Fund. There is hereby established with the Trustee a special trust fund for the 2024-A Bonds, designated as the “Debt Service Fund.” The Trustee shall keep the Debt Service Fund separate and apart from all other funds and moneys held by it. Within the Debt Service Fund, there are hereby established the Interest Account and the Principal Account. The Trustee shall deposit in the Debt Service Fund the following:
(a) Interest Account. On or before each Interest Payment Date, the Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding 2024-A Bonds. No deposit shall be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding 2024-A Bonds on each succeeding Interest Payment Date within the then current Bond Year. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the 2024- A Bonds (including accrued interest on any Bonds redeemed prior to maturity) or to reimburse a Credit Facility Provider for any Drawing for the payment of interest on the 2024-A Bonds, in each case as it shall become due and payable.
(b) Principal Account. On or before each Interest Payment Date, the Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the 2024-A Bonds maturing or to be redeemed on such Interest Payment Date. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the 2024-A Bonds or to reimburse a Credit Facility Provider for any Drawing for the payment of principal on the 2024-A Bonds, in each case as it shall become due and payable.

No deposit shall be made into the Principal Account if the amount contained therein is at least equal to the principal amount of the 2024-A Bonds maturing or to be redeemed on such Interest Payment Date.

The Trustee shall give notice to the Authority and the City not later than five days after any failure to pay scheduled principal or interest with respect to the 2024-A Bonds on any Interest Payment Date.

Section 4.04. [reserved]
Section 4.05. Costs of Issuance Fund. There is hereby established with the Trustee a special trust fund for the 2024-A Bonds designated as the Costs of Issuance Fund. The Trustee shall keep the Costs of Issuance Fund separate and apart from all other funds and moneys held by it. Costs of Issuance shall be paid from amounts on deposit in the Costs of Issuance Fund. The Trustee shall make such payments in the amounts, at the times, in the manner, and on the other terms and conditions set forth herein. No such payment shall be made until the Trustee shall have received a requisition, in substantially the form attached hereto as Exhibit B, signed by an Authorized City Representative stating with respect to each payment to be made: (1) the sequential requisition number, (2) the name and address of the person, firm, corporation or agency to which payment is due or has been made, (3) the amount to be paid, (4) identification of the 139322106.3 57
item to which such payment is to be applied, and (5) that each obligation mentioned therein is a proper charge against the Costs of Issuance Fund and has not been the basis of any previous withdrawal from the Costs of Issuance Fund. In addition, each requisition shall have attached a copy of each invoice, statement or other billing documentation for which payment is claimed. Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On [October 1, 2024], or the earlier determination of the City that all Costs of Issuance have been paid in full, any amount remaining in the Costs of Issuance Fund shall be transferred by the Trustee to the Acquisition Fund, in accordance with a Written Request of the City and the Trustee shall close the Costs of Issuance Fund.

Section 4.06. Acquisition Fund. There is hereby established with the Trustee a special trust fund for the 2024-A Bonds designated as the “Acquisition Fund.” The Trustee shall keep the Acquisition Fund separate and apart from all other funds and moneys held by it. The Trustee shall pay Project Costs from amounts on deposit in the Acquisition Fund. The Trustee shall make such payments in the amounts, at the times, in the manner, and on the other terms and conditions set forth herein. No such payment shall be made until the Trustee shall have received a requisition, in substantially the form attached hereto as Exhibit B, signed by an Authorized City Representative stating with respect to each payment to be made:
(1) the sequential requisition number, (2) the name and address of the person, firm, corporation or agency to which payment is due or has been made, (3) the amount to be paid, (4) identification of the item to which such payment is to be applied, and (5) that each obligation mentioned therein is a proper charge against the Acquisition Fund and has not been the basis of any previous withdrawal from the Acquisition Fund. Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Upon the City’s determination that all Project Costs have been paid in full, any amount remaining in the Acquisition Fund shall be transferred by the Trustee to the 2024-A Purchase Payment Fund, in accordance with a Written Request of the City and the Trustee shall close the Acquisition Fund.

Section 4.07. Deposits of Money. All moneys held by or deposited with the Trustee under the provisions of this Indenture shall be held in trust and applied only in accordance with the provisions of this Indenture, and the funds and accounts established by this Indenture shall be a trust fund for the purposes thereof. All moneys deposited with the Trustee shall be credited to the particular account to which such moneys belong.

Section 4.08. Investments.
(a) All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments pursuant to the written direction of an Authorized City Representative given to the Trustee in advance of the making of such investments and promptly confirmed in writing, as to any such direction given by facsimile. Each such written direction shall contain the representation of the Authorized City Representative that the investments identified therein constitute Permitted Investments hereunder. In the absence of any such direction from the City, the Trustee shall hold such moneys uninvested. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account.
(b) All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder upon the Request of the Authority. The Trustee may (but shall not be obligated to) act as principal or agent in the acquisition of any investment. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section.
139322106.3 58
(c) Moneys in the Debt Service Fund shall be invested and reinvested by the City and the Trustee, respectively, to the fullest extent practicable in Permitted Investments which mature not later than such times as shall be necessary to provide moneys when needed for payments to be made from such accounts and in any event not later than the final maturity of the 2024-A Bonds, with respect to accrued interest on the 2024-A Bonds, if any. The Trustee shall make all such investments of moneys held by it in accordance with instructions, confirmed in writing, received from an Authorized City Representative. (d) If the City enters into one or more interest rate swap agreements corresponding to the interest payable with respect to the 2024-A Bonds or any portion thereof, the amounts received by the City, if any, pursuant to such a swap agreement may be applied to the deposits required hereunder. (e) Nothing in this Indenture shall prevent any Government Obligations acquired as investments of funds held under this Indenture from being issued or held in book-entry form on the books of the Department of the Treasury of the United States of America. (f) Except as otherwise provided in this Indenture, the Trustee shall sell or present for prepayment or transfer as provided in the next sentence any obligation so purchased as an investment whenever it shall be requested in writing by an Authorized City Representative to do so or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any account held by it. In lieu of such sale or presentment for prepayment, the Trustee may, in making the payment or transfer from any account mentioned in the preceding sentence, transfer such investment obligations or interest appertaining thereto at its acquisition cost if such investment obligations shall mature or be collectable at or prior to the time the proceeds thereof shall be needed and such transfer of investment obligations may be made in book-entry form. The Trustee shall not be liable or responsible for making any such investment in the manner provided above or for any loss resulting from any such investment. The Trustee shall hold all investments in its name as trustee. The Authority and the City each acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City or Authority the right to receive brokerage confirmations of security transactions as they occur, the City and Authority specifically waive receipt of such confirmations to the extent permitted by law. The Trustee will furnish the City and Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. The Trustee or its affiliate may act as principal or agent in the acquisition or disposition of any investment in accordance herewith and shall be entitled to its customary charges therefor. (g) Any investment of moneys in any fund established under this Indenture may be purchased from or through, or sold to, the Trustee or any affiliate of the Trustee, and any such investment made through the purchase of shares in a fund described in the definition of Permitted Investments may be in a fund for which the Trustee or an affiliate of the Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee received fees from such funds for services rendered, (ii) the Trustee charges and collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or its affiliates.

Section 4.09. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund or account established hereunder, the value of investments credited to such fund or account shall be calculated at the par amount thereof, or any other valuation established by prior agreement between the Authority and the Trustee. Obligations purchased as an investment of moneys in any account created under the provisions of this Indenture shall be deemed at all times to be a part of such account or subaccount and any profit realized from the liquidation of such investment and any income or interest received on account of such investment shall be credited to, and any loss resulting from the liquidation of such investment shall be charged to, such account.
139322106.3 59

ARTICLE V

COVENANTS OF THE AUTHORITY, THE TRUSTEE AND THE CITY
Section 5.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, interest and premium (if any) to become due in respect of all the 2024-A Bonds, in strict conformity with the terms of the 2024-A Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Project Revenues and the funds and accounts pledged for such payment as provided in this Indenture.

Section 5.02. Extension of Payment of 2024-A Bonds. Neither the Authority nor the Trustee shall directly or indirectly extend or assent to the extension of the payment dates of any of the 2024- A Purchase Payments, the maturity of any of the 2024-A Bonds or the time of payment of any claims for interest by the purchase of such 2024-A Bonds or by any other arrangement, and in case the maturity of any of the 2024-A Bonds or the time of payment of any such claims for interest shall be extended, such 2024-A Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the 2024-A Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue 2024-A Bonds for the purpose of refunding any Outstanding 2024-A Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the 2024-A Bonds.

Section 5.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Project Revenues and the funds and accounts pledged or assigned under this Indenture while any of the 2024-A Bonds are Outstanding, except the pledge and assignment created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

Section 5.04. Power to Issue 2024-A Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the 2024-A Bonds and to enter into this Indenture and to pledge and assign the 2024-A Purchase Payments, the Installment Purchase Agreement and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The 2024-A Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of 2024-A Purchase Payment and other assets and all the rights of the 2024-A Bond Owners under this Indenture against all claims and demand of all persons whomsoever.

Section 5.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with industry standards, in which accurate entries shall be made of all transactions made by the Trustee relating to the proceeds of 2024-A Bonds, the 2024-A Purchase Payment and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the City, during regular business hours with reasonable prior notice.

Section 5.06. No Additional Parity Debt. Except for the 2024-A Bonds, the Authority covenants that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of the Project Revenues in whole or in part.

Section 5.07. Tax Covenants.
139322106.3 60
(a) Special Definitions. When used in this Section, the following terms have the following meanings:
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Gross Proceeds” means any proceeds as defined in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the 2024-A Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the 2024-A Bonds are invested and that is not acquired to carry out the governmental purposes of the 2024-A Bonds. “Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code.
“Yield” of
(i) any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and
(ii) the 2024-A Bonds has the meaning set forth in section 1.148-4 of the Tax Regulations.
(b) Not to Cause Interest to Become Taxable. The Authority and the City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, would cause the interest on any of the 2024-A Bonds to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Authority receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any 2024-A Bond, the Authority shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as would not cause any 2024-A Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Authority and the City shall at all times prior to the payment and cancellation of the last 2024-A Bond to be paid and canceled:
(i) use its best efforts to ensure that the City exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the 2024-A Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and 139322106.3 61
(ii) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the 2024-A Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the jurisdiction of the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except as would not cause any 2024-A Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the Authority and the City shall not use Gross Proceeds of any 2024-A Bond to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (a) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (b) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (c) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except as would not cause any 2024-A Bond to become an “arbitrage bond” within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority and the City shall not at any time prior to the final maturity of the 2024-A Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of such 2024-A Bond within the meaning of said section 148. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, the Authority and the City shall not take or omit to take any action that would cause any 2024-A Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder. (g) Information Report. The Authority shall timely file any information required by section 149(e) of the Code with respect to the 2024-A Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations and rulings thereunder:
(i) The Authority and the City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last 2024-A Bond is discharged. However, to the extent permitted by law, the Authority may commingle Gross Proceeds of the 2024-A Bonds with its other money, provided that the Authority separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the Authority and the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder. The Trustee may rely conclusively upon the Authority’s and the City’s determinations, calculations and certifications required by this Section. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Authority’s calculations hereunder. The Authority and the City shall maintain a copy of the calculation with its official 139322106.3 62
transcript of proceedings relating to the issuance of the 2024-A Bonds until six years after the final Computation Date.
(iii) In order to assure the excludability of the interest on the 2024-A Bonds from the gross income of the owners thereof for federal income tax purposes, the Authority and the City, jointly and severally but without duplication, shall pay to the United States the amount that when added to the future value of previous rebate payments made for the 2024-A Bonds equals (A) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regulations, 100% of the Rebate Amount on such date; and (B) in the case of any other Computation Date, 90% of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the Authority at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder for execution and filing by the Authority. (iv) The Authority and the City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (i) and (ii) above, and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within 180 days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Tax Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, the Authority and the City shall not, at any time prior to the final maturity of the 2024-A Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield on the 2024-A Bonds not been relevant to either party.
(j) 2024-A Bonds Not Hedge Bonds.
(i) The Authority and the City each represents that none of the 2024-A Bonds are or will become “hedge bonds” within the meaning of section 149(g) of the Code. (ii) Without limitation of paragraph (i) above, (A) on the date of issuance of the 2024-A Bonds, the Authority reasonably expects that at least 85% of the spendable proceeds of the 2024-A Bonds will be expended within the three-year period commencing on such date of issuance, and (B) no more than 50% of the proceeds of the 2024-A Bonds will be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more.
(k) Elections. The Authority hereby directs and authorizes any Authorized Authority Representative and the City hereby directs and authorizes any Authorized City Representative to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations, as such Authorized Authority Representative or Authorized City Representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the 2024-A Bonds, in the Tax Certificate relating to the 2024-A Bonds or similar or other appropriate certificate, form or document.

Section 5.08. Further Assurances. The Authority will adopt, make, execute and deliver or cause to be executed and delivered any and all other and further documents, resolutions, instruments and assurances and promptly do or cause to be done all such other and further things as may be necessary or reasonably required to carry out the purposes or intentions or to facilitate the performance of this Indenture, and for preserving and protecting the rights and interests of the Owners. 139322106.3 63
Section 5.09. Amendment of Installment Purchase Agreement. The Authority shall not consent to the amendment, alteration or modification, in whole or in part, of the Installment Purchase Agreement except (a) to the extent such amendment, alteration or modification shall cure an ambiguity, supply an omission, or cure or correct a defect or inconsistent provision therein, (b) to the extent such amendment, alteration or modification shall insert such provisions clarifying matters or questions arising thereunder as are necessary or desirable and are not contrary to or inconsistent with this Indenture, (c) if, in the opinion in writing of Bond Counsel addressed to the Trustee, such amendment, alteration or modification does not materially adversely affect the rights of the Owners of the 2024-A Bonds, or (d) with the written consent of the Owners of a majority in aggregate principal of the 2024-A Bonds then outstanding, exclusive of issuer-owned 2024-A Bonds. Any such written consent shall be obtained in the manner provided herein for amendments to this Indenture. No such amendment, alteration or modification shall be effective unless and until there shall have been filed with the Trustee an opinion in writing of Counsel addressed to the Trustee stating that such amendment, alteration or modification has been duly and lawfully entered into by the parties thereto, is authorized or permitted by this Indenture and is valid and binding upon the parties thereto in accordance with its terms. For purposes of this Indenture, no change or revision of Exhibits A or B made pursuant to Sections 4.6(b) or 9.7 of the Installment Purchase Agreement shall constitute an amendment, alteration or modification of the Installment Purchase Agreement.

Section 5.10. Enforcement of Installment Purchase Agreement. The Trustee as assignee of the Authority’s rights pursuant to Section 4.01 hereof, shall promptly collect all amounts due from the City pursuant to the Installment Purchase Agreement and, subject to the provisions hereof, shall diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of all the rights of the Authority thereunder and for the enforcement of all the obligations of the City thereunder. The City agrees to make all payments relating to the 2024-A Bonds required by the Installment Purchase Agreement directly to the Trustee.

Section 5.11. Continuing Disclosure. The Authority and the Trustee acknowledge that pursuant to Section 5.6 of the Installment Purchase Agreement, the City shall undertake the continuing disclosure requirements promulgated under S.E.C. Rule 15c2-12, as it may from time to time hereafter be amended or supplemented, and the Authority and the Trustee shall have no liability to the Owners of the 2024-A Bonds or any other person with respect to such disclosure matters. Notwithstanding any other provision of this Indenture, failure of the City to comply with the requirements of S.E.C. Rule 15c2-12, as it may from time to time hereafter be amended or supplemented, shall not be considered an Event of Default hereunder or under the Installment Purchase Agreement.

ARTICLE VI

THE TRUSTEE AND PAYING AGENT
Section 6.01. Duties, Immunities and Liabilities of Trustee. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or duties shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), 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 man would exercise or use under the circumstances in the conduct of his own affairs.

The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct.
139322106.3 64
Without limiting the duties of the Trustee stated above, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provisions hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture.

At all times, regardless of whether or not any Event of Default shall exist:
(1) the Trustee shall not be liable for any error of judgment made in good faith by an Authorized Officer or Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining and/or failing to ascertain the pertinent facts; (2) 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 Outstanding 2024- A Bonds representing not less than a majority in aggregate principal amount of Outstanding 2024- A 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
(3) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the owners pursuant to the provisions of this Indenture, including, without limitation, the provisions of Article VI hereof, unless such Owners shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

The Trustee shall not be deemed to have knowledge of and shall not be required to take any action with respect to, any Event of Default or event which would, with the giving of notice, the passage of time or both, constitute an Event of Default unless the Trustee shall have actual knowledge of such event or shall have been notified in writing of such event by the City, the Authority or the owners of a majority of the 2024-A Bonds Outstanding. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain, monitor or inquire as to the performance or observance by the City of the terms, conditions, covenants or agreements set forth in Article III or V of the Installment Purchase Agreement (including, without limitation, the covenants of the City set forth in Sections 3.5 through 3.11 of the Installment Purchase Agreement), other than the covenants of the City to make payments with respect to the 2024-A Purchase Payments when due as set forth in Section 4.2 of the Installment Purchase Agreement.

No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy.

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, coupon 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.

The Trustee shall not be responsible for:
(1) the application and handling by the City of any other fund or account designated to be held by the City hereunder or under the Installment Purchase Agreement; or 139322106.3 65
(2) any error or omission by the Authority in making any computation or giving any instruction pursuant to Section 5.07 hereof and may rely conclusively on the rebate instructions and any computations or instructions furnished to it by the Authority in connection with the requirements of Section 5.07 and the Tax Certificate.

The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, agreements or obligations on the part of the City or the Authority under the Installment Purchase Agreement or this Indenture except as set forth herein, but the Trustee may require of the City or the Authority full information and advice as to the observance or performance of those covenants, agreements and obligations.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VI.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

Every provision of this Indenture that in any way relates to the Trustee is subject to all the paragraphs of this Article.

The Trustee may execute any of the trusts or powers hereof and perform any of its duties by and through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same if selected with reasonable care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation or any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Trustee may act upon the opinion or advice of an attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care or, if selected or retained by the City or the Authority, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice.

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

The Trustee may become the Owner of 2024-A Bonds secured hereby with the same rights which it would have if not the Trustee.

The Trustee shall be protected in acting upon any requisition, notice, request, consent, certificate, order, affidavit, letter or other paper or document believed in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any 2024-A Bond, shall be conclusive and binding upon such owner and all future owners of the same 2024-A Bond and upon 2024-A Bonds issued in exchange therefor or in place thereof or on registration or transfer thereof.

At any reasonable time after reasonable notice has been provided, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, and to take such memoranda from and with regard thereto as may be desired provided no undue interruption results therefrom. 139322106.3 66
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority or City elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority and the City agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners of 2024-A Bonds pursuant to the provisions of this Indenture unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct.

From the effective date of this Indenture, the Trustee, or any successor in interest, shall not be considered in breach of or in default in its obligations with respect to any obligations created hereunder or progress in respect thereto, in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God, or of the public enemy, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee.

Section 6.02. Right of Trustee to Rely upon Documents, Etc. Except as otherwise provided in Section 6.01 hereof:
the Trustee may rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, certificate or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; and shall not be bound to investigate the facts of matters stated therein, but, in the discretion of the Trustee, may make such further inquiry or investigation as to such facts or matters as it deems appropriate; (a) any notice, request, direction, election, order or demand of the Authority or the City mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Authority or of the City by an Authorized Authority Representative or an Authorized City Representative, respectively; (b) the Trustee may consult with Counsel (who may be counsel for the Authority or the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such Counsel; and 139322106.3 67
(c) whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized City Representative or an Authorized Authority Representative, as appropriate; and such certificate shall be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof.

The Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, by the Trustee deemed desirable with respect to the withdrawal of any cash under this Indenture, or the taking of any other action by the Trustee.

The Trustee may, but shall be under no duty to, require of the City or the Authority full information and advice as to the performance of the covenants, conditions and agreements in this Indenture. However, the Trustee shall have no obligation to perform any of the duties of the City or the Authority under this Indenture.

The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the 2024-A Bonds.

The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the 2024-A Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee.

Section 6.03. Trustee Not Responsible for Recitals. The recitals contained herein and in the 2024-A Bonds shall be taken as the statements of the Authority and the City, and the Trustee assumes no responsibility for the validity or correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the 2024-A Bonds or as to the sufficiency of the Project Revenues or the priority of any lien thereon, or as to the financial or technical feasibility of the Water System or any portion thereof and shall not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly provided herein. The Trustee shall not be accountable for the use or application of any of the 2024-A Bonds delivered hereunder or of the proceeds of such 2024-A Bonds except as expressly provided herein.

Section 6.04. Right of Trustee to Acquire 2024-A Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, 2024-A Bonds and otherwise deal with the Authority and the City in the manner and to the same extent and with like effect as though it were not the Trustee hereunder.

Section 6.05. Moneys Received by Trustee to be Held in Trust. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other trust funds except to the extent specifically required by this Indenture or required by law. The Trustee shall be obligated to invest all moneys received by it hereunder in accordance with Section 4.07 hereof. Any interest allowed on any such moneys shall be deposited in the account to which such moneys are credited.

Section 6.06. Compensation and Indemnification of Trustee. The Authority covenants to cause the Trustee to be paid from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise and 139322106.3 68
performance of any of the powers and duties hereunder of the Trustee pursuant to the separate agreement entered into between the Authority and the Trustee, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, and the Authority will cause the Trustee to be paid or reimbursed, upon request of the Trustee for all expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ, but excluding any fees, expenses and disbursements incurred in connection with the appointment of a separate trustee or co-trustee, which shall be paid by the Trustee). The Authority also covenants to indemnify the Trustee, its directors, officers and employees for, and to hold each of them harmless against, any loss, liability, expense (including reasonable legal fees and expenses) or advance incurred or made without negligence or willful misconduct on the part of the Trustee, arising out of or in connection with (i) the acceptance or administration of this trust, (ii) the condition, management, maintenance or use of or from any work or thing done in connection with the Water System by the Authority, (iii) any act of negligence or willful misconduct of the City or the Authority or any of their agents, contractors, employees, invitees, licensees or officers in connection with the Water System, (iv) the delivery or sale of the 2024-A Bonds and the carrying out of any of the transactions contemplated by the 2024-A Bonds, this Indenture or the Installment Purchase Agreement; and (v) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized in connection with the delivery or sale of the 2024-A Bonds including the fees, costs and expenses of defending itself against any claim of liability. The obligations of the Authority under this Section 6.06 and Section 6.13 hereof to cause the Trustee to be compensated for services and to be paid or reimbursed for expenses, disbursements and liabilities shall constitute additional obligations hereunder. Such additional obligations shall have priority over the 2024-A Bonds in respect of all property and funds held or collected by the Trustee as such, except funds held by the Trustee for the benefit of the Owners of particular 2024-A Bonds and except funds held in the 2024-A Purchase Payment Fund. Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect, even though all obligations secured hereby may have been fully paid and satisfied and this Indenture may have been released and discharged and the resignation or removal of the Trustee.

Section 6.07. Qualifications of Trustee. There shall at all times be a trustee hereunder which shall be a bank, national banking association, corporation or trust company organized and doing business under the laws of the United states or any of the states of the United States, authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authority and, if required by law, qualified to do business in the State. Any successor Trustee to U.S. Bank Trust Company, National Association shall have a combined capital and surplus of at least $50,000,000. If such bank, national banking association, corporation or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 6.07, 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. For purposes of this Section 6.07, a bank, national banking association or trust company shall be considered to have a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 if it is a wholly- owned subsidiary of a corporation having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and such corporation guarantees in writing the performance of such bank, national banking association, corporation or trust company of its obligations hereunder. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.08 hereof.

Section 6.08. Resignation and Removal of Trustee and Appointment of Successor Trustee. (a) The Trustee may at any time resign by giving written notice to the Authority and by giving to the Owners 139322106.3 69
of the 2024-A Bonds notice by mail of such resignation. Upon receiving such notice of resignation, the Authority, at the direction of the City (which direction shall not be unreasonably withheld), shall promptly appoint a successor trustee by an instrument in writing executed by an Authorized Authority Representative.

If no successor trustee shall have been so appointed and shall have accepted appointment within 60 days after the mailing of such notice of resignation, the resigning trustee may at the expense of the Authority petition any court of competent jurisdiction for the appointment of a successor trustee, or any Owner may, on behalf of himself and others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(b) In case any of the following shall occur --
(1) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.07 hereof and shall fail to resign after written request therefor by the Authority or by any owner who has been a bona fide Owner of a 2024-A Bond for at least six months, (2) the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or substantially all of its property shall be appointed, or any public officer shall take charge or control of the Trustee or substantially all of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (3) at such time as there is no Event of Default hereunder, the City shall determine to remove the Trustee,
then, in any such case, the Authority, with the written approval of the City (which approval shall not be unreasonably withheld), may remove the Trustee and appoint a successor trustee by an instrument in writing executed by an Authorized Authority Representative, or any such Owner may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Owners of Outstanding 2024-A Bonds representing a majority in aggregate principal amount of Outstanding 2024-A Bonds may at any time remove the Trustee and appoint a successor trustee by an instrument or concurrent instruments in writing signed by such Owners. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 6.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.09 hereof.

Section 6.09. Acceptance of Trust by Successor Trustee. Any successor Trustee appointed as provided in Section 6.08 hereof shall execute, acknowledge and deliver to the Authority, to the City and to its predecessor Trustee an instrument accepting such appointment hereunder, to which instrument the predecessor Trustee shall be a party, effectively releasing the predecessor Trustee of its obligations hereunder and containing such terms and conditions as the predecessor Trustee may reasonably request, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Authority executed by an Authorized Authority Representative or of the City executed by an Authorized City Representative or on the request of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of 139322106.3 70
the trustee so ceasing to act. Upon request of any such successor Trustee, the Authority shall execute any and all instruments in writing necessary or desirable for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and duties.

No successor Trustee shall accept appointment as provided in this Section 6.09 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.07 hereof. If no successor Trustee shall have been appointed and have accepted appointment within 45 days of giving notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of itself and all other Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee.

Upon acceptance of appointment by a successor Trustee as provided in this Section 6.09, notice of the succession of such Trustee to the trusts hereunder shall be given by the successor Trustee by first class mail to each Rating Agency, as applicable, having a rating in effect for the 2024-A Bonds.

Section 6.10. Merger or Consolidation of Trustee. Any entity into which the Trustee may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Trustee shall be a party, or any entity succeeding to the business of the Trustee, or any entity to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that such successor Trustee shall be eligible under the provisions of Section 6.07 hereof.

Section 6.11. Obligations of Trustee. Upon payment in full of all 2024-A Bonds within the meaning of Section 10.03 hereof, the Trustee shall execute any certificate which the Authority or the City may reasonably request to evidence payment in full of the 2024-A Purchase Payments under the terms of the Installment Purchase Agreement.

Section 6.12. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Installment Purchase Agreement, and in particular in case of the enforcement of either on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate trustee or co-trustee. The following provisions of this Section are adapted to these ends. (a) In the event that the Trustee appoints an additional individual or institution as a separate trustee or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and shall vest in such separate trustee or co-trustee but only to the extent necessary to enable such separate trustee or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee shall run to and be enforceable by either or both of the Trustee and such separate trustee or co- trustee.
(b) Should any instrument in writing from the Authority be required by the separate trustee or co- trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, right, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co- 139322106.3 71
trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.
(c) Any appointment by the Trustee of an individual or institution as a separate trustee or co-trustee shall be made only with the prior written consent of the Authority, which consent shall not be unreasonably withheld, or upon court order.

Section 6.13. Paying Agent for 2024-A Bonds. The Trustee is hereby appointed as the paying agent (the “Paying Agent”) for the 2024-A Bonds.

The Paying Agent shall perform such duties and only such duties as are specifically authorized by the Trustee and in exercising such duties shall be entitled to the immunities and standard of care applicable to the Trustee prior to an Event of Default and after the curing of an Event of Default.

The Authority covenants to cause the Paying Agent to be paid from time to time, and the Paying Agent shall be entitled to, reasonable compensation for all services rendered by it pursuant to the agreement entered into between the Authority and the Paying Agent, subject to the provisions of Section 6.06 hereof, in the exercise and performance of any of the powers and duties hereunder of the Paying Agent, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, and the Authority will cause the Paying Agent to be paid or reimbursed, upon request of the Paying Agent for all expenses and disbursements incurred or made by the Paying Agent in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense or disbursement as may arise from its own negligence or willful misconduct. The Authority also covenants to indemnify the Paying Agent for, and to hold it harmless against, any loss, liability, expense (including reasonable legal fees and expenses) or advance incurred or made without negligence or willful misconduct on the part of the Paying Agent, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in the premises.

In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there is no successor, to the Trustee.

Section 6.14. Resignation or Removal of Paying Agent; Appointment of Successor. Any Paying Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least sixty (60) days written notice to the Trustee and the Authority. Any Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the Trustee. Any successor Paying Agent shall be appointed by the Authority, at the direction of the City and shall be a bank, corporation or trust company duly organized under the laws of the United States or any state or territory thereof, having a capital stock and surplus aggregating at least $10,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Indenture.

In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or to the Trustee. In the event that for any reason there shall be a vacancy in the office of any Paying Agent, the Trustee shall act as such Paying Agent.
139322106.3 72

ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 7.01. Amendment Hereof. This Indenture and the rights and obligations of the Authority, of the owners of the 2024-A Bonds and of the Trustee may be modified or amended at any time by a Supplemental Indenture which shall become binding upon its execution and delivery by the Authority and the Trustee, without consent of any 2024-A Bond Owners, to the extent permitted by law but only:
(a) to add to the covenants and agreements of the Authority contained in this Indenture, other covenants and agreements hereafter to be observed, to pledge or assign additional security for the 2024-A Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(b) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in any other respect whatsoever, as the Authority may deem necessary or desirable; (c) to modify, amend or supplement this Indenture in such manner as to permit the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(d) to amend any provision hereof relating to the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income of interest on any of the 2024-A Bonds under the Code, in the opinion of Bond Counsel; or (e) if, in the opinion in writing of Bond Counsel, such amendment or modification does not materially adversely affect the rights of the Owners of the 2024-A Bonds.

Except as set forth in the preceding paragraph of this Section 7.01, this Indenture and the rights and obligations of the Authority and of the Owners of the 2024-A Bonds may only be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the 2024-A Bonds then Outstanding (determined in accordance with Section 10.08) are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any 2024-A Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premium (if any) at the time and place and at the rate and in the currency provided therein of any 2024-A Bond without the express written consent of the Owner of such 2024-A Bond, (b) reduce the percentage of 2024-A Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee.

Whenever a modification or amendment requires the consent of the Owners and the Trustee, the Authority may at any time enter into a Supplemental Indenture making a modification or amendment permitted by the provisions of this Section 7.01 to take effect when and as provided in this Section 7.01. A copy of such supplemental Indenture (or brief summary thereof or reference thereto in form approved by the Trustee), together with a request to owners for their consent thereto in form satisfactory to the Trustee, shall be mailed by the Trustee to the Owners (but failure to mail such copy and request shall not affect the validity of the Supplemental Indenture when consented to as in this Section 7.01 provided). Such Supplemental Indenture shall not be effective unless and until (a) there shall have been filed with the Trustee (i) the written consents of Owners of the percentages of outstanding 2024-A Bonds specified in this 139322106.3 73
Section 7.01 and (ii) an opinion of Counsel stating that such Supplemental Indenture has been duly and lawfully entered into by the parties thereto and filed with the Authority, the City and the Trustee in accordance with the provisions of this Indenture, is authorized or permitted by this Indenture, and is valid and binding upon the parties thereto in accordance with its terms. Each such consent shall be effective only if accompanied by proof of the Owner, at the date of such consent, of the 2024-A Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 10.06 hereof. A certificate or certificates executed by the Trustee and filed with the City and the Authority stating that it has examined such proof and that such proof is sufficient in accordance with Section 10.06 hereof shall be conclusive that the consents have been given by the owners of the 2024-A Bonds described in such certificate or certificates of the Trustee. Any such consent shall be binding upon the Owner of the 2024-A Bonds giving such consent and, anything in Section 10.06 hereof to the contrary notwithstanding, upon any subsequent Owner of such 2024-A Bonds and of any 2024-A Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof). At any time after the Owners of the required percentages of 2024-A Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Authority and the City a written statement that the Owners of such required percentages of 2024-A Bonds have filed such consents. Such written statements shall be conclusive that such consents have been so filed. At any time thereafter, a notice stating in substance that the Supplemental Indenture (which may be referred to as a Supplemental Indenture entered into by the parties thereto on a stated date, a copy of which is on file with the Trustee) has been consented to by the Owners of the required percentages of 2024- A Bonds and will be effective as provided in this Section 7.01, shall be given to owners by the Trustee at the expense of the Authority by mailing such notice to Owners (but failure to mail such notice shall not prevent such Supplemental Indenture from becoming effective and binding as in this Section 7.01 provided). The Trustee shall file with the Authority and the City proof of the mailing of such notice. A record, consisting of the certificates or statements required or permitted by this Section 7.01 to be made by the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture making such amendment or modification shall be deemed conclusively binding upon the Authority, the City and the Trustee and the Owners of all 2024-A Bonds at the expiration of forty (40) days after the filing by the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture in a legal action or equitable proceeding for such purpose commenced within such forty (40) day period; provided, however, that the Trustee, the Authority and the City during such forty (40) day period and any such further period during which any such action or proceeding may be pending shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture as they may deem expedient.

Section 7.02. Effect of Supplemental Agreement. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding 2024-A Bonds, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.03. Endorsement or Replacement of 2024-A Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the 2024-A Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any 2024-A Bond Outstanding at such effective date and presentation of his 2024-A Bond for the purpose at the Corporate Trust Office of the Trustee, a suitable notation as to such action shall be made on such 2024-A Bond. If the Authority shall so determine, new 2024-A Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any 2024-A Bond 139322106.3 74
Outstanding at such effective date such new 2024-A Bonds shall be exchanged at the Corporate Trust Office of the Trustee, without cost to each 2024-A Bond Owner, for 2024-A Bonds then outstanding, upon surrender of such Outstanding 2024-A Bonds.

Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any 2024-A Bond owner from accepting any amendment as to the particular 2024-A Bond held by him, provided that due notation thereof is made on such 2024-A Bond.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default. The following events shall be Events of Default hereunder:
(a) Default in the due and punctual payment of the principal of any 2024-A Bond when and as the same shall become due and payable.
(b) Default in the due and punctual payment of any installment of interest on any 2024-A Bond when and as such interest installment shall become due and payable. (c) Failure by the Authority to observe and perform any of the covenants, agreements or conditions on its part in this Indenture or in the 2024-A Bonds, other than as referred to in the preceding clauses (a) and (b), for a period of sixty (60) days, after written notice, specifying such failure and requesting that it be remedied has been given to the Authority, by the Trustee; provided, however, that if in the reasonable opinion of the Authority the failure stated in such notice can be corrected, but not within such sixty (60) day period, such failure shall not constitute an Event of Default if corrective action is instituted by the Authority within such sixty (60) day period and diligently pursued until such failure is corrected. (d) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Authority seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property.
(e) The occurrence of any Event of Default under the Installment Purchase Agreement.

Section 8.02. Remedies Upon Event of Default. If any Event of Default shall occur, then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and at the written direction of the owners of a majority in aggregate principal amount of the 2024-A Bonds at the time outstanding (determined in accordance with Section 10.08), and upon being indemnified to the Trustee’s satisfaction, shall, upon notice in writing to the Authority and the City, pursue any available remedy at law or in equity to enforce the payment of the principal of and interest and premium (if any) on the 2024-A Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture; provided, that, such remedies shall not include any remedy of acceleration.

If an Event of Default shall have occurred and be continuing and if requested so to do by the owners of a majority in aggregate principal amount of Outstanding 2024-A Bonds (determined in accordance with Section 10.08) and indemnified as provided in Section 6.01, the Trustee shall be obligated to exercise such 139322106.3 75
one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the 2024-A Bond Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the 2024- A Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the 2024-A Bond Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power occurring upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

Section 8.03. Application of Project Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture or held in any fund or account established by this Indenture shall be applied by the Trustee in the following order upon presentation of the several 2024-A Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII and incurred in and about the performance of its powers and duties under this Indenture, including reasonable compensation to its agents, advisors, attorneys and counsel; and
Second, to the payment of the whole amount of interest on and principal of the 2024-A Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding 2024-A Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority:
(a) first, to the payment of all installments of interest on the 2024-A Bonds then due and unpaid, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full, (b) second, to the payment of principal of the 2024-A Bonds then due and payable, on a pro rata basis in the event that the available amounts are insufficient to pay all such principal in full, and (c) third, to the payment of interest on overdue installments of principal and interest, on a pro rata basis in the event that the available amounts are insufficient to pay all such interest in full.

Section 8.04. Power of Trustee to Control Proceedings.

In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the owners of at least a majority in aggregate principal amount of the 2024- A Bonds then Outstanding (determined in accordance with Section 10.08), it shall have full power, in the exercise of its discretion for the best interests of the Owners of the 2024-A Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding 2024-A Bonds hereunder opposing such discontinuance, 139322106.3 76
withdrawal, compromise, settlement or other disposal of such litigation. Any suit, action or proceeding which any owner of 2024-A Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all owners of 2024-A Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the 2024-A Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners of the 2024-A Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective owners of the 2024-A Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact.

Section 8.05. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the 2024-A Bond Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Project Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer.

Section 8.06. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the 2024-A Bonds, shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of the 2024-A Bonds to the respective Owners of the 2024-A Bonds at the respective dates of maturity, as herein provided, out of the Project Revenues and other moneys herein pledged for such payment.

A waiver of any default or breach of duty or contract by the Trustee or any 2024-A Bond Owner shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the 2024-A Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or 2024-A Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the 2024-A Bond Owners, as the case may be.

Section 8.07. Rights and Remedies of 2024-A Bond Owners. No Owner of any 2024-A Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, the Installment Purchase Agreement or the 2024-A Bonds, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the 2024-A Bonds then Outstanding (determined in accordance with Section 10.08) shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60) day period by the Owners of a majority in aggregate principal amount of the 2024-A Bonds then Outstanding (determined in accordance with Section 10.08).

Such notification, request, tender of indemnity and refusal and omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of 2024-A Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of 2024-A Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the 139322106.3 77
manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the outstanding 2024-A Bonds.

The right of any owner of any 2024-A Bond to receive payment of the principal of and interest and premium (if any) on such 2024-A Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

Section 8.08. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the 2024-A Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

ARTICLE IX
[RESERVED.]

ARTICLE X

MISCELLANEOUS
Section 10.01. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Project Revenues, and the funds and accounts pledged or assigned under this Indenture, for the payment of principal of or interest on the 2024-A Bonds, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Project Revenues, and the funds and accounts pledged or assigned under this Indenture, or otherwise from amounts payable under the Installment Purchase Agreement). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The 2024-A Bonds shall be revenue bonds, payable exclusively from the Project Revenues and other funds as in this Indenture provided. Neither the general fund of the Authority nor the general fund of the City is liable, and the credit of the Authority and the City is not pledged, for the payment of the interest and premium (if any) on or principal of the 2024-A Bonds. The Owners of the 2024-A Bonds shall never have the right to compel the forfeiture of any property of the Authority or the City. The principal of and interest on the 2024-A Bonds shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or the City or upon any of its income, receipts or revenues except the Project Revenues and other funds pledged to the payment thereof as in this Indenture provided.

Section 10.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the City, the Owners of the 2024-A Bonds, the Credit Facility Provider and the Liquidity Facility Provider, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the 139322106.3 78
Trustee, the City, the Owners of the 2024-A Bonds, the Credit Facility Provider and the Liquidity Facility Provider.

Section 10.03. Discharge of Indenture. If the Authority shall pay and discharge any or all of the Outstanding 2024-A Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of, and the interest and premium (if any) on, such 2024-A Bonds as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and the Installment Purchase Agreement, is fully sufficient to pay such 2024-A Bonds, including all principal, interest and premium (if any); or (c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, Defeasance Securities in such amount as Bond Counsel or an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and the Installment Purchase Agreement, be fully sufficient to pay and discharge the indebtedness on such 2024-A Bonds (including all principal and interest) at or before their respective maturity dates;
then, at the Request of the Authority, and notwithstanding that any of such 2024-A Bonds shall not have been surrendered for payment, the pledge of the Project Revenues and other funds provided for in this Indenture with respect to such 2024-A Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to all such 202024-A Bonds, shall cease and terminate, except only the obligation of the Authority to pay or cause to be paid to the owners of such 2024-A Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all expenses and costs of the Trustee. Any funds held by the Trustee following any payment or discharge of the outstanding 2024- A Bonds pursuant to this Section 10.03, which are not required for said purposes and the payment of the fees and expenses of the Trustee, shall be paid over to the Authority. [For purposes of determining whether 2024-A Bonds in the Daily Mode or Weekly Mode shall be deemed to have been paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of moneys, or Defeasance Securities and moneys, if any, in accordance with clause (c) of the first paragraph of this Section, such determination shall additionally be conditioned on delivery to the Trustee of written evidence from Moody’s that such deposit or credit will not cause a reduction or withdrawal of Moody’s then-current rating on such 2024-A Bonds.]
Section 10.04. Successor Is Deemed Including in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture the Authority is named or referred to, such reference shall be deemed to include the successor and assignee to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors and assigns whether so expressed or not.

Section 10.05. Content of Certificates. Every certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition 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 are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable 139322106.3 79
them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.

Any such certificate made or given by 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 that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations by an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Section 10.06. Execution of Documents by 2024-A Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by 2024-A Bond Owners may be in any number of concurrent writings of similar tenor and may be signed or executed by such 2024-A Bond Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such attorney, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 10.06, or in any other manner satisfactory to the Trustee, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution, by a guarantee of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.

The ownership of 2024-A Bonds shall be proved by the Registration Books. Any request, consent or vote of the owner of any 2024-A Bond shall bind every future owner of the same 2024-A Bond and the Owner of any 2024-A Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the 2024-A Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

Section 10.07. Disqualified 2024-A Bonds. In determining whether the Owners of the requisite aggregate principal amount of 2024-A Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, 2024-A Bonds which are owned or held by or for the account of the City or the Authority (but excluding 2024-A Bonds held in any employees retirement fund) shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only 2024-A Bonds which the Trustee knows to be so owned or held shall be disregarded. At the time of any consent or other action taken under this Indenture, the Authority and the City shall furnish the Trustee a certificate of an Authorized Authority Representative and Authorized City Representative, upon which the Trustee may rely, describing all 2024-A Bonds so to be excluded.

Section 10.08. Determination of Percentage of 2024-A Bond Owners; Exclusion of 2024-A Bonds. Whenever in this Indenture the consent, direction or other action is required or permitted to be 139322106.3 80
given or taken by a percentage of the Owners of an aggregate principal amount of outstanding 2024-A Bonds (including by the Owners of a majority in aggregate principal amount of the Outstanding 2024-A Bonds), such percentage shall be calculated on the basis of the principal amount of the outstanding 2024-A Bonds determined as of the next succeeding Interest Payment Date.

Section 10.09. Waiver of Personal Liability. No officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the 2024-A Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the performance of any official duty provided by law.

Section 10.10. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed severable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the 2024-A Bonds; but the 2024-A Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The Authority hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the 2024-A Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 10.11. Destruction of Cancelled 2024-A Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any 2024-A Bonds pursuant to the provisions of this Indenture, the Trustee shall promptly cancel and destroy such 2024-A Bonds and shall certify in writing as to such destruction.

Section 10.12. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with industry practices; in each case with due regard for the protection of the security of the 2024-A Bonds and the rights of every Owner thereof. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the form of multiple funds, accounts or subaccounts therein. Notwithstanding any other provision in this Indenture, the Trustee shall only be required to open new funds or accounts when it receives, or is notified that it will receive, funds or moneys to be deposited and maintained in such funds or accounts.

Section 10.13. Recording and Filing. The Authority shall file, record, register, renew, refile and rerecord all documents as may be required by law in order to maintain the Installment Purchase Agreement and this Indenture, in such manner, at such times and in such places as required and to the extent permitted by law in order to fully perfect, preserve and protect the rights and interests of the owners.

Section 10.14. Payment on Business Days. Whenever in this Indenture any amount is required to be paid on a day which is not a Business Day, such payment shall be required to be made on the Business Day immediately following such day, provided that interest shall cease to accrue as of such day. 139322106.3 81
Section 10.15. Notices. The Trustee shall give notice to the other Notice Parties and to the Rating Agencies then rating the 2024-A Bonds in the event:
(i) The Trustee, Tender Agent or any Remarketing Agent resigns or is replaced; (ii) This Indenture, any Liquidity Facility, any Credit Facility or Remarketing Agreement is amended or supplemented (and the Trustee has notice thereof); (iii) Any Liquidity Facility or Alternate Liquidity Facility or any Credit Facility or Alternate Credit Facility is delivered, expires or is terminated or is extended; (iv) The 2024-A Bonds are changed from one Mode to a New Mode or converted to the Fixed Rate Mode;
(v) There has been a redemption, defeasance or acceleration of any of the 2024-A Bonds; or (vi) There is a mandatory tender of any of the 2024-A Bonds.

Any notice, certificate, request, complaint, demand or other communication under this Indenture shall be in writing and shall be sufficiently and shall be deemed given when delivered or mailed by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopy or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by telecopy or other form of telecommunication, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. Each Notice Party may, by written notice to the other Notice Parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the Authority: Anaheim Housing and Public Improvements Authority 200 South Anaheim Boulevard
Anaheim, California 92805
Attention: City Clerk
Telephone: (714) 765-5166
Facsimile: (714) 765-4105
If to the City: City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: City Clerk
Telephone: (714) 765-5166
Facsimile: (714) 765-4105
and City of Anaheim
Public Utilities Department
201 South Anaheim Boulevard
Anaheim, California 92805
Attention: Public Utilities General Manager
Telephone: (714) 765-5137
Facsimile: (714) 765-4138
If to the Trustee: U.S. Bank Trust Company, National Association 633 West Fifth Street, 24th Floor
139322106.3 82
Los Angeles, California 90071
Attention: Global Corporate Trust
Telephone: (213) 615-6062
Facsimile: (213) 615-6199
If to the Remarketing Agent: Goldman Sachs & Co. LLC 555 California St.

San Francisco, CA 94104
Attention: [update]
Telephone: [update]
Facsimile: [update]
If to the Credit Facility Provider/
Liquidity Facility Provider: Bank of America, N.A. [address]
[address]
Attention: [update]
Telephone: [update]
Facsimile: [update]
Section 10.16. Payments of 2024-A Bonds; Unclaimed Moneys. If and when the principal and interest on the 2024-A Bonds issued pursuant hereto shall become due and payable in accordance with their terms, all amounts payable to the Trustee and the Paying Agent have been paid and the whole amount of the principal and interest due and payable on all of the 2024-A Bonds shall have been paid or set aside for payment with the Trustee or a Paying Agent, then and in that case, the right, title and interest of the Trustee under this Indenture shall thereupon cease, terminate and become void, and the Trustee shall convey all property, other than money held by the Trustee or paying Agent for the payment of unpresented 2024- A Bonds, and interest therein which it obtained under this Indenture free and clear of all liens thereon which the Trustee may have.
(a) Anything in this Indenture to the contrary notwithstanding, subject to the laws of the State, any moneys held by the Trustee in trust for the payment and discharge of the principal and interest on the 2024- A Bonds which remain unclaimed for one year after the date when such payments have become due and payable, if such moneys were held by the Trustee at such date, or for one year after the date of deposit of such moneys if deposited with the Trustee after said date when such 2024-A Bonds become due and payable, shall be repaid by the Trustee to the Authority, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the 2024-A Bond Owners shall look only to the Authority for the payment of such 2024-A Bonds; provided, however, that before being required to make any such payment to the Authority, the Trustee shall, at the expense of the Authority, cause to be mailed to the Owners of all such 2024-A Bonds, at their respective addresses appearing on the Registration Books, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of mailing of such notice, the balance of such moneys then unclaimed will be returned to the Authority.

Section 10.17. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.

Section 10.18. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
139322106.3 83
Section 10.19. Consent of Parties. Whenever the consent or approval of any party to this Indenture is required by the terms of this Indenture, the consent or approval of such party shall not be unreasonably withheld.

Section 10.20. Electronic Signatures. Each of the parties hereto agrees that the transaction consisting of this Indenture may be conducted by Electronic Means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Indenture using an electronic signature, it is signing, adopting, and accepting this Indenture and that signing this Indenture using an electronic signature is the legal equivalent of having placed its handwritten signature on this Indenture on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Indenture in a usable format.

Section 10.21. Headings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience of reference and shall not constitute a part of this Indenture or affect its meaning, construction or effect. 139322106.3
IN WITNESS WHEREOF, the ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY and the CITY OF ANAHEIM have each caused this Indenture to be signed in its name by the officers identified below, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the duties and obligations of the Trustee created hereunder, has caused this Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written.

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
By
Treasurer and Auditor

CITY OF ANAHEIM
By
Public Utilities Assistant General Manager –
Finance and Energy Resources
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By
Authorized Officer
[City of Anaheim Water System Series 2024-A]
139322106.3 A-1

EXHIBIT A
FORM OF 2024-A BOND
No.

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE AUTHORITY OR THE TRUSTEE FOR REGISTRATION OF

TRANSFER, EXCHANGE OR PAYMENT AND ANY BOND 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.

NEITHER THE PAYMENT OF THE PRINCIPAL OR ANY PART THEREOF NOR

ANY INTEREST THEREON CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF ANAHEIM.

ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Bond, Series 2024-A
(Water System Project)
(Variable Rate Demand Bonds)
(Second Lien Qualified Obligations)
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:

Variable October 1, _____ [_____], 2024
REGISTERED OWNER: CEDE & CO. (TAX I.D. # 13-2555119)
PRINCIPAL AMOUNT:

The ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Project Revenues and other moneys and securities hereinafter referred to) to the registered owner identified above or registered assigns (the “Registered Owner”), on the maturity date identified above, the principal amount identified above in lawful money of the United States of America; and to pay interest on such principal amount, in the manner and from the sources provided below, until the Authority’s obligation with respect to the payment of such principal amount shall be discharged. Payment of interest on this Bond shall be made on each Interest Payment Date to the owner of record hereof on the applicable Record Date for unpaid accrued interest during the period from (and including) the last Interest Payment Date to which interest has been paid (or, if no interest has been paid hereon, from the dated date hereof) to (but not including) the Interest Payment Date on which interest is being paid; provided, that if at the time of authentication hereof, interest is in default or overdue on the Bonds, interest hereon shall be payable from the date to which interest has been previously paid in full or made available for payment in full. Interest on this Bond shall be payable on each Interest Payment 139322106.3 A-2
Date at the rates per annum determined as described herein and in the Indenture mentioned below until the principal sum hereof is paid.

Capitalized terms employed herein which are not defined herein shall have the same meanings as in the Indenture of Trust, dated as of [_____], 2024 (the “Indenture”), by and among the Authority, the City of Anaheim (the “City”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The principal amount hereof and premium hereon, if any, is payable upon presentation and surrender hereof at the Corporate Trust Office (the “Trust Office”) of the Trustee, in St. Paul, Minnesota or such other place as designated by the Trustee. Interest hereon is payable by wire, check or draft of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date as described above.

This Bond is one of a duly authorized issue of bonds of the Authority designated the “Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2024-A (Water System Project) (Variable Rate Demand Bonds) (Second Lien Qualified Obligations)” (the “Bonds”), limited in principal amount [PAR AMOUNT] Dollars ($__________), secured by the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Project Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered owner hereof, by acceptance hereof, assents and agrees.

The Bonds are authorized to be issued pursuant to the provisions relating to the joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a pledge, charge and lien upon the Project Revenues, which consist of 2024-A Purchase Payments to be made by the City under the Installment Purchase Agreement, and certain other moneys and securities held by the Trustee as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Project Revenues and such other moneys and securities, and the Project Revenues and such other moneys and securities constitute a trust fund for the security and payment of the principal of and interest and premium (if any) on the Bonds.

The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority or the City. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or the City or upon any of its income, receipts or revenues except the Project Revenues and other funds pledged to the payment thereof as in the Indenture provided.

Pursuant to the Installment Purchase Agreement, the City is obligated to make the 2024-A Purchase Payments solely from Net Surplus Revenues in the Second Lien Qualified Obligations Account and moneys held in certain funds and accounts established pursuant to the Indenture, subject to the provisions of the Indenture and the Installment Purchase Agreement permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth therein. The 2024-A Purchase Payments shall be made in the amounts and at the times set forth in the Indenture. The 2024-A Purchase Payments and all other payments with respect to Second Lien Qualified Obligations shall be equally secured by the Net Surplus Revenues in the Second Lien Qualified Obligations Account without priority for number or date of incurrence of such Second Lien Qualified Obligations. The Net Surplus Revenues in the Second Lien Qualified Obligations Account shall be held in trust by the Treasurer of the City for the benefit of the holders of the Bonds and any other Second Lien Qualified Obligations. Subject to the Installment Purchase Agreement, the obligations of the City to make the 2024-A Purchase Payments and Additional Purchase Payments is absolute and unconditional and shall not be abated, rebated, set-off, reduced, abrogated, 139322106.3 A-3
terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever, except that the City shall be obligated to make 2024-A Purchase Payments solely from the sources identified above. The Bonds are limited obligations of the Authority, payable solely from and secured by the pledge of Project Revenues. Neither the Authority, its members, the State of California, nor any of its political subdivisions shall be directly, indirectly, contingently or morally obligated to use any other moneys or assets to pay all or any portion of the debt service due on the Bonds, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Bonds are not a pledge of the faith and credit of the Authority, its members, the State of California or any of its political subdivisions nor do they constitute indebtedness within the meaning of any constitutional or statutory debt limitation. The Authority has no taxing power.

The 2024-A Bonds are subject to optional, extraordinary and mandatory redemption, and mandatory tender for purchase, as set forth in the Indenture.

This Bond is being issued and initially delivered in a Daily Mode, bearing interest at the Daily Rate.

As provided in and subject to the terms and conditions of the Indenture, the Mode for the Bonds may, from time to time, be changed from the SIFMA Mode to the Flexible Mode, the Daily Mode, the Weekly Mode or the Term Rate Mode, and maybe be converted to the Fixed Rate Mode. Upon any change in Mode or conversion of the Bonds, except as otherwise provided in the Indenture, the Bonds will be subject to mandatory tender for purchase and a new form of this Bond shall be prepared, if and to the extent necessary, which contains the terms of the Bonds applicable in such new Mode or Fixed Rate Mode.

The Bonds are issuable as fully registered Bonds without coupons in Authorized Denominations.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, Bonds may be exchanged at the Trust Office of the Trustee or such other place as designated by the Trustee for an equal aggregate principal amount of Bonds of other Authorized Denominations and of the same tenor, series and maturity.

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee or such other place as designated by the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such surrender for transfer a new Bond or Bonds, of Authorized Denomination or Denominations, of like tenor, series, maturity and aggregate principal amount will be issued to the transferee in exchange herefor. Except as set forth in the Indenture, the Authority and the Trustee may treat the Registered owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority and of the Registered Owners of the Bonds and of the Trustee may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premium (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Registered Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act.
139322106.3 A-4
This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been manually signed by the Trustee.
[Signature page follows.]
139322106.3 A-5
IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by the signature of its Treasurer and Auditor, all as of the dated date identified above.

ANAHEIM HOUSING AND PUBLIC

IMPROVEMENTS AUTHORITY
By
Treasurer and Auditor
139322106.3 A-6
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned indenture and registered on the Registration Books.

Dated: [_____], 2024
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By
Authorized Signatory
139322106.3 A-7
(FORM OF ASSIGNMENT)
For value received the undersigned hereby sells, assigns and transfers unto _____________________________________________________________ _____________________________________________________________ (Name, Address and Tax Identification a Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitutes and appoints _______________________________________________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: _______________________
Signature Guaranteed: Signature:
_____________________________
Note: Signature guarantee shall be made by a guarantor
institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program
acceptable to the Trustee.
________________________________
Note: The signature on this assignment must correspond with the name(s) as written on the face of the within registered Bond in every particular without alternation or enlargement or any change whatsoever.
139322106.3 B-1

EXHIBIT B

FORM OF REQUISITION
$__________
Anaheim Housing and Public
Improvements Authority
Revenue Bonds, Series 2024-A
(Water System Project)
(Variable Rate Demand Bonds)
(Second Lien Qualified Obligations)

REQUISITION FOR DISBURSEMENT
U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Subject: [COSTS OF ISSUANCE FUND][ACQUISITION FUND]
REQUISITION FOR PAYMENT NO. _____
Ladies and Gentlemen:

Pursuant to Section [4.05][4.06] of the Indenture of Trust, dated as of [_____], 2024, by and among the Anaheim Housing and Public Improvements Authority, the City of Anaheim and you, as Trustee, the undersigned hereby requests payment of the following [Costs of Issuance][Project Costs] (as defined in said Indenture of Trust) to the persons listed on Attachment A hereto.

The undersigned further states that the obligation in the stated amount is an item of [Costs of Issuance][Project Costs] and is a proper charge against the [Costs of Issuance Fund][Acquisition Fund], and has not been the basis of any previous withdrawal from the [Costs of Issuance Fund][Acquisition Fund].

Dated: CITY OF ANAHEIM
By
Authorized City Representative
cc:
139322106.3 B-2

ATTACHMENT A

PAYEE NAME AND ADDRESS PURPOSE AMOUNT
(SEE ATTACHED SUPPORTING DOCUMENTATION)

Anaheim City CouncilJuly 16, 2024

Anaheim City Council
July 16, 2024